DELUXE CORPORATION (NYSE:DLX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective April 30, 2019 (the “Retirement Date”), Julie Loosbrock, Senior Vice President, Human Resources of Deluxe Corporation (the “Company”), will retire from the Company. to the terms of a severance agreement (the “Severance Agreement”) between the Company and Ms. Loosbrock entered into on September 3, 2008 (the form of which was previously filed by the Company with the Securities and Exchange Commission), Ms. Loosbrock will be entitled to receive severance payments as further described below, subject to her entering into a separation agreement and release of claims with the Company (the “Separation Agreement”) and a second release of claims with the Company (the “Second Release”).
In connection with Ms. Loosbrock’s departure, to the terms of the Severance Agreement, and assuming that Ms. Loosbrock enters into a Separation Agreement and a Second Release with the Company, she will be entitled to receive: (i) 12 months of her current salary, payable in accordance with the Company’s normal payroll practices, (ii) for the six months commencing on the anniversary of the first payment made under clause (i), the difference, if any, by which her current monthly salary or self-employment income exceeds her then-monthly salary, (iii) up to $25,000 of executive-level outplacement services, and (iv) a one-time, lump-sum payment of $13,000, at the conclusion of the rescission period to be set forth in the Second Release. The terms of the Separation Agreement also include standard confidentiality and non-solicitation provisions, and a twelve (12)-month standard non-compete agreement.
Additionally, to the terms of a retention agreement entered into by the Company and Ms. Loosbrock on April 30, 2018, and provided that she enters into and does not rescind a release of claims, she will also be entitled to receive a retention bonus of an amount equal to 18 months of her base salary, less withholding, within 15 days following the expiration of the applicable rescission period of the Second Release.
Ms. Loosbrock will also be provided the opportunity to provide transition services to the Company from March 11, 2019 through the Retirement Date. To the extent applicable, Ms. Loosbrock will be eligible for benefits under the Company’s pension and deferred compensation plans according to the terms of such plans.
Ms. Loosbrock will be deemed to have attained “Qualified Retiree Status” (as such term is defined in the Company’s retirement guidelines and for the purpose of such retirement guidelines) as of the Retirement Date solely with regard to the following equity and incentive rewards: (i) subject to achievement of applicable goals, Ms. Loosbrock will be entitled to be paid the pro-rated (based on the Retirement Date) cash value of her 2019 Annual Incentive Plan award; (ii) all of Ms. Loosbrock’s outstanding unvested restricted stock units will vest as of the Retirement Date, (iii) all of Ms. Loosbrock’s outstanding unvested stock options will vest as of the Retirement date, with an exercise period ending on the later of the original option expiration date or April 30, 2022, and (iv) Ms. Loosbrock will receive pro-rated amounts of the performance share units granted to her in 2017 and 2018.
About DELUXE CORPORATION (NYSE:DLX)
Deluxe Corporation provides payment solutions. The Company operates in three segments: Small Business Services segment, Financial Services segment and Direct Checks segment. Its Small Business Services segment offers services for marketing needs of small businesses, including Web design, hosting and other Web services; search engine optimization; marketing services, including e-mail, mobile, social media and other self-service marketing solutions; digital printing services, and logo design. Its Financial Services segment offers a suite of financial technology (FinTech) solutions focused on enabling financial institutions to manage the customer life cycle for their retail and commercial customers. Its Direct Checks segment is a direct-to-consumer check supplier, selling under various brand names, including Checks Unlimited, Designer Checks, Checks.com, Check Gallery, The Styles Check Company and Artistic Checks.
