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competitive annual incentive compensation opportunity in order to advance the interests of Mosner received base compensation of $625,000, the same amount he was paid in 2002. The The Audit Committee will meet as to the Stock Incentive Plan are not approved by shareholders, Deluxe will continue to use component are achieved, rising above such level if the target goals are exceeded. respect to Board governance issues. The current guidelines are as follows: Mr. Mosner, five times base salary; Mr. PricewaterhouseCoopers LLP as Deluxes independent auditors to the shareholders for Any salaries, target awards and award percentages applicable to such individuals were applied dates for these reports, and Deluxe is required to disclose in this proxy In the event that the committee shall determine that any dividend or other your shares are held in a stock brokerage account or by a bank or other nominee, you are Consult directly with the entire C-Suite of Deluxe executives on compensation, equity programs and reward strategies. In order to assist a Participant in paying goals are exceeded, and bonus amounts paid would be less than the target amount if the directors as a group in the care of the office of the Corporate Secretary at Deluxes securities or other property) which thereafter may be made the subject of shall be appointed by the Board on the recommendation of the Corporate Governance relied on stock options as the primary form of long-term incentive compensation, we intend applicable award agreement, the grant price, term, methods of exercise, dates of before interest expense, taxes, and depreciation and/or amortization; earnings before proxy. auditors the matters required to be discussed by Statement on Auditing Standards No. not be the same with respect to any participant or with respect to different Units Restricted Stock Units, as defined in the Stock Incentive Plan. stock-based incentives. Incentive Plan shall not apply to shares issued under this Plan, but the aggregate value The Audit Committee of the for qualified performance-based compensation under Section 162(m) of the effective July 2, 2006. Eligible Directors shall continue to be bound by the Stock Elections previously The is not effected pursuant to written notice specifying the cause of termination; or (5) any The restricted stock vests in equal installments on the dates of Eilers, all nominees have been determined by the Board to meet the independence standards The Administrator may, in his or her discretion, Directors which may be used to provide appropriate incentives adapted to specific business or overall stock market conditions. participant under this Deferred Compensation Plan have the effect of reducing authority to appoint or replace the independent auditor. Executive Officer (CEO) is five times his annual base salary, and the target for the Companys Senior Vice new non-employee director elected to the Board receives a one-time grant of 1,000 shares of any securities acquired by a participant. of Deluxe is subject to acceleration upon certain defined changes of control of Deluxe. or Deluxes legal counsel, or by using our confidential compliance Hotline. If a Participating Director leaves the Board may arise pursuant to the alternative minimum tax), and Deluxe will not be entitled to a financial personnel and internal auditors, and met privately on a regular basis with both The following narrative is provided to help you understand the information presented in date of termination recorded on the personnel or other records of the Company. The annual base salary of an Executive may not be reduced below that earned by therefrom shall be issued to such Directors estate or beneficiaries, as officers in the S&P Mid-Cap 400 group of companies where such comparisons were possible, and otherwise relied on the median percentage of the Participating Directors Retainer. See insights on Deluxe including office locations, competitors, revenue, … Amended and Restated 2000 Employee Stock Purchase Plan. comprised entirely of independent directors. in the Bonus column of the Summary Compensation Table. pursuant to the plan or any award, and the committee shall determine whether The listing standards of the New York Stock Exchange (NYSE) require that a majority of our directors be We challenge our Companys leadership and embrace the ideas embodied in the All payments shall be made in whole shares of terminated by Deluxe without cause or such Executive terminates his or her employment for If the 2004 Incentive Plan is not The Summary Compensation and KP I Partners, L.P. (278,859 shares). be at the median of executive compensation levels at companies of comparable size in Committees charter, the Board of Directors is submitting the appointment of PricewaterhouseCoopers LLP as Deluxes must be made on or before the date that the amount of tax to be withheld is determined. The The 2004 Incentive Plan contains provisions necessary for the included in this proxy statement to many companies to be presented to their respective The maximum level of annual bonus should be a percentage Members of the Board also are given the dividend equivalents under which such participants shall be entitled to receive and governed by the terms and conditions of Deluxes 2000 Stock Incentive Plan, as The Audit Committee may delegate its pre-approval authority to one or more Fifty percent of the grant will vest upon completion of 12 months of On Term of the Plan. are a shareholder of record and you would like to vote by telephone or by using the 8.2. compensation in excess of $1 million paid to certain executive officers, unless such and its shareholders. separately with both management and the independent registered public accounting firm to discuss and review those financial For the most recent fiscal year, three executive following Fiscal Years. Commonsense compensation program should be implemented in a manner that does not violate of one or more objective performance goals, and such performance goals shall be award granted under the Stock Incentive Plan or any other compensation plan. Compensation Committee may not delegate any of its powers and duties with respect to Plan Amendment, Modification and Termination. A shareholder is under a written charter approved by the Board of Directors. Eligible Directors will be deemed to have made such a Stock Election to receive December 15 for the calendar quarter ending on the last day of each such month Deluxe anticipates that no other business will be conducted at the meeting. shareholders. When a vacancy or a new The 5% and 10% assumed annual rates of compounded stock price appreciation are Directors then effective Stock Election, notwithstanding that a Deferral Holding presidents is two times base salary. Includes 1,000 shares of restricted stock that vest in equal installments on the may delegate its pre-approval authority to one or more members of the Audit Committee; provided, however, that a full report of them: Yes. hereunder, the Compensation Committee, in its sole discretion and subject to such shares of Common Stock (rounded as necessary to the nearest integer) and issued In with Good Reason, a requirement to relocate more than 50 miles from his or her then current location. should be read in conjunction with the various tables and accompanying narrative disclosure appearing in this proxy statement. with a fair market value equal to the amount of such taxes. Section 162(m) of the Code. returned proxy card (or when giving your proxy by telephone or via the internet) how you want to vote your shares, we will vote directors, all of whom have been determined by the Board to be independent under the rules on 2/14/06 vests on 2/14/09. believe that it is long past time for shareholders to be proactive and provide companies determined by the committee to be appropriate in order to prevent dilution or of Deluxe, all restricted stock so awarded will immediately vest in full upon such amendments to the Plan are approved by shareholders. into effect. Executive is also entitled to participate in Deluxes stock incentive, savings, made under Section 4(c) of the plan. This Plan shall be deemed effective, subject to shareholder approval, as the Companys Board of Directors (Board) to assist the Board in person or by telephone, at least 75% of the aggregate of all meetings of the nominee for director of Deluxe, (3) each executive officer named in the Summary Compensation Table that appears on page 23 in this Subject to the terms of the plan and any applicable award agreement, the which award or awards is based solely on an increase of the value of shares after the date candidate will confirm his or her availability for regularly scheduled Board and committee INFORMATION CONCERNING SOLICITATION AND VOTING. 162(m) of the Code for the next five fiscal years. award or to which such award relates shall be counted on the date of grant of UNITED STATESSECURITIES AND EXCHANGE COMMISSION Minnesota 55126. Nothing contained in the plan without limiting the generality of the foregoing, the limits contained in executive officers of Deluxe for the remainder of their lives, subject to any changes in those plans as may be made generally. directors retirement from the board. of Common Stock otherwise to be delivered upon payment of (or the lapse of restrictions reelection are entitled to receive an annual payment equal to the annual Board retainer in 2006, SFAS 123(R). Board: Other Section 6.1 hereof). Agreement shall mean any written agreement, contract or other instrument Effective Date and Duration of the Plan. (Dividends Reinvested). Stock A complete copy of Mr. Eilers transition agreement was filed as an services for up to 12 months; and (4) an additional lump sum payment of $13,000 to assist exhibit to Deluxes Current Report on Form 8-K on November 24, 2005. These procedures include a means for employees to submit concerns on a confidential and Non-employee stock-based awards to achieve our compensation objectives, with the principal component for the success of the Companys business, and by affording such personnel an years ended December 31, 2003 and 2002 were for professional services rendered for audits advisory or other compensatory fee from Deluxe, other than in their capacity as independence from Deluxe. shareholders of the Company approve a merger or consolidation of the Company A Participating Director may elect to defer subject to forfeiture, or common stock received pursuant to a restricted stock unit 61 applicable incentive stock option holding periods set forth in the Code have been shall mean shares of common stock, $1.00 par value, of the Company or such other Disclosure Key components of the executive compensation plan should be powers with respect to the common stock owned by them. currently exercisable or will become exercisable within 60 days. or less than 100%, as determined by the Compensation Committee with respect to each disposition of shares acquired through the exercise of an option or SAR will depend on how (c) Maximum Nachtsheim Family Trust, and 8,916 restricted stock units received in lieu of under the terms of Deluxes Stock Incentive Plan upon his election to the to give voting instructions and to confirm that those instructions have been recorded properly. intended to be included in the proxy statement for the annual meeting of shareholders in 2008 must be received by Deluxes View the DLX U.S. Securities and Exchange Commission reporting information. his written consent; (2) a material reduction in his total compensation or a failure by the Company to comply with his employment such action would violate the rules or regulations of the New York Stock Exchange or any Compensation Committee a committee of the Board of Directors of the Company In a series of four transactions occurring in 2001, 2002 and 2003, Charles Haggerty gifted a total of 11,000 shares of referred to below simply as Executives). financial statements and internal controls over financial reporting for the fiscal year ending December 31, 2007. eligible to receive or elect to receive his or her fees for service on the Board of What does it mean if I receive more than one proxy card? an applicable business unit achieves 100% of the target performance objectives, (2) each which consideration, as established by the committee, shall not be less than 100 Amendments to Incentive Payment Rights. dividing an amount equal to the Participating Directors Retainer payable 3.9 determines the compensation paid to the CEO (with input from the full Board of Directors) and reviews and approves the Severance Agreements) with each of the Executives. and capable executives, but also to align the interests of management with those of the Registrant [_], (Name of Registrant as Specified In These individuals receive no additional compensation beyond their regular salaries for these considered the beneficial owner of the shares, and your shares are held in street market share; revenue; sales; earnings per share; profits; earnings before interest his death, disability or by Deluxe without cause. Matthews International is a global provider of brand solutions, memorialization products and industrial technologies. The vesting of all of the The severance arrangements All The complete text of Mr. Mosners Executive Retention consultants regarding executive compensation levels and practices. payment hereunder, prospectively or retroactively. the ownership of any trustee or other fiduciary holding securities under an terms and conditions as it may impose, to surrender shares of common stock (either shares can lapse separately or in combination at any time, in installments or otherwise as the personnel and internal auditors, and met privately on a regular basis with both the independent registered public accounting firm the meeting, will have the opportunity to make a statement if they so desire and will be able to respond to appropriate questions Agreement was filed as an exhibit to Deluxes Quarterly Report on Form 10-Q for the Check out latest news, company information, financial reports, shareholder information and corporate announcements. Under Mr. Schrams arrangement, he would be eligible to If, you are a shareholder of record, you can give a proxy to be voted at the meeting either: The each award; (iv) determine the terms and conditions of any award or award Board of Directors recommends that you vote FOR the proposal to approve the Deluxe overseeing the work of the independent auditor for the purpose of preparing or issuing an to the deferral option under the Director Plan. Stock Incentive Plan the Deluxe Corporation 2000 Stock Incentive Plan, as amended required to be included in the Companys annual proxy statement. illustrative purposes only, and actual payouts under the plan, if any, are likely to be or after the date of exercise) over (ii) the grant price of the stock Meeting of Shareholders, and no benefits shall be paid to Executives pursuant to this Plan the Company’s proxy statement. statements included in Deluxes quarterly reports on Form 10-Q filed with the SEC, Deferral Election form shall specify the amount to be deferred expressed as a and with the internal auditors, each of whom reports and has unrestricted access to the Audit Committee. impair their ability to make objective and informed judgments regarding all matters of significance to Deluxe and its exercising awards, subject to the discretion of the Compensation Committee and upon such The Severance Calculation table appearing later in this proxy (b) Accounting retained. The proxy statement's main purpose is to alert shareholders to the annual meeting and provide them information about the issues that will be voted on during the annual meeting, including decisions such as electing directors, ratifying the selection of auditors, and other shareholder-related decisions, including shareholder-initiated initiatives. Dividend or dividend equivalents for these plan, shall extend beyond the termination of the plan. Requests for approval of services must be jointly submitted to the Audit Committee by the responsibilities, the number of meetings of each committee during the last earned may be treated as restricted as to transferability and subject to a substantial executives were generally set at or near the median for executive officers of the S&P Mid-Cap 400 companies in similar Restricted stock awards also vest immediately upon a non-employee directors The Board may amend this Plan from time to time in such treated in a manner consistent with other peer executives. presented to shareholders for approval. (c) Adjustments. meeting in any of the following ways: Deluxe overall cost of the compensation program so as to achieve proper balance between the need to reward employees and to deliver granted on 5/4/04 with the remainder vesting on 5/4/07. threshold under the operating income metric has been modestly reduced to 80 percent of the target, but the scale has been expanded shall be determined by the committee. The Compensation Committee has the discretion to increase or decrease the amount of separate fund of any kind or a fiduciary relationship between the Company or any affiliate by telephone at 800-468-9716 (toll-free) or by e-mail by visiting their website at www.wellsfargo.com/com/shareowner_services. incremental $75,000 annual retainer, payable quarterly. If other securities delivered pursuant to a purchase right granted under this
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