Exchange Act of 1934 (Amendment No. )



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Diebold, Incorporated
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Annual Meeting of Shareholders to be held on April ~~25, 2013~~23, 2015.

or Notice of Internet Availability of Proxy Materials in order to vote).

April ~~25, 2013~~23, 2015



		By Order of the Board of Directors

		~~Chad F. Hesse~~Jonathan B. Leiken
		Senior Vice President, ~~General Counsel~~Chief Legal Officer and Secretary



Q:		When and where is the Annual Meeting?

A:		The ~~2013~~2015 Annual Meeting will be held at the ~~Sheraton Suites, 1989 Front Street, Cuyahoga Falls,~~Courtyard Marriott, 4375 Metro Circle NW, North Canton, Ohio ~~44221,~~44720, on April ~~25, 2013,~~23, 2015, at 11:30 a.m. EDT.

Q:		What items will be voted on at the Annual Meeting?

A:		At the Annual Meeting, you are being asked to:

		• Elect ten directors;

		• Ratify the appointment of KPMG LLP as our independent registered public accounting firm for ~~2013; and~~the year ending December 31, 2015;

		• Approve, on an advisory basis, our named executive officer ~~compensation.~~compensation; and

		• Approve the Diebold, Incorporated Annual Cash Bonus Plan.

		If a permissible proposal other than the listed proposals is presented at the Annual Meeting, your proxy gives authority to the individuals named in the proxy to vote on any such proposal in accordance with their best judgment. We have not received notice of other matters that may be properly presented at the Annual Meeting.

Q:		Who is entitled to vote at the Annual Meeting?

A:		Our record date for the ~~2013~~2015 Annual Meeting is February ~~25, 2013.~~27, 2015. Each shareholder of record of our common shares as of the close of business on February ~~25, 2013~~27, 2015 is entitled to one vote for each common share held. As of the record date, there were ~~63,340,496~~64,824,932 common shares outstanding and entitled to vote at the Annual Meeting.

Q:		How do I vote?

A:		If you were a shareholder on the record date and you held shares in your own name, you have three ways to vote and submit your proxy before the 2015 Annual Meeting:

		• By mail – You may vote by completing, signing and returning the proxy card that you will receive in the mail;

		• By Internet – We encourage you to vote and submit your proxy online at www.proxyvote.com. Even if you request and receive a paper copy of the proxy materials, you may vote online by going to www.proxyvote.com and entering your control number, which is a 12 digit number located in a box on your proxy card that you ~~will~~can also receive in the ~~mail;~~mail, if requested; or

		• By telephone – You may vote and submit your proxy by calling 1-800-690-6903 and providing your control number, which is a 12-digit number located in a box on your proxy card that you ~~will~~can also receive in the ~~mail.~~mail, if requested.

		If you complete and submit a proxy card, the persons named as proxies on your proxy card, which we refer to as the Proxy Committee, will vote the shares represented by your proxy in accordance with your instructions. If you submit your proxy card but do not indicate your voting preferences, the Proxy Committee will vote according to the recommendation of the Board.



Q:		How does the Board recommend I vote?

A:		The Board recommends a vote:

		• FOR each of our ten nominees for director;

		• FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for ~~2013;~~the year ending December 31, 2015;

		• FOR the approval, on an advisory basis, of our named executive officer compensation; and

		• FOR the approval of ~~our named executive officer compensation.~~the Diebold, Incorporated 2015 Annual Cash Bonus Plan.

Q:		Can I change my vote after I have voted?

A:		You may change your vote at any time before your proxy is voted at the 2015 Annual Meeting by:

		• Revoking your proxy by sending written notice or submitting a later dated, signed proxy before the 2015 Annual Meeting to our Corporate Secretary at the ~~company’s~~Company’s address above;

		• Submitting a later dated, signed proxy before the start of the 2015 Annual Meeting;

		• If you have voted by the Internet or by telephone, you may vote again over the Internet or by telephone byup until 11:59 p.m. EDT on April ~~24, 2013;~~22, 2015; or

		• Attending the 2015 Annual Meeting, withdrawing your earlier proxy and voting in person.

Q:		What is cumulative voting and how can I cumulate my votes for the election of directors?

A:		In cumulative voting, each shareholder may cast a number of votes equal to the number of shares owned multiplied by the number of directors to be elected, and that number of the votes may be cast all for one director-nominee only or distributed among the director-nominees.

		In order to cumulate votes for the election of a director, a shareholder must give written notice to our ~~Executive~~non-executive Chairman, any Vice President or our Corporate Secretary no later than ~~9:59~~11:29 a.m. EDT on April ~~23, 2013~~21, 2015 that the shareholder desires that the voting for the election of directors be cumulative, and if an announcement of such notice is made upon convening the Annual Meeting by the Chairman or Corporate Secretary of the meeting, or by or on behalf of the shareholder giving the notice, each shareholder will have cumulative voting.

		We have received written notice from a shareholder that ithe desires that cumulative voting be in effect for the election of directors. Accordingly, unless contrary instructions are received on the enclosed proxy, it is presently intended that all votes represented by properly executed proxies will be divided evenly among the director-nominees. However, if voting in such manner would not be effective to elect all such director-nominees, votes will be cumulated at the discretion of the Proxy Committee so as to maximize the number of such director-nominees elected.

Q:		How many votes are required to adopt each proposal?

A:		For Proposal 1, the director-nominees receiving the greatest number of votes will be elected, subject to our Majority Voting Policy described below. For each of Proposals 2, 3 and 3,4, the affirmative vote of the holders of a majority of the votes cast, whether in person or by proxy, is required for approval. The results of the voting at the meeting will be tabulated by the inspectors of election appointed for the Annual Meeting.

Q:		What is the Majority Voting Policy?

A:		~~Votes withheld with respect to the election of directors will not be counted in determining the outcome of that vote. However, our~~Our Board of Directors has adopted a policy that any director-nominee ~~that~~who is elected but receives a greater number of votes withheld from his or her election than votes in favor of election is expected to tender his or her resignation following certification of the shareholder vote, as described in greater detail below under “Majority Voting Policy.”

Q:		What is a “broker non-vote?”

A:		If your shares are held in the name of a brokerage firm, your shares may be voted even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority under the New York Stock Exchange, or NYSE, rules to vote shares for which their customers do not provide voting instructions on certain “routine” matters. When a proposal is not a routine matter under NYSE rules and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is referred to as a “broker non-vote.”




		Proposal 2, the ratification of KPMG LLP as our independent registered public accounting firm for the year ~~2013,~~ending December 31, 2015, is the only routine matter for which the brokerage firm who holds your shares can vote your shares on these proposals without your instructions. Accordingly, there should be no broker non-votes with respect to Proposal 2. Broker non-votes will have no effect on the outcome of ~~Proposal 3.~~Proposals 1, 3 or 4.

Q:		How many shares must be present to constitute a quorum and conduct the Annual Meeting?

A:		A quorum is necessary to hold the Annual Meeting. A majority of the outstanding shares present or represented by proxy constitutes a quorum for the purpose of adopting a proposal at the Annual Meeting. If you are present and vote in person at the Annual Meeting, or vote on the Internet, by telephone or by submitting a properly executed proxy card, you will be considered part of the quorum. Broker non-votes will not be part of the voting power present, but will be counted to determine whether or not a quorum is present.

Q:		What happens if I abstain?

A:		A share voted “abstain” with respect to any proposal is considered as present and entitled to vote with respect to the proposal, but is not considered a vote cast with respect to the proposal. Accordingly, for Proposal 1, abstentions will have no effect on the election of directors, except in regards to the Majority Voting Policy described ~~above.~~below. For Proposals 2, 3 and 3,4, abstentions will not be counted for determining the outcome of these proposals.

Q:		Why did I receive a one-page notice in the mail regarding Internet availability of proxy materials instead of a full set of proxy materials?

A:		Under rules adopted by the Securities and Exchange Commission, or SEC, we have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending you a Notice of Internet Availability of Proxy Materials. The instructions found in the notice explain that all shareholders will have the ability to access the proxy materials on www.proxyvote.com or request to receive a printed copy of the proxy materials. You may also request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Diebold encourages you to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our Annual Meeting.

Q:		What shares are included on my proxy card or Notice of Internet Availability of Proxy Materials?

A:		The number of shares printed on your proxy card(s) represents all your shares under a particular registration. Receipt of more than one proxy card or Notice of Internet Availability of Proxy Materials means that certain of your shares are registered differently and are in more than one account. If you receive more than one proxy card, sign and return all your proxy cards to ensure that all your shares are voted. If you receive more than one Notice, reference the distinct 12-digit control number on each Notice when voting by Internet.



▪Feature	Description
Performance periods and Metrics	~~The minimum performance requirement was the 20~~Year 1: 2014 EPS (for actual results see “2014 NEO Compensation Highlights - Actual Compensation Earned” above) Year 2: 2015 EPS^th1 ~~percentile against both our peer group and the S&P Midcap 400 Index (25% payout is earned at minimum). The maximum performance requirements were: (a) the 60~~Year 3: 2016 FCF^th1 ~~percentile of one group and highest ranking in the other, (b) the 70~~^th ~~percentile in one group and 90~~^th ~~percentile in the other, or (c) the 80~~^th ~~percentile of both groups (200% payout is earned at maximum).~~
Payout opportunity	Below minimum: No payout Minimum: 90% of target Maximum: 110% of target Payout opportunity for financial performance between 90% and 110% of the target goal is interpolated on a straight-line basis
Target opportunity²	Andreas W. Mattes Christopher A. Chapman George S. Mayes, Jr. Stefan E. Merz Sheila M. Rutt	400% of salary³ 80% of salary 250% of salary 100% of salary 100% of salary

~~For grants starting in 2011, the Committee approved the following changes:~~

The end of the performance period is December 31st of the third year, and the stock prices used to determine the starting and ending points are based on the trailing 20-day average stock price immediately preceding both the January 1st start date and the December 31st ending date.

~~The minimum performance requirement was raised to 35th percentile of both groups. The maximum performance requirement was solidified as the 80th percentile of both groups.~~

Our TSR for the 2010 to 2012 performance period was 20.4%, which ranked in the 23rd percentile versus our peer group of 44 companies from 2010, and the 27th percentile versus the S&P Midcap 400 Index. The corresponding payout from the Committee-approved performance/payout scale was 30% of each Named Executive Officer’s target grant. The Committee did not exercise negative discretion to adjust the final award.

Named Executive Officer 2010 - 2012 Performance Shares Granted at Target
2010 - 2012 Performance Shares Actually
Earned
% of Target
Thomas W. Swidarski 42,500 12,750 30%
Bradley C. Richardson 6,500 1,950 30%
Charles E. Ducey, Jr. 5,500 1,650 30%
George S. Mayes, Jr. 5,500 1,650 30%
Frank A. Natoli, Jr. 2,000 600 30%
Leslie A. Pierce¹
2,750 642 30%

~~____________________________~~

¹ ~~Pursuant to her separation agreement, as further discussed in “Employment and Separation Agreements” below, Ms. Pierce’s 2010 to 2012~~

~~performance shares actually earned for 2012 have been pro-rated in this table based on the length of her employment in 2012.~~

~~2012 Long-Term Incentives~~: The Committee performed a thorough review of competitive market data for each Named Executive Officer, individual and company performance, and management’s recommendations. Based on that review and the Committee’s objective to deliver 50^th ~~percentile total compensation, the Committee approved the following equity grants to our Named Executive Officers in 2012:~~

Named Executive Officer Stock Options
Performance Shares
at Target¹
RSUs
Thomas W. Swidarski 174,000 52,000 24,000
Bradley C. Richardson 40,000 12,000 5,500
Charles E. Ducey, Jr. 40,000 12,000 5,500
George S. Mayes, Jr. 25,000 7,500 4,500
Frank A. Natoli, Jr. 16,500 5,000 2,300
Leslie A. Pierce²
7,250 2,500 1,250

~~_________________________~~

¹

~~Actual~~Disclosing the qualitative performance ~~share awards ultimately granted~~metric targets for years 2015 and 2016 of the Transformation Grant, which we do not otherwise disclose publicly, would cause us competitive harm by potentially disrupting our customer relationships and providing competitors with insight to ~~Mr. Ducey for~~our specific strategy. We establish threshold, target, and maximum performance levels that are difficult to achieve, but reasonable based on a thorough review of the ~~2012 to 2014 performance period will be pro-rated pursuant to his separation agreement, as further discussed in “Employment~~external economic environment and ~~Separation Agreements” below.~~

our internal business transformation strategy.

²Represents the NEO’s LTI target percentage of salary effective January 15, 2014.

²³

~~Pursuant~~Due to ~~her separation agreement, as further discussed~~certain annual limits under the 1991 Plan, Mr. Mattes’ Transformation Grant was provided in “~~Employment and Separation Agreements” below, Ms. Pierce received all of~~two separate grants, with the ~~stock options indicated~~first grant in ~~this table; however, she only received a pro-rated portion of these 2012~~2014 covering the 2014 performance period (31,341 shares at ~~target~~target), and ~~2012 RSUs, which amount to 278~~the second grant in 2015 covering the 2015 and ~~104, respectively.~~

2016 performance period (62,684 shares at target).

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Compensation Decisions For 2015

To ensure the compensation structure supported the business transformation strategy related to Diebold 2.0, the Committee performed a thorough review of incentive plan alignment and unvested equity. Based on this review, the Committee determined that certain design changes to the LTI structure were needed to retain critical executives and recruit strong leaders to fill important strategic roles. The design changes included, but are not limited to:

Revising the metrics for the performance-based LTI share plan to three-year non-GAAP cumulative EBITDA and our relative TSR performance compared against the S&P 400; and

Refining the peer groups used to measure TSR performance (TSR portion is capped at 125% if the three-year TSR result is negative, regardless of ranking).

~~Table of Contents~~

~~Executive Stock Ownership Guidelines~~

~~The Committee believes that stock ownership guidelines reinforce executive~~Benefits and ~~shareholder alignment. Our executive stock ownership guidelines are:~~

~~CEO: Five times salary~~

~~CEO direct reports: Three times salary~~

~~Performance share participants: One and a half times salary~~

Executives must retain at least 50% of the net shares of stock received from any equity-based awards, after deductions for taxes and exercise costs, until the guidelines are met. After the guidelines are met, executives must hold at least 50% of the net shares of stock received from any equity-based awards, after such deductions, for at least one year.

In determining an executive’s stock holdings, we count the shares beneficially owned by the executive, including the after-tax value of the following stock equivalents: RSUs, shares deferred pursuant to our deferred compensation program (discussed below in “~~Non-Qualified Deferred Compensation”), and shares owned through the executive’s 401(k) savings plan account. Outstanding options and unearned performance shares do not count toward the executives’ stock ownership guidelines.~~

The Committee reviews management’s stock holdings annually to monitor progress toward the stock ownership guidelines. However, we do not impose any penalties on executives who fail to meet the stock ownership guidelines. This is because the guidelines mandate some level of stock ownership whenever an executive would realize any value from an equity-based award. Moreover, we do not allow executives to hedge the economic risk associated with stock ownership. The stock holdings of the Named Executive Officers are set forth above under “~~Security Ownership of Directors and Management~~.”

~~2013~~ ~~Compensation Decisions~~

In an ongoing effort of continuous improvement, our commitment to becoming a “top tier” performer, support of our longer-term business strategy, and enhancement our pay-for-performance alignment, the Committee approved the following program modifications for ~~2013~~ ~~to provide greater focus on critical strategic objectives:~~



~~Plan~~		~~Comments~~
~~Annual Cash Bonus~~		~~Non-GAAP EPS will continue to be an important measurement for some executives. However, performance measurements for most executives will focus on FCF.~~
~~Stock Options~~		~~Modified vesting from four years to three years, ratable, for alignment with our performance shares and RSUs.~~
~~Long-Term Incentives~~		~~Increased the performance share weighting to 50% of our total long-term incentive opportunity. Stock options were lowered to 30% weighting. RSUs remained at 20% weighting.~~
~~Company Car Program~~		~~Eliminated effective March 2013, except for specific positions that need a car for business purposes. The Named Executive Officers will no longer participate in the program.~~

~~Personal Benefits~~

~~Our executives, including the Named Executive Officers, participate in the following programs:~~

~~Benefits~~

Perquisites

We provide executives with medical, dental, long-term disability, and life insurance under the same programs used to provide benefits to all U.S.-based associates. Our executives may buy additional life insurance coverage at their own expense. The maximum life insurance coverage that may be purchased by an executive is $1.5 million. Our executives’ personal benefits are not tied to individual or company performance and changes to these benefits reflect the changes to the benefits of all U.S.-based associates.

~~Perquisites~~

We provide our executives with limited perquisites. The Committee believes that these benefits are set at a reasonable level, are highly valued by recipients, have limited cost to the company, are part of a competitive reward system, and help in

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~~Table of Contents~~

~~attracting and retaining top management talent. Perquisites received by executives include the following, the values of which differ based on an executive’s reporting level:~~

Country club memberships, which are anticipated to be used for business as well as personal purposes. As of December 2008, this perquisite was discontinued for all of our Named Executive Officers, except our CEO, as it was felt that he, more so than our other executives, would benefit from the business development and networking opportunities provided by his club memberships.

~~Reimbursement for financial planning services.~~

A complete annual physical exam (assessment of overall health, screening and risk reviews for chronic diseases, exercise and dietary analysis, and other specialty consultations), which helps protect in small measure the investment we make in these key individuals.

~~Company car program, or car allowance, which is being eliminated for all executives, including the Named Executive Officers, effective March 2013.~~

~~The Committee periodically reviews our practices in this area and makes any necessary adjustments based on market trends and the cost to provide these benefits.~~

Deferred Compensation

Our executives, including the ~~Named Executive Officers,~~NEOs may elect to defer receipt of ~~annual cash bonuses~~compensation from the Annual Cash Bonus Plan and ~~performance~~performance-based shares pursuant to our Deferred Incentive Compensation ~~Plan.~~Plan No. 2 (as discussed below under “Non-Qualified Deferred Compensation Plans”). Current investment choices under the plan for cash deferrals (cash bonuses and dividends on deferred performance shares) mirror those in our 401(k) plan, except it does not include ~~our~~Diebold common shares. Our deferred compensation plan does not provide participants with additional pay, but merely provides a tax deferred investment vehicle. Moreover, we do not guarantee any specific rate of return and do not contribute to the return that may be earned.

Retirement

We maintain qualified and non-qualified retirement programs. Our executives, including the ~~Named Executive Officers,~~NEOs, participate in our qualified defined benefit (pension) and defined contribution (401(k)) plans on the same terms as all U.S.-based associates. In ~~January 2012, in order~~2013, we amended the pension plan to ~~better align with market practice, we enhanced our 401(k) match as follows:~~cease future benefit accruals for ~~employees hired prior to July 1, 2003, we match 30% of the first 6% of pay contributed, and for employees hired on or~~all participants after ~~such date, we match 60% of the first 6% of pay contributed.~~December 31, 2013.

We also have four non-qualified supplemental retirement plans: (1) the Pension Supplemental Executive Retirement Plan, or Pension SERP, (2) the Pension Restoration Supplemental Executive Retirement Plan, or Pension Restoration SERP, (3) the ~~401(k)~~401

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(k) Restoration Supplemental Executive Retirement Plan, or 401(k) Restoration SERP, and (4) the 401(k) Supplemental Executive Retirement Plan, or 401(k) SERP. These plans are described in detail below under “~~2012~~2014 Pension and Retirement Benefits.” Participation in the 401(k) Restoration SERP is based on the annual IRS compensation limits. Participation in the other plans is limited to executive officers in positions that help develop, implement and modify our long-term strategic plan, as nominated by the CEO and approved by the ~~Committee. Messrs. Swidarski and Ducey participate in~~Committee; however, we closed the Pension SERP, Pension Restoration SERP and ~~the~~ 401(k) ~~Restoration SERP; however, based on design, benefits accrued~~SERP to any new participants effective December 31, 2013 and also amended these Plans to cease future benefit accruals after December 31, 2013. In addition, we provided immediate vesting under ~~the Restoration SERPs and the Pension~~our 401(k) SERP are not duplicative. Messrs. Richardson and Mayes participate in the 401(k) Restoration SERP and the 401(k) SERP. Ms. Pierce participates in the Pension Restoration SERP and the 401(k) Restoration SERP. Mr. Natoli participates in the 401(k) Restoration SERP.for all active participant effective as of December 31, 2013.

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Table of Contents

The participation status of our NEO’s in the SERPs is summarized below:



Named Executive Officer	401(k) SERP	401(k) Restoration SERP	Pension SERP	Pension Restoration SERP
Andreas W. Mattes		X
Christopher A. Chapman				X
George S. Mayes, Jr.	X	X
Stefan Merz		X
Sheila M. Rutt		X	X	X

Perquisites

We provide our executives with limited perquisites. The Committee believes that these benefits are set at a reasonable level, are highly valued by recipients, have limited cost to the Company, are part of a competitive reward system, and help in attracting and retaining top management talent. Perquisites received by executives include the following, the values of which differ based on an executive’s reporting level:

A local country club membership is maintained by the Company for business purposes. Access to this membership is generally available on an individual basis only to our CEO, Mr. Mattes, as it is believed Diebold will benefit from the business development and networking opportunities provided to Mr. Mattes by this corporate club membership;

Reimbursement for financial planning services up to $12,000 for Mr. Mattes, up to $10,000 for Mr. Chapman, Mr. Mayes, and Ms. Rutt, and up to $7,500 for Mr. Merz; and

A complete annual physical exam (assessment of overall health, screening and risk reviews for chronic diseases, exercise and dietary analysis, and other specialty consultations), which helps protect in small measure the investment we make in these key individuals.

The Committee periodically reviews our practices in this area and makes any necessary adjustments based on market trends and the cost to provide these benefits.

Change-in-Control Protection

We maintain change-in-control agreements for our executive officers, including the ~~Named Executive Officers,~~NEOs (except for Mr. Mattes, whose change-in-control protection is included in his employment agreement, discussed in more detail under “Employment Agreements” below), that provide our executives with the potential for continued employment (or benefits) for three years following a change-in-control. As a result, these agreements help retain these executives and provide for management continuity in the event of an actual or threatened change-in-control of the ~~company.~~Company. They also help ensure that our executives’ interests remain aligned with shareholders’ interests during a time when their continued employment may be in jeopardy. Finally, they provide some level of income continuity should an executive’s employment be terminated without cause in connection with a change-in-control.

The agreements provide:

~~Severance of three times salary for the CEO, and two times salary for the other Named Executive Officers.~~

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~~Table of Contents~~

~~One year of continued participation in our employee retirement income, health and welfare benefit plans, including perquisites.~~

~~One year of additional service for determining the executives’ non-qualified retirement benefits.~~

In addition, the agreements provide a tax gross-up for any excise tax imposed under Section 280G of the Internal Revenue Code, covering severance amounts payable under any other agreement, plan or arrangement. The Committee feels that this tax gross-up is reasonable in light of the salary-only pay definition (bonus is not included in the pay definition) and to ensure that our executives are kept “whole” in the event of a change-in-control so that the individual receives the same after-tax amount as he or she would have received without the imposition of the excise tax.


▪	Severance of two times base salary for agreements entered into before 2011. Severance of two times base salary and target bonus for agreements entered after 2011;


▪	One year of continued participation in our employee retirement income, health and welfare benefit plans, including perquisites; and


▪	One year of additional service for determining the executives’ non-qualified retirement benefits in the 401(k) Restoration SERP, to the extent applicable.

Change-in-control benefits are only paid upon the occurrence of two events. First, there must be a “change-in-control” of the ~~company,~~Company, as defined in the agreements. Second, an executive must be terminated without cause or he or she must terminate

his or her own employment for good cause, as described in the agreements. In this manner, benefits are only paid to executives if they are adversely affected by a change-in-control, consistent with the agreements’ objectives.

~~The terms and conditions of these agreements are identical in all material respects, except for the multiple of base salary noted above.~~ The Committee periodically reviews our policy with respect to these change-in-control agreements, and engages its independent compensation consultant to provide a competitive analysis of our practices. The Committee has determined that this type of agreement is still a valued component of overall compensation for purposes of attracting and retaining quality executive officers and, as such, the Committee approved the continued award of these agreements to new executives.

Aon Hewitt’s market review of our change-in-control benefits in late 2011 reflected that defining ~~pay~~“pay” in a change-in-control setting to include only base salary was below market. Therefore, the Committee determined, beginning in 2012, that any new change-in-control agreements provided to executives ~~will provide severance benefits defining pay~~would define “pay” to include base salary and target bonus.

In addition, the agreements in place prior to 2012 provide a tax gross-up for any excise tax imposed under Section 280G of the Internal Revenue Code covering severance amounts payable under any other agreement, plan or arrangement. However, the Committee decided that, beginning in 2012, any new change-in-control agreements will no longer provide a tax gross-up feature for any excise tax imposed under Section 280G of the Internal Revenue Code.

The change-in-control provisions in Mr. Mattes’ employment agreement reflect these new compensation policies.

The Committee does not account for the value of these agreements when making other compensation decisions.

Severance Protection

~~As a result of an analysis in 2011 by Aon Hewitt, the Committee approved our~~Our Senior Leadership Severance Policy ~~or Severance Policy, in order~~provides coverage to ~~provide greater consistency for~~ executives that are involuntarily terminated other than for cause or upon certain constructive terminations, in each case separate from a change-in-control. These benefits also provide a consistent approach to ensuring reinforcement of an executive’s confidentiality, non-competition and non-solicitation obligations. ~~The Severance Policy~~Our policy provides for the following:

~~Severance of two times salary and target bonus for the CEO, and one and a half times salary and target bonus for the other Named Executive Officers (except for Ms. Pierce, as discussed in “Employment and Separation Agreements” below), as well as a pro-rated bonus payment in the year of termination, based on actual performance.~~

Two years of continued participation in our employee health and welfare benefit plans for our CEO, and one and one-half years of continued participation for the other Named Executive Officers (excluding perquisites and any qualified or non-qualified pension or 401(k) plans).

~~Vesting of all outstanding unvested options, which shall remain exercisable for three months.~~

~~Pro-rata vesting of all outstanding restricted stock, RSUs and performance shares (to the extent such performance awards are earned).~~


▪	Severance of two times salary and target bonus for the CEO, and one and a half times salary and target bonus for the other NEOs, as well as a pro-rated bonus payment in the year of termination, based on actual performance;


▪	Two years of continued participation in our employee health and welfare benefit plans for our CEO, and one and one-half years of continued participation for the other NEOs (excluding perquisites and any qualified or non-qualified pension or 401(k) plans);


▪	Vesting of all outstanding unvested options, which shall remain exercisable for three months;


▪	Pro-rata vesting of all outstanding restricted stock, RSUs and performance shares (to the extent such performance awards are earned); and


▪	Professional outplacement services for a limited time period.

Employment ~~and Separation~~ Agreements

~~Employment Agreements~~

~~As disclosed~~Historically, in ~~our Current Report on Form 8-K filed on January 21, 2013, Mr. Swidarski stepped down as~~order to attract high-quality candidates we have entered into formal employment agreements with our President and ~~Chief Executive Officer, effective as of January 19,~~CEO, and when those positions have been held by separate individuals, with both our President and our CEO. Accordingly, in June 2013, and his departure is considered by the company as an involuntary termination without cause. Prior to his departure, Mr. Swidarski was the only Named Executive Officer with an employment agreement, a copy of which was filed as Exhibit 10.28 to our Annual Report on Form 10-K for the year ended December 31, 2008.

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~~In April 2006,~~ we entered into ~~this~~an employment agreement with Mr. ~~Swidarski, with~~Mattes (for a ~~term~~summary of ~~two years and with automatic one-year renewals thereafter unless either party notified~~this agreement, see the other at least six months before the scheduled expiration date that the term was not to renew. Pursuant to his agreement, Mr. Swidarski was to receive a base salary of $550,000 for the first year, with a cash bonus opportunity up to 200% of base salary, as well as other compensation. Further, Mr. Swidarski was entitled to a monthly car allowance up to $3,295, financial planning and tax preparation services up to $20,000 annually, country club dues and fees, and an annual physical examination.

As a result of a termination without cause, pursuant to his employment agreement, he is entitled to receive severance payments, including: a lump sum amount equal to two years base salary; a lump sum amount equal to twice his target annual cash bonus for the year in which termination occurs; a pro rata annual cash bonus for the year in which termination occurs, but only to the extent an annual cash bonus is paid to others for the year of termination; and continued participation in our employee benefits plans for a period of two years (not including any qualified or non-qualified pension plan or 401(k) plan). Mr. Swidarski is also subject to non-competition and non-solicitation obligations for a period of two yearsdiscussion following ~~his termination of employment, as well as a perpetual obligation of confidentiality, regardless of the circumstances surrounding such termination.~~

~~Separation Agreements~~

Historically, we entered into individually-negotiated separation agreements with our executive officers upon their separation from service in order to reinforce that individual’s confidentiality, non-competition and non-solicitation obligations. Any such separation agreements were typically heavily negotiated, but ultimately consistent with prior separation agreements. Accordingly, in 2011 the Committee approved the Severance Policy discussed above under “~~Personal Benefits” in order to better align with market practice, provide greater consistency in the event of an involuntary termination, and to minimize the cost of such severance negotiations.~~

~~Leslie A. Pierce~~: On August 6, 2012, we entered into a Separation Agreement and Release with Leslie A. Pierce, our former Vice President and Corporate Controller, who stepped down from the company effective as of April 18, 2012. Pursuant to the separation agreement, Ms. Pierce received a severance payment of $873,471 and, in addition, $26,459 in accrued vacation and $216,529 for attorneys’ fees incurred in connection with the separation agreement. Such payments are not treated as pensionable earnings. Ms. Pierce also received certain equity and other benefits consistent with our Severance Policy, and as detailed below in the “~~Summary Compensation Table~~2014 Grants of Plan-Based Awards” ~~and “Post-Termination Payments Table~~table below).” In consideration of these payments and benefits, Ms. Pierce agreed to a general release of existing and potential claims against us and certain related parties, as well as a non-competition agreement, non-solicitation agreement and confidentiality obligations consistent with our Severance Policy. No other NEO has an employment agreement.

~~Charles E. Ducey, Jr.~~: As noted in our Current Report on Form 8-K filed on January 28, 2013, Mr. Ducey stepped down from the company effective as of January 23, 2013, and his departure is considered by the company as an involuntary termination without cause. Further, as noted in our Current Report on Form 8-K filed on February 28, 2013, the company and Mr. Ducey entered into a Separation Agreement and Release on February 22, 2013. In that agreement, the company agreed that Mr. Ducey is entitled to receive the severance benefits under our Severance Policy, discussed above in “~~Personal Benefits~~,” and other benefits under applicable equity agreements. In consideration of these payments and benefits, Mr. Ducey agreed to a general release of existing and potential claims against us and certain related parties, as well as a non-competition agreement, non-solicitation agreement and confidentiality obligations consistent with our Severance Policy.

Other Compensation Policies

Clawback Policy

In addition to any other rights or remedies legally available to us, all of our equity plans include provisions that allow us to cancel awards or “claw back” any shares received pursuant to awards or the exercise of stock options for certain specified conduct that is deemed detrimental to the ~~company.~~Company. To the extent that an executive has already received value for such awards, these provisions also allow us to seek reimbursement of such value directly from the executive or through the garnishment of salary or cash bonus. Examples of such detrimental conduct include:

Engaging, directly or indirectly, in any activity in competition with us, in any product, service or business activity for which the executive had any direct responsibility or direct involvement during the two previous years.

Soliciting one of our employees to terminate his or her employment with us.

Unauthorized disclosure of confidential, proprietary or trade secret information obtained during employment with us.

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Failure to promptly disclose and assign any interest in any invention or idea conceived during the executive’s employment and related to any of our actual or anticipated business, research or development work.

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Any activity that results in a termination for cause, including gross neglect and any act of dishonesty

constituting a felony.

In addition, the Committee has implemented a separate and independent Clawback Policy, effective August 2, 2012, which provides an additional avenue to recover excessive performance-based incentive compensation paid during a three-year look-back period in the event of willful act of misconduct resulting in an obligation on the ~~company~~Company to prepare a financial accounting restatement due to a material noncompliance with any reporting requirement under the U.S. federal securities laws.

Insider Trading Policy

Under our Insider Trading Policy, each employee, officer and director of the ~~company~~Company is prohibited from buying or selling our securities when he or she is aware of material, non-public information about the ~~company,~~Company, or information about other public companies which he or she learns as our employee or director. These individuals are also prohibited from providing such information to others. In addition, this policy prohibits employees, officers and directors from pledging Diebold stock, engaging in short sales of Diebold stock, and from buying or selling any derivative securities related to Diebold stock.

Company-Imposed Black-Out Periods

As noted above, if an executive is in possession of material non-public information, he or she is prohibited from trading in our stock. Apart from these trading restrictions, we also impose routine black-out periods that prohibit executives, including the ~~Named Executive Officers,~~NEOs, from trading during the period that begins two weeks prior to the end of each quarter and extends through the first business day following our next scheduled quarterly earnings release. These self-imposed black-out periods are an example of good corporate governance and help to protect both us and the individual from allegations of insider trading violations.

However, our black-out policy was not intended to penalize employees for this type of positive corporate behavior, and in the past the Committee has approved a cash distribution to employees, including ~~Named Executive Officers,~~NEOs, who were barred from exercising stock options prior to their expiration due to extended company-imposed black-out periods. No such exceptions were made during ~~2012.~~2014.

Stock Ownership Guidelines

The Committee believes that stock ownership guidelines reinforce executive and shareholder alignment. Our executive stock ownership guidelines are:

CEO: 5x salary

CFO, COO and Section 16 Officers: 3x salary

Other CEO direct reports: 1.5x salary

The Committee monitors progress towards achievement for the stated guidelines annually. In determining an executive’s stock holdings, we count the shares beneficially owned, including the after-tax value of RSUs, shares deferred pursuant to our deferred compensation program, and shares owned through our 401(k) savings plan. Outstanding stock options and unearned performance shares do not count towards the executives’ stock ownership guidelines.

Limitations on Deductibility of Compensation

Section 162(m) of the Internal Revenue Code generally limits the deductibility of executive compensation paid by publicly-held corporations to $1 million per ~~certain~~year for the CEO and the next three most highly compensated executive officers, excluding the CFO. The $1 million limitation does not apply to compensation that qualifies as performance-based. ~~The company considers~~We consider the tax and accounting impact of all ~~compensation. The Committee intends to maximize the use of performance-based~~ compensation, ~~to mitigate the deduction limits. Consequently,~~and our annual and long-term incentive plans have been designed so that awards granted under such plans may be able to qualify as performance-based compensation. ~~Solely for purposes~~To the extent possible and consistent with the goals and philosophy of ~~meeting~~compensation stated throughout, the Committee endeavors to limit the impact of Section 162(m) of the Code. The Committee also believes that the tax deduction ~~requirements under Section 162(m), no bonus~~ is ~~paid, nor~~only one of several relevant considerations in setting compensation and that the tax deduction limitation should not be permitted to compromise the Company’s ability to design and maintain executive compensation arrangements that will ~~2012 RSU grants vest, unless 50% of budgeted non-GAAP EPS is achieved. In some situations, however, in order to~~ attract and retain ~~and reward critical~~the executive talent to ~~maximize shareholder value,~~compete successfully. Accordingly, achieving the ~~loss~~desired flexibility in the design and delivery of ~~a tax deduction~~compensation may ~~be necessary and appropriate~~result in compensation that in certain ~~circumstances.~~cases is not deductible for federal income tax purposes.

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EXECUTIVE COMPENSATION

The table below summarizes the total compensation earned by each of our ~~Named Executive Officers~~NEOs for the fiscal years ended December 31, ~~2012, 2011~~2014, 2013 and ~~2010,~~2012, as applicable. The amounts shown include compensation for services in all capacities that were provided to us.

~~2012~~2014 Summary Compensation Table

Name and Principal
Position
Year
Salary
($)
Bonus($)
Stock
Awards¹
($)

Option
Awards²
($)

Non-Equity
Incentive Plan
Compensation³
($)

Change in
Pension Value
and Non-qualified
Deferred
Compensation
Earnings⁴
($)

All Other
Compensation⁵
($)

Total
($)
Thomas W. Swidarski
Former President and Chief Executive Officer
2012 840,000 — 3,138,360 1,840,920 — 961,014 289,653 7,069,947
2011 840,000 — 2,408,475 1,522,800 1,000,000 1,075,308 200,680 7,047,263
2010 800,000 — 1,756,440 1,222,725 800,000 787,477 164,603 5,531,245
Bradley C. Richardson
Executive Vice President and Chief Financial Officer
2012 520,032 — 722,895 423,200 — — 213,022 1,879,149
2011 499,550 — 505,665 326,700 583,275 — 227,827 2,143,017
2010 485,000 — 404,260 239,750 615,465 — 226,242 1,970,717
Charles E. Ducey, Jr.
Former Executive Vice President, North America Operations
2012 424,676 — 722,895 423,200 — 445,635 76,251 1,970,717
2011 384,322 — 505,665 272,250 514,223 690,870 56,232 2,423,562
2010 357,509 — 362,440 143,850 376,253 493,583 54,958 1,788,593
George S. Mayes, Jr.
Executive Vice President and Chief Operating Officer
(former Executive Vice President, Global Operations)
2012 360,797 — 488,880 264,500 149,093 — 175,522 1,438,792
2011 351,997 — 406,040 217,800 446,684 — 143,679 1,566,200
2010 343,412 — 362,440 143,850 404,368 — 120,631 1,374,701
Frank A. Natoli, Jr.
Executive VIce President, Chief Innovation Officer
2012 281,328 — 468,797 174,570 117,283 — 44,245 1,086,223
2011 — — — — — — — —
2010 — — — — — — — —
Leslie A. Pierce ⁶
Former Vice President and Corporate Controller
2012 75,808 — 154,238 76,705 — — 1,250,869 1,557,620
2011 — — — — — — —
2010 — — — — — — — —



Name and Principal Position	Year	Salary ($)	Bonus¹($)	Stock Awards² ($)	Option Awards³ ($)	Non-Equity Incentive Plan Compensation⁴ ($)	Change in Pension Value and Non-qualified Deferred Compensation Earnings⁵ ($)	All Other Compensation⁶ ($)	Total ($)
Andreas W. Mattes President and Chief Executive Officer	2014	836,106	—	2,900,655	1,044,825	1,779,509	—	206,842	6,767,937
	2013	408,365	370,980	2,104,265	813,747	529,973	—	95,732	4,323,062
	2012	—	—	—	—	—	—	—	—
Christopher A. Chapman Senior Vice President, Chief Financial Officer	2014	301,019	—	410,137	68,631	574,035	135,094	25,343	1,514,259
	2013	239,238	—	190,651	57,095	184,100	—	20,366	691,450
	2012	—	—	—	—	—	—	—	—
George S. Mayes, Jr. Executive Vice President and Chief Operating Officer	2014	539,423	—	2,472,994	421,296	813,216	—	195,922	4,442,851
	2013	468,674	—	722,114	336,051	525,000	—	193,797	2,245,636
	2012	360,797	—	488,880	264,500	149,093	—	175,522	1,438,792
Stefan Merz Senior Vice President, Strategic Projects	2014	325,000	—	616,051	99,577	424,003	—	36,935	1,501,566
	2013	—	—	—	—	—	—	—	—
	2012	—	—	—	—	—	—	—	—
Sheila M. Rutt Vice President and Chief Human Resources Officer	2014	332,263	—	609,310	103,803	353,583	241,343	44,489	1,684,791
	2013	—	—	—	—	—	—	—	—
	2012	—	—	—	—	—	—	—	—


1	As disclosed in our 2014 proxy, this column represents that portion of Mr. Mattes’ annual cash bonus in 2013 that did not qualify for inclusion in the “Non-Equity Incentive Plan Compensation” column above.

¹²

~~For~~ ~~2012, this~~This column represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, for ~~performance~~performance-based LTI shares, the Transformation Grant, and RSUs awarded to the ~~Named Executive Officers~~NEOs in ~~2012~~2014. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For the ~~performance~~performance-based LTI shares, such amounts are calculated based on the probable outcome of the relevant performance conditions as of the grant date using a Monte Carlo simulation model. For the Transformation Grant, such amounts are calculated based on the probable outcome of the relevant performance conditions as of the grant date, as detailed in Footnote 5 to the “2014 Grants of Plan-Based Awards” table below. For more information regarding ~~2012~~2014 awards, including the assumptions used in calculating the fair value of performance shares, see the “~~2012~~2014 Grants of Plan-Based Awards Table” below. The maximum number of ~~performance~~performance-based LTI shares that may be earned is also reflected below under the “~~2012~~2014 Grants of Plan-Based Awards Table,” the grant date fair value of which would be: for Mr. ~~Swidarski, $4,602,000;~~Mattes; $2,219,625; for Mr. ~~Richardson, $1,062,000; for Mr. Ducey, $1,062,000;~~Chapman, $280,791; for Mr. Mayes, ~~$663,750,~~$1,723,408; for Mr. ~~Natoli, $442,500,~~Merz, $407,368; and for Ms. ~~Pierce, $221,250.~~Rutt, $424,663. The maximum number of Transformation Grant shares that may be earned is also reflected below under the “2014 Grants of Plan-Based Awards Table,” the aggregate grant date fair value of which would be: for Mr. Mattes, $1,212,834; for Mr. Chapman, $246,971; for Mr. Mayes, $1,467,157; for Mr. Merz, $381,446; and for Ms. Rutt, $361,478. The specific terms of the ~~performance~~performance-based LTI shares, the Transformation Grant, and RSUs are discussed in more detail in “Compensation Discussion and ~~Analysis.~~Analysis” above. These maximum amounts reflect the grant date fair value for these awards, and do not necessarily correspond to the actual value that will be realized by the ~~Named Executive Officers.~~NEOs.

²³

~~For~~ ~~2012, this~~This column represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, for options awarded to the ~~Named Executive Officers~~NEOs in ~~2012~~2014. For more information regarding ~~2012~~2014 grants, see the “~~2012~~2014 Grants of Plan-Based Awards Table” below. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the fair value of these stock options can be found under Note 34 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, ~~2012~~2014. The specific terms of the stock options are discussed in more detail above under “Compensation Discussion and Analysis.” These amounts reflect the grant date fair value for these awards, and do not necessarily correspond to the actual value that will be realized by the ~~Named Executive Officers.~~


³	~~For~~ ~~2012, this column reflects amounts earned by the Named Executive Officers under our Annual Cash Bonus Plan for the~~ ~~2012~~ ~~fiscal year, but that were not actually paid out until February 2013. For a more detailed description of the related performance measures for the Annual Cash Bonus Plan, see above under “Compensation Discussion and Analysis.~~”NEOs.


⁴	~~For~~This column reflects amounts earned by the NEOs under our Annual Cash Bonus Plan for the ~~2012~~2014~~, these~~ fiscal year, but that were not actually paid out until February 2015.

⁵

These amounts shown are the difference (to the extent positive) between the actuarial present value of pension benefits ~~earned~~ as of December 31, ~~2012~~2014 based on a 4.21% discount rate and the RP-2014 Mortality Table for non-annuitants without collar adjustment with MP-2014 fully generational mortality improvement projection and the actuarial present value of pension benefits as of December 31, 2013 based on a 5.09% discount rate and the RP-2000 Combined Healthy Mortality Table with mortality improvement to December 31, ~~2012~~ based on Scale AA and the value of pension benefits earned as of December 31, 2011 based on a 5.04% discount rate and the RP-2000 Combined Healthy Mortality Table with mortality improvement to December 31, 20112013 based on Scale AA. Further, the values were determined assuming the probability is nil that the ~~Named Executive Officer~~NEO will terminate, retire, die or become disabled before their normal retirement date. There was no above-market or preferential interest earned by any ~~Named Executive Officer~~NEO in ~~2012~~2014 on non-qualified deferred compensation. The ~~benefit~~increases in pension values ~~for Mr. Swidarski and Mr. Ducey reflect their participation~~shown above are attributable to the decrease in the ~~Qualified Retirement Plan, Pension SERP~~discount rate from December 31, 2013 to December 31, 2014 and ~~Pension Restoration SERP based upon 16 and 34 years of service, respectively, as discussed further in “2012~~ ~~Pension Benefits~~” below. In addition, the present value of Ms. Pierce’s pension benefit decreased by a total of $72,279, which reflects a decrease of $43,818 in the Qualified Plan due to her election to receive the value as a lump sum, as discussed in “~~Pension Benefits” below, and a decrease of $28,461 in the Pension Restoration SERP due~~ to the ~~recognition of the actual form of payment she elected; and, in accordance with SEC rules, the negative~~ change in ~~pension value is shown as zero in this table.~~mortality assumption to better reflect current and future mortality improvements.

⁵⁶

For ~~2012~~2014, the amounts reported for “~~All~~“All Other ~~Compensation~~”Compensation” consist of amounts provided to the ~~Named Executive Officers~~NEOs as outlined in the table below, with respect toto: (a) ~~the use of a car or cash in lieu thereof (which will be discontinued as of March 2013), (b) club memberships~~ for Mr. ~~Swidarski,~~Mattes, housing allowances and expenses in connection with his relocation to Ohio, (b) amounts contributed for the executive by us under our 401(k) plan and any non-qualified defined contribution plan, including taxes attributable to such non-qualified defined contribution plan, for which the executive is a participant, (c) financial planning services/tax assistance, (d) dividend equivalents paid on unvested RSUs, and (e) other. For NEOs, as applicable, the amount in column (e) reflects expenses related to the Company’s sales awards recognition program (Mr. Mattes: $8,891; Mr. Chapman, $6,272; Mr. Mayes,

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~~dollar value of executive~~$6,272;and Mr. Merz, $6,377), as well as life insurance ~~premiums paid by us for the benefit of the executive, (d) amounts contributed for the executive by us under our 401(k) plan~~benefits (Mr. Mattes, $1,620; Mr. Chapman $623; Mr. Mayes $1,205; Mr. Merz, $790, and any non-qualified defined contribution plan, including taxes attributable to such non-qualified defined contribution plan, for which the executive is a participant, (e) financial planning services/tax assistance, (f) dividend equivalents paid on unvested RSUs,Ms. Rutt, $743), and ~~(g) other. For all Named Executive Officers, the amount in column (g) reflects~~ the approximate value of an annual physical exam provided to our executives (Mr. Mattes, $3,475; Mr. Merz, $3,896, and ~~for Messrs. Swidarski and Richardson, this column includes expenses related to the company’s sales awards recognition program. For~~ Ms. Pierce, the amount in column (g) also reflects severance-related payments and expenses totaling $1,116,459 (severance payments, accrued vacation and attorneys fees), as well as the value of stock option awards accelerated pursuant to her separation agreement, as discussed in “~~Employment and Separation Agreements~~” above, with an aggregate intrinsic value of $123,058 (the difference between the closing market price of the company’s shares on the effective date of her separation and the exercise price, multiplied by the number of “in-the-money” options), as also reflected in the “~~Post-Termination Payments Table” below.~~Rutt, $1,513).

All Other Compensation
($)
Named Executive Officer (a) (b) (c) (d) (e) (f) (g)
Thomas W. Swidarski 23,400 72,280 2,346 37,976 20,000 119,130 14,521
Bradley C. Richardson 11,250 — 1,870 132,286 10,000 47,709 9,907
Charles E. Ducey, Jr. 14,256 — 2,513 20,502 10,000 25,080 3,900
George S. Mayes, Jr. 14,256 — 1,286 122,140 10,000 23,940 3,900
Frank A. Natoli, Jr. 8,193 — — 14,425 — 17,727 3,900
Leslie A. Pierce — — — 4,556 — 2,896 1,243,417



	All Other Compensation
Named Executive Officer		(a)	(b)	(c)	(d)	(e)
Andreas W. Mattes		76,945	60,938	12,000	42,974	13,986
Christopher A. Chapman		—	9,360	—	9,087	6,895
George S. Mayes, Jr.		—	149,527	10,000	28,918	7,447
Stefan Merz		—	17,912	—	7,960	11,063
Sheila M. Rutt		—	19,723	7,616	14,895	2,256


⁶	~~Ms. Pierce’s annual salary of $250,166 was pro-rated based on her length of employment in 2012.~~

~~2012~~2014 Grants of Plan-Based Awards Table

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards¹

Estimated Future Payouts Under Equity Incentive Plan Awards²

All Other Stock
Awards: Number
of Shares of Stock
or Units³
(#)

All Other Option
Awards: Number
of Securities
Underlying
Options⁴
(#)

Exercise or
Base Price of
Option
Awards
($/Sh)

Grant Date
Fair Value of
Stock and
Option
Awards⁵
($)
Name Grant Date
Thresh.
($)

Target
($)

Max.
($)

Thresh.
(#)

Target
(#)

Max.
(#)

Thomas W. Swidarski 2/8/2012 - - - - - - - 174,000 34.89 1,840,920
2/8/2012 - - - - - - 24,000 - - 837,360
2/8/2012 - - - 13,000 52,000 104,000 - - - 2,301,000
2/8/2012 336,000 840,000 1,680,000 - - - - - - -
Bradley C. Richardson 2/8/2012 - - - - - - - 40,000 34.89 423,200
2/8/2012 - - - - - - 5,500 - - 191,895
2/8/2012 - - - 3,000 12,000 24,000 - - - 531,000
2/8/2012 156,010 390,024 780,048 - - - - - - -
Charles E. Ducey, Jr. 2/8/2012 - - - - - - - 40,000 34.89 423,200
2/8/2012 - - - - - - 5,500 - - 191,895
2/8/2012 - - - 3,000 12,000 24,000 - - - 531,000
2/8/2012 127,403 318,507 637,014 - - - - - - -
George S. Mayes, Jr. 2/8/2012 - - - - - - - 25,000 34.89 264,500
2/8/2012 - - - - - - 4,500 - - 157,005
2/8/2012 - - - 1,875 7,500 15,000 - - - 331,875
2/8/2012 108,239 270,598 541,196 - - - - - - -
Frank A. Natoli, Jr. 2/8/2012 - - - - - - - 16,500 34.89 174,570
2/8/2012 - - - - - - 2,300 - - 80,247
2/8/2012 - - - 1,250 5,000 10,000 - - - 221,250
2/8/2012 56,266 140,664 281,328 - - - - - - -
8/13/2012 - - - - - - 5,000 - - 167,300
Leslie A. Pierce⁶
2/8/2012 - - - - - - - 7,250 34.89 76,705
2/8/2012 - - - - - - 1,250 - - 43,613
2/8/2012 - - - 625 2,500 5,000 - - - 110,625
2/8/2012 50,033 125,083 250,166 - - - - - - -



		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards¹			Estimated Future Payouts Under Equity Incentive Plan Awards²			All Other Stock Awards: Number of Shares of Stock or Units³ (#)	All Other Option Awards: Number of Securities Underlying Options⁴ (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards⁵ ($)
Name	Grant Date	Thresh. ($)	Target ($)	Max. ($)	Thresh. (#)	Target (#)	Max. (#)			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards⁵ ($)
Andreas W. Mattes⁶	1/15/14	-	-	-	28,207	31,341	34,476	-	-	-	1,102,576
	2/11/14	-	-	-	-	-	-	-	154,766	34.13	1,044,825
	2/11/14	-	-	-	-	-	-	20,166	-	-	688,266
	2/11/14	-	-	-	6,546	26,181	52,362	-	-	-	1,109,813
	2/11/14	491,040	1,023,000	2,046,000	-	-	-	-	-	-	-
Christopher A. Chapman	1/15/14	-	-	-	5,744	6,382	7,021	-	-	-	224,519
	2/11/14	-	-	-	-	-	-	-	10,166	34.13	68,631
	2/11/14	-	-	-	-	-	-	1,325	-	-	45,222
	2/11/14	-	-	-	828	3,312	6,624	-	-	-	140,396
	2/11/14	132,000	330,000	660,000	-	-	-	-	-	-	-
George S. Mayes, Jr.	1/15/14	-	-	-	34,122	37,913	41,705	-	-	-	1,333,779
	2/11/14	-	-	-	-	-	-	-	62,405	34.13	421,296
	2/11/14	-	-	-	-	-	-	8,131	-	-	277,511
	2/11/14	-	-	-	5,082	20,328	40,656	-	-	-	861,704
	2/11/14	187,000	467,500	935,000	-	-	-	-	-	-	-
Stefan Merz	1/15/14	-	-	-	8,872	9,857	10,843	-	-	-	346,769
	2/11/14	-	-	-	-	-	-	-	14,750	34.13	99,577
	2/11/14	-	-	-	-	-	-	1,922	-	-	65,598
	2/11/14	-	-	-	1,202	4,805	9,610	-	-	-	203,684
	2/11/14	113,750	243,750	487,500	-	-	-	-	-	-	-
Sheila M. Rutt	1/15/14	-	-	-	8,407	9,341	10,276	-	-	-	328,616
	2/11/14	-	-	-	-	-	-	-	15,376	34.13	103,803
	2/11/14	-	-	-	-	-	-	2,003	-	-	68,362
	2/11/14	-	-	-	1,253	5,009	10,018	-	-	-	212,332
	2/11/14	81,304	203,267	406,534	-	-	-	-	-	-	-

¹

These columns present information about the potential payout under our Annual Cash Bonus Plan for fiscal year ~~2012~~2014. The actual amount paid in February ~~2013~~2015 is reflected above in the “~~2012~~2014 Summary Compensation Table” under the ~~column~~ “Non-Equity Incentive Plan ~~Compensation.”~~Compensation” column. For a more detailed description of the related performance measures for our Annual Cash Bonus Plan, see above under “Compensation Discussion and Analysis.”

²

These columns present information about ~~performance~~performance-based LTI shares awarded during ~~2012~~2014 pursuant to the 1991 ~~Plan. The~~Plan (shown with the February 11, 2014 grant date) as well as the Transformation Grant (shown with the January 15, 2014 grant date). For each respective grant type, specific performance measures will be calculated over the three-year period beginning on January 1, ~~2012~~2014 and ending on December 31, ~~2014.~~2016, except with respect to the Transformation Grant for Mr. Mattes which is calculated over the 2014 performance period. No amount is payable unless the threshold performance is ~~exceeded. The~~met. For performance-based LTI shares granted, the maximum award amount ~~which can be up to~~of 200% of the target amount, will be earned only if we achieve maximum ~~performance.~~performance pursuant to that grant’s specific performance measures. For the Transformation Grant, the maximum award amount of 110% of the target amount, will be earned only if we achieve maximum performance pursuant to that grant’s specific performance measures. For a more detailed description of the ~~performance~~performance-based LTI shares, the Transformation Grant, and the related performance measures, see above under “Compensation Discussion and Analysis.”


³	This column presents information about RSUs awarded during ~~2012~~2014 pursuant to the 1991 Plan. For a more detailed description of the RSUs, see above under “Compensation Discussion and ~~Analysis.~~Analysis.”

36

~~Table of Contents~~


⁴	All stock option grants were new and not granted in connection with an option re-pricing transaction, and the terms of the stock options were not materially modified in ~~2012.~~2014. For a more detailed description of the stock options, see above under “Compensation Discussion and Analysis.”

⁵

For ~~performance~~the performance-based LTI shares, the fair value of ~~$44.25~~$42.39 per share as of the grant date was calculated using a Monte Carlo simulation model, and such values reflect the total amount that we would expect to expense in our financial statements over the awards’ three-year performance period, based on the probable outcome of the performance conditions, excluding the effect of estimated forfeitures, in accordance with FASB ASC Topic 718. The assumptions used in calculating the fair value of ~~these performance~~the performance-based LTI shares were as follows: (a) an expected performance period of three years; (b) a risk-free interest rate of 0.4%, which is the interest rate for a zero-coupon U.S. government bond, with a maturity of three years; (c) volatility of ~~32.9%~~30.6%, calculated using the daily ending stock price for the equivalent period to the expected term prior to grant date; and (d) a dividend yield of ~~3.27%~~3.85% as of the grant date. For ~~RSUs,~~ the ~~fair value is calculated using the closing market price of the shares on the February 8, 2012 grant date of $34.89, and $33.46~~Transformation Grant, except for Mr. Natoli’s August 13, 2012 grant, and such values reflect the total amount that we would expect to expense in our financial statements over the awards’ three-year vesting period. For stock options, the fair value was calculated using the Black-Scholes value on the grant date of $10.58, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculatingMattes, the fair value of ~~these stock options can be found under Note 3 to~~$34.18 per share is calculated based upon the ~~Consolidated Financial Statements in our Annual Report on Form 10-K~~probable outcome of all three performance periods for ~~the year ended~~ ~~December 31, 2012~~2014, 2015 and 2016,

40

Table of Contents

respectively, as follows: (a) 2014 (100% of the 2014 performance period plus 50% of the 2015 performance period, plus 33 1/3% of the 2016 performance period), (b) 2015 (50% of the 2015 performance period plus 33 1/3 of the 2016 performance period), and (c) 2016 (33 1/3% of the 2016 performance period), the total of such value reflects the total amount that we would expect to expense in our financial statements for the total of all three performance periods. For the Transformation Grant for Mr. Mattes, the fair value of $34.18 per share is calculated by based upon the probable outcome for the 2014 performance period at 100%. For RSUs, the fair value is calculated using the closing market price of the shares on the February 11, 2014 grant date of $34.13, and such value reflects the total amount that we would expect to expense in our financial statements over the awards’ three-year vesting period. For stock options, the fair value was calculated using the Black-Scholes value on the grant date of $6.75, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the fair value of these stock options can be found under Note 3 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2014.


⁶	~~Awards for Ms. Pierce have not been pro-rated~~ For additional information regarding the Transformation Grant awarded to Mr. Mattes on January 15, 2014, see the discussion above in ~~this table to reflect~~ the ~~length of her employment in 2012.~~“Compensation Discussion and Analysis.”

Mattes Employment Agreement

In ~~2012,~~June 2013, we ~~were party to~~entered into an employment agreement with Mr. ~~Swidarski,~~Mattes in connection with his appointment as our President and ~~we entered into~~CEO. The agreement has an initial term of two years and automatically renews for one-year terms unless either party gives the other at least six months’ notice of non-renewal prior to the scheduled expiration date. Pursuant to the agreement, Mr. Mattes is entitled to receive an annual base salary of $775,000 for the first year and will be eligible for annual incentive awards as determined by the Company in its sole discretion; provided that, for 2013, any annual incentive award for Mr. Mattes will be paid on a ~~Separation Agreement~~pro rata basis, based upon a guaranteed minimum payout of at least 100% of the target opportunity. Under the agreement, Mr. Mattes also received an inducement grant of $500,000 in the form of the Company’s common shares, subject to an obligation to repay 100% of such shares (or equivalent value) to the Company in the event that he voluntarily terminated his employment prior to the first year anniversary of the agreement, and ~~Release~~repay 50% of such shares in the event that he voluntarily terminated his employment prior to the second anniversary of the agreement. Additionally, Mr. Mattes is eligible to participate in the Company’s long-term equity incentive plan as determined by the Company in its sole discretion.

Under the terms of the agreement, if Mr. Mattes is terminated without cause (as defined in the agreement) or he terminates his employment for “good reason” (as defined in the agreement and subject to the Company’s right to cure), in either case other than in the two-year period following a “change-in-control” (as defined in the agreement), assuming he otherwise satisfies certain conditions, he will be entitled to receive, among other things, (i) a lump sum amount equal to any unpaid salary and accrued vacation pay and unreimbursed business expenses, (ii) a lump sum amount equal to two times his annual base salary and annual incentive award at target, (iii) a lump sum pro rata amount, if any, equal to the actual annual incentive that would have been payable to him based on the Company’s actual performance against applicable goals and his personal goals/key initiatives (based on his assumed target level performance), and (iv) continuation of medical, dental, vision and Company-paid basic life insurance coverage for 24 months, and (A) any outstanding and unvested stock options will immediately vest, (B) any restrictions on unvested RSUs will immediately lapse on a pro rata basis and (C) all unearned performance-based shares and performance units will be paid out on a pro rata basis (except with ~~Ms. Pierce. For more information about these agreements, see~~respect to Transformation Grant shares as noted below in “~~Employment~~Potential Payments Upon Termination or Change in Control”).

In addition, in connection with a change-in-control, the term of Mr. Mattes’ employment will automatically be extended to the second anniversary of the change-in-control. If, during the two-year period following a change in control, Mr. Mattes is terminated without cause or he terminates his employment for good reason, assuming he otherwise satisfies certain conditions, he will be entitled to receive, among other things, (i) a lump sum amount equal to any unpaid salary and ~~Separation Agreements~~accrued vacation pay and unreimbursed business expenses, (ii) a lump sum amount equal to two times Mr. Mattes’ annual base salary and annual incentive award at target, (iii) a lump sum pro rata amount, if any, equal to the actual annual incentive that would have been payable to him based on the Company’s actual performance against applicable goals and his personal goals/key initiatives (based on his assumed target level performance), and (iv) continuation of medical, dental, vision and Company-paid basic life insurance coverage for 24 months, and (A) any outstanding and unvested stock options will immediately vest, (B) any restrictions on unvested RSUs will immediately lapse, and (C) all unearned performance-based shares and performance units will become non-forfeitable at 100% of target (except with respect to Transformation Grant shares as noted below in “Potential Payments Upon Termination or Change in Control” ~~above~~).

The employment agreement also provides that Mr. Mattes will not (i) compete with the Company for a period of two years after the termination of his employment or (ii) solicit employees of the Company for a period of three years after the termination of his employment. Mr. Mattes’ employment agreement does not provide for any tax gross-ups for any excise tax that may be imposed under “~~Compensation Discussion and Analysis~~.”Section 280G of the Internal Revenue Code.

41

Table of Contents

Outstanding Equity Awards at ~~2012~~2014 Fiscal Year-End

The following table provides information relating to exercisable and unexercisable stock options as of December 31, ~~2012~~2014 for the ~~Named Executive Officers.~~NEOs. In addition, the following table provides information relating to grants of RSUs, deferred shares and ~~performance shares~~performance-based awards to the ~~Named Executive Officers~~NEOs that ~~have~~had not yet vested as of December 31, ~~2012~~2014. No stock appreciation rights were outstanding as of December 31, ~~2012~~2014.

Option Awards¹
Stock Awards
Number of Securities Underlying Unexercised Options
Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised Unearned
Options
(#)

Equity Incentive Plan Awards:
Name
Grant Date of
Award

Exercisable
(#)
Unexercisable
(#)

Option Exercise
Price
($)

Option Expiration
Date

Number of Shares
or Units of Stock
That Have Not
Vested²
(#)

Market Value of
Shares or Units of
Stock That Have
Not Vested³
($)

Number of Unearned
Shares, Units or Other
Rights That Have Not
Vested
(#)
Market or Payout Value
of Unearned Shares,
Units or Other Rights
That Have Not Vested⁴
($)
Thomas W. Swidarski 2/11/2004 25,000 — — 53.10 2/10/2014 — — — —
2/10/2005 22,900 — — 55.23 2/9/2015 — — — —
2/13/2008 19,757 — — 25.53 2/12/2018 — — — —
2/11/2009 112,500 37,500 — 24.79 2/10/2019 — — — —
2/11/2010 63,750 63,750 — 27.88 2/10/2020 — — — —
2/14/2011 33,750 101,250 — 33.75 2/13/2021 — — — —
2/8/2012 — 174,000 — 34.89 2/7/2022 — — — —
2/14/2007 — — — — — 40,000 1,224,400 — —
2/11/2010 — — — — — 20,500 627,505 — —
2/14/2011 — — — — — 20,000 612,200 — —
2/8/2012 — — — — — 24,000 734,640 — —
2/11/2010 — — — — — — — 42,500 1,300,925
2/14/2011 — — — — — — — 43,500 1,331,535
2/8/2012 — — — — — — — 52,000 397,930
Bradley C. Richardson 11/23/2009 22,500 7,500 — 26.43 11/22/2019 — — — —
2/11/2010 12,500 12,500 — 27.88 2/10/2020 — — — —
2/10/2011 7,500 22,500 — 32.67 2/9/2021 — — — —
2/8/2012 — 40,000 — 34.89 2/7/2022 — — — —
2/11/2010 — — — — — 8,000 244,880 — —
2/10/2011 — — — — — 4,500 137,745 — —
2/8/2012 — — — — — 5,500 168,355 — —
2/11/2010 — — — — — — — 6,500 198,965
2/10/2011 — — — — — — — 9,000 275,490
2/8/2012 — — — — — — — 12,000 91,830
Charles E. Ducey, Jr.⁵
2/11/2004 5,000 — — 53.10 2/10/2014 — — — —
2/10/2005 4,600 — — 55.23 2/9/2015 — — — —
2/20/2006 10,000 — — 39.43 2/19/2016 — — — —
2/14/2007 9,500 — — 47.27 2/13/2017 — — — —
2/11/2009 — 3,750 — 24.79 2/10/2019 — — — —
2/11/2010 7,500 7,500 — 27.88 2/10/2020 — — — —
2/10/2011 6,250 18,750 — 32.67 2/9/2021 — — — —
2/8/2012 — 40,000 — 34.89 2/7/2022 — — — —



		Option Awards¹					Stock Awards
		Number of Securities Underlying Unexercised Options		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
		Number of Securities Underlying Unexercised Options								Equity Incentive Plan Awards:
Name	Grant Date of Award	Exercisable (#)	Unexercisable (#)		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested² (#)		Market Value of Shares or Units of Stock That Have Not Vested³ ($)	Number of Unearned Shares, Units or Other Rights That Have Not Vested⁴ (#)	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁴ ($)
Andreas W. Mattes	6/6/2013	32,367	65,715	—	31.92	6/6/2023	—		—	—	—
	2/11/2014	—	154,766	—	34.13	2/11/2024	—		—	—	—
	6/6/2013	—	—	—	—	—	17,203		595,912	—	—
	2/11/2014	—	—	—	—	—	20,166		698,550	—	—
	6/6/2013	—	—	—	—	—	—		—	9,259	320,697
	1/15/2014	—	—	—	—	—	—		—	28,207	977,087
	2/11/2014	—	—	—	—	—	—		—	26,181	906,910
Christopher A. Chapman	2/20/2006	700	—	—	39.43	2/20/2016	—		—	—	—
	2/14/2007	1,250	—	—	47.27	2/14/2017				—	—
	2/11/2009	1,250	—	—	24.79	2/11/2019	—		—	—	—
	2/11/2010	2,500	—	—	27.88	2/11/2020	—		—	—	—
	2/10/2011	5,250	1,750	—	32.67	2/10/2021	—		—	—	—
	2/8/2012	4,750	4,750	—	34.89	2/8/2022	—		—	—	—
	2/6/2013	2,488	5,052	—	29.87	2/6/2023	—		—	—	—
	2/11/2014	—	10,166	—	34.13	2/11/2024	—		—	—	—
	2/11/2010	—	—	—	—	—	2,000		69,280	—	—
	2/8/2012	—	—	—	—	—	1,300		45,032	—	—
	2/6/2013	—	—	—	—	—	1,277		44,235	—	—
	11/4/2013	—	—	—	—	—	2,000		69,280	—	—
	2/11/2014	—	—	—	—	—	1,325		45,898	—	—
	2/8/2012	—	—	—	—	—	—		—	750	25,980
	2/6/2013	—	—	—	—	—	—		—	798	27,643
	1/15/2014	—	—	—	—	—	—		—	5,744	198,965
	2/11/2014	—	—	—	—	—	—		—	3,312	114,728
George S. Mayes, Jr.	2/10/2005	3,000	—	—	55.23	2/10/2015	—		—	—	—
	2/20/2006	8,000	—	—	39.43	2/20/2016	—		—	—	—
	2/14/2007	9,500	—	—	47.27	2/14/2017	—		—	—	—
	2/11/2009	3,750	—	—	24.79	2/11/2019	—		—	—	—
	2/11/2010	7,500	—	—	27.88	2/11/2020	—		—	—	—
	2/10/2011	15,000	5,000	—	32.67	2/10/2021	—		—	—	—
	2/8/2012	12,500	12,500	—	34.89	2/8/2022	—		—	—	—
	2/6/2013	14,645	29,734	—	29.87	2/6/2023	—		—	—	—
	2/11/2014	—	62,405	—	34.13	2/11/2024	—		—	—	—
	2/11/2010	—	—	—	—	—	5,000		173,200	—	—
	2/8/2012	—	—	—	—	—	4,500		155,880	—	—
	2/6/2013	—	—	—	—	—	7,515		260,320	—	—
	2/11/2014	—	—	—	—	—	8,131		281,658	—	—
	2/8/2012	—	—	—	—	—	—		—	1,875	64,950
	2/6/2013	—	—	—	—	—	—		—	4,697	162,704
	1/15/2014	—	—	—	—	—	—		—	34,122	1,181,976
	2/11/2014	—	—	—	—	—	—	��	—	20,328	704,162
Stefan Merz	2/11/2014	—	14,750	—	34.13	2/11/2024	—		—	—	—
	8/1/2013	—	—	—	—	—	5,000		173,200	—	—
	2/11/2014	—	—	—	—	—	1,922		66,578	—	—
	1/15/2014	—	—	—	—	—	—		—	8,872	307,302
	2/11/2014	—	—	—	—	—	—		—	4,805	166,445
Sheila M. Rutt	2/10/2005	6,000	—	—	55.23	2/10/2015	—		—	—	—
	2/20/2006	8,000	—	—	39.43	2/20/2016	—		—	—	—
	2/14/2007	7,500	—	—	47.27	2/14/2017	—		—	—	—
	2/10/2011	9,000	3,000	—	32.67	2/10/2021	—		—	—	—
	2/8/2012	8,250	8,250	—	34.89	2/8/2022	—		—	—	—
	2/6/2013	—	8,505	—	29.87	2/6/2023	—		—	—	—
	2/11/2014	—	15,376	—	34.13	2/11/2024	—		—	—	—
	2/11/2010	—	—	—	—	—	4,000		138,560	—	—
	2/8/2012	—	—	—	—	—	2,300		79,672	—	—
	1/14/2013	—	—	—	—	—	2,500		86,600	—	—
	2/6/2013	—	—	—	—	—	2,149		74,441	—	—
	2/11/2014	—	—	—	—	—	2,003		69,384	—	—
	2/8/2012	—	—	—	—	—	—		—	1,250	43,300
	2/6/2013	—	—	—	—	—	—		—	1,343	46,530
	1/15/2014	—	—	—	—	—	—		—	8,407	291,215
	2/11/2014	—	—	—	—	—	—		—	5,009	173,512

3742

Table of Contents

Name
Option Awards¹
Stock Awards
Number of Securities Underlying Unexercised Options
Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised Unearned
Options
(#)

Equity Incentive Plan Awards:

Grant Date of
Award

Exercisable
(#)
Unexercisable
(#)

Option Exercise
Price
($)

Option Expiration
Date

Number of Shares
or Units of Stock
That Have Not
Vested²
(#)

Market Value of
Shares or Units of
Stock That Have
Not Vested³
($)

Number of Unearned
Shares, Units or Other
Rights That Have Not
Vested
(#)
Market or Payout Value
of Unearned Shares,
Units or Other Rights
That Have Not Vested⁴
($)
Charles E. Ducey, Jr.⁵
2/20/2006 — — — — — 4,500 137,745 — —
(continued) 2/11/2010 — — — — — 7,500 229,575 — —
2/10/2011 — — — — — 4,500 137,745 — —
2/8/2012 — — — — — 5,500 168,355 — —
2/11/2010 — — — — — — — 5,500 168,355
2/10/2011 — — — — — — — 9,000 275,490
2/8/2012 — — — — — — — 12,000 91,830
George S. Mayes, Jr.
2/10/2005 3,000 — — 55.23 2/9/2015 — — — —
2/20/2006 8,000 — — 39.43 2/19/2016 — — — —
2/14/2007 9,500 — — 47.27 2/13/2017 — — — —
2/11/2009 — 3,750 — 24.79 2/10/2019 — — — —
2/11/2010 — 7,500 — 27.88 2/10/2020 — — — —
2/10/2011 5,000 15,000 — 32.67 2/9/2021 — — — —
2/8/2012 — 25,000 — 34.89 2/7/2022 — — — —
2/20/2006 — — — — — 4,500 137,745 — —
2/11/2010 — — — — — 7,500 229,575 — —
2/10/2011 — — — — — 4,500 137,745 — —
2/8/2012 — — — — — 4,500 137,745 — —
2/11/2010 — — — — — — — 5,500 168,355
2/10/2011 — — — — — — — 6,500 198,965
2/8/2012 — — — — — — — 7,500 57,394
Frank A. Natoli, Jr. 2/14/2007 700 — — 47.27 2/13/2017 — — — —
2/11/2009 — 750 — 24.79 2/10/2019 — — — —
2/11/2010 — 2,500 — 27.88 2/10/2020 — — — —
2/10/2011 — 6,375 — 32.67 2/9/2021 — — — —

2/8/2012 — 16,500 — 34.89 2/7/2022 — — — —
2/11/2010 — — — — — 4,750 145,398 — —
2/10/2011 — — — — — 6,000 183,660 — —
2/8/2012 — — — — — 2,300 70,403 — —
8/13/2012 — — — — — 5,000 153,050 — —
2/11/2010 — — — — — — — 2,000 61,220
2/10/2011 — — — — — — — 2,750 84,178
2/8/2012 — — — — — — — 5,000 38,263
Leslie A. Pierce⁶
2/11/2010 — — — — — — — 2,139 65,475
2/10/2011 — — — — — — — 1,111 34,008
2/8/2012 — — — — — — — 278 2,127


¹	All stock options outstanding at the ~~2012~~2014 fiscal year-end which were issued prior to 2013 vest ratably over a four-year period beginning on the first anniversary of the date of grant. All stock option grants outstanding at the 2014 fiscal year-end which were issued after 2013 vest ratably over a three-year period beginning on the first anniversary of the date of grant.

²

This column reflects unvested RSUs granted to the ~~Named Executive Officers~~NEOs that had not yet vested as of December 31, 2012. Included in this column are special grants of RSUs awarded to Messrs. Ducey, and Mayes on February 20, 2006 of 9,000 RSUs each, with a seven-year cliff vest; however, pursuant to the terms of the RSU grants, one-half of these awards vested on August 7, 2007, when our stock price reached $50 per share for 20 consecutive trading days.2014. The remainder of these special grants may vest early if our stock price reaches $60 per share for 20 consecutive trading days. Also included in this column is a special grant of RSUs awarded to Mr. Swidarski on February 14, 2007 of 40,000 RSUs with a seven-year cliff vest; however, pursuant to the terms of the RSU grant, one-half of this award may vest early if our stock price reaches $62 per share for 20 consecutive trading days and the remainder may vest early if our stock price reaches $75 per share for 20 consecutive trading days. The remaining RSUs included in this column have a three-year cliff vest.


³	The market value was calculated using the closing price of our common shares of ~~$30.61~~$34.64 as of December 31, ~~2012.~~2014.

⁴

~~This column reflects~~These columns report the ~~probable outcome, as of December 31, 2012, of~~ performance shares granted to the ~~Named Executive Officer~~NEOs for the 2012-2014, 2013-2015 and 2014-2016 performance periods, ~~2010 to 2012, 2011 to 2013 and 2012 to 2014.~~as applicable. For the ~~2010 to 2012~~2012-2014 and ~~2011 to 2013~~2013-2015 performance periods, the current performance as of December 31, ~~2012~~2014 was ~~between~~below threshold, and ~~target, and, as such, pursuant to SEC rules, this column reflects~~therefore, the ~~target payout for these periods.~~awards are reported at the threshold level. For the ~~2012 to 2014~~2014-2016 performance period, the current performance as of December 31, ~~2012~~2014 was above threshold, but below target, and therefore, the award is reported at target. In addition, for the Transformation Grant, the 2014 performance (which was the first performance year) was below ~~threshold,~~target, and ~~as such, pursuant to SEC rules, this column reflects~~is therefore reported at threshold. There is no performance yet achieved for either of the 2015 and 2016 performance periods of the Transformation Grant, and therefore, those performance periods are also included at the threshold ~~payout for that period.~~level.


⁵	As noted above, Mr. Ducey stepped down as our Executive Vice President, North America Operations effective as of January 23, 2013. For further information on the treatment of Mr. Ducey’s outstanding equity awards as a result of his departure, see “~~Employment and Separation Agreements” above.~~


⁶	~~The amount of performance shares shown for Ms. Pierce is pro-rated to reflect her period of employment for 2012. For further discussion, see “Employment and Separation Agreements” and “2012 Pay Elements” above.~~

38

~~Table of Contents~~

~~2012~~2014 Option Exercises and Stock Vested

Option Awards Stock Awards
Name
Number of Shares
Acquired on
Exercise
(#)

Value
Realized on
Exercise¹
($)

Number of Shares
Acquired
on Vesting
(#)

Value
Realized on
Vesting²
($)
Thomas W. Swidarski 170,243 1,263,459 35,000 1,357,300
Bradley C. Richardson — — 27,788 859,868
Charles E. Ducey, Jr.
29,250 278,010 5,250 203,595
George S. Mayes, Jr.
28,750 350,363 5,250 203,595
Frank A. Natoli, Jr. 8,125 105,162 1,050 40,719
Leslie A. Pierce 35,100 276,522 4,656 179,788



	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise¹ ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting² ($)
Andreas W. Mattes	—	—	—	—
Christopher A. Chapman	—	—	5,250	177,713
George S. Mayes, Jr.	—	—	4,500	152,325
Stefan Merz	—	—	—	—
Sheila M. Rutt	13,188	134,398	7,000	236,950


¹	The value realized is calculated by multiplying the number of stock options by the difference between the market value of the underlying securities on the date of exercise and the exercise price of the stock option.


²	The value realized is calculated for RSUs ~~and performance shares~~ by multiplying the number of shares of stock ~~or units, as applicable,~~ by the market value of the underlying securities on the vesting date. The number of shares actually received upon vesting may be less than the number shown, due to shares being withheld for the payment of applicable taxes.

~~2012~~2014 Pension and Retirement Benefits

Name Plan Name
Number of Years of
Credited Service
(#)

Present Value of
Accumulated Benefit¹
($)

Payment During
Last Fiscal Year
($)
Thomas W. Swidarski Qualified Retirement Plan 16.3333 $382,884 -
Pension SERP 16.3333 $1,493,575 -
Pension Restoration SERP 16.3333 $2,375,731 -
Bradley C. Richardson - - - -
Charles E. Ducey, Jr. Qualified Retirement Plan 34.1667 $720,484 -
Pension SERP 34.1667 $499,344 -
Pension Restoration SERP 34.1667 $1,478,260 -
George S. Mayes, Jr. - - - -
Frank A. Natoli, Jr. - - - -
Leslie A. Pierce²
Qualified Retirement Plan 21.3333 $241,787 $241,787
Pension Restoration SERP 21.3333 $143,827 -



Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit¹ ($)	Payments During Last Fiscal Year ($)
Andreas W. Mattes	-	-	-	-
Christopher A. Chapman	Qualified Retirement Plan	18.3333	$240,949	-
Christopher A. Chapman	Pension Restoration SERP	18.3333	$114,365	-
George S. Mayes, Jr.	-	-	-	-
Stefan Merz	-	-	-	-
Sheila M. Rutt	Qualified Retirement Plan	14.250	$247,403	-
	Pension SERP	14.250	$288,397	-
	Pension Restoration SERP	14.250	$92,496	-

¹

The values are determined based on a 4.21% discount rate and the ~~RP-2000 Combined Healthy~~RP-2014 Mortality Table for non-annuitants without collar adjustment with ~~projected~~MP-2014 fully generational mortality improvement ~~to December 31,~~ ~~2012~~ ~~based on Scale AA~~projection and are calculated assuming that the probability is nil that a ~~Named Executive Officer~~NEO terminates, dies, retires or becomes disabled before normal retirement date.


²	~~Ms. Pierce was paid a lump sum equal to the value of her Qualified Retirement Plan Benefit in December~~ ~~2012, as part of a one-time window for eligible terminated vested participants to elect a lump sum, as discussed in “Qualified Retirement Plan” below.~~

~~Messrs. Swidarski and Ducey,~~

Mr. Chapman and Ms. ~~Pierce while an employee during 2012,~~Rutt currently participate in the Diebold, Incorporated Retirement Plan for Salaried Employees, or Qualified Retirement Plan, which provides funded, tax-qualified benefits under the Internal Revenue Code to all salaried and non-union hourly U.S.-based employees who were hired before July 1, 2003. This plan provides benefits that are limited by Internal Revenue Code requirements applicable to all tax-qualified pension plans. WeAs noted above, we also maintain ~~three~~ defined benefit Supplemental Executive Retirement Plans, or SERPs, which provide unfunded, non-qualified benefits to select executives. The purpose of the SERPs is to provide additional benefits above those provided under the Qualified Retirement Plan. ~~Messrs. Swidarski and Ducey also participate~~Accruals in the ~~Pension Restoration SERP~~Qualified Retirement Plan and the ~~Pension SERP. Ms. Pierce participates in the Pension Restoration SERP.~~defined benefit SERPs were frozen as of December 31, 2013.

Qualified Retirement Plan

The benefit provided under the Qualified Retirement Plan is payable as a life annuity beginning at normal retirement age (age 65). The benefit is determined based on the following formula:

0.8% of final average compensation up to the Covered Compensation level; plus

1.25% of final average compensation in excess of the Covered Compensation level;

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which sum is multiplied by years of service (subject to a maximum of 30 years).

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In addition, a benefit equal to $50.40 times the number of years of service (subject to a maximum of 30 years) is added to the amount determined above.

Final average compensation is an average of the five highest consecutive full calendar years of salary and bonus out of the last ten full calendar years, with each year’s compensation held to a maximum of the IRS compensation limit for that ~~year ($250,000~~in ~~2012~~).year. The participant’s individual “Covered Compensation” is as defined under the Internal Revenue Code. The benefit is payable for the lifetime of the participant, with alternative forms of payment available to the participant with an actuarial reduction.

Participants may retire early if they are at least age 50 and the sum of their age plus service is at least 70, or at any age with 30 years of service. Benefits may begin upon retirement on an actuarially reduced basis. Participants with at least 15 years of service who become disabled while employed are eligible for an immediate unreduced benefit. Participants terminating with at least five years of service are entitled to a deferred vested benefit at age 65, or may commence the benefit on an actuarially reduced basis, if they are at least age 50 and the sum of their age plus service is at least 70.

The company amended the Qualified Retirement Plan during 2012 to allow terminated vested participants a one-time option to receive their pension benefits as a lump sum. Mr. Pierce was the only Named Executive Officer eligible for this option. She elected to receive a lump sum of her Qualified Retirement Plan benefit, which was distributed to her in December, 2012.

Mr. Swidarski has additional annual benefits payable from the Qualified Retirement Plan in the amount of $4,668, as a result of a transfer of a portion of his Pension SERP benefits. This amount is payable at the same time as the Pension SERP described below as a 100% joint and survivor annuity benefit.

Pension Restoration SERP

Benefits under the Pension Restoration SERP are determined using the same formula as stated above for the Qualified Retirement Plan except the IRS compensation limit is ignored. Net benefits payable from the Pension Restoration SERP at age 65 equal the difference between the benefit determined using total pensionable pay, ignoring qualified plan compensation limits, and the benefit payable from the Qualified Retirement Plan. All other provisions of the Pension Restoration SERP are identical to the Qualified Retirement Plan with the exception of the actuarial reduction factors for retirement before age 65. ~~Messrs. Swidarski and Ducey,~~Mr. Chapman and Ms. ~~Pierce,~~Rutt are the only ~~Named Executive Officers~~NEOs who ~~were participants~~participate in the Pension Restoration SERP. The Pension Restoration SERP was amended in ~~2012.~~2013 to freeze all future benefit accruals after December 31, 2013.

Pension SERP

The Pension SERP provides a supplemental monthly retirement benefit in an amount such that a participant’s total retirement benefit from the Qualified Retirement Plan, the Pension Restoration SERP, the annuity equivalent of the projected employer-provided balance in the 401(k) Restoration SERP (assuming a 3% employer match and a fixed rate of return of 8%) and the Pension SERP, plus one-half of the participant’s anticipated Social Security benefit payable at age 65, equals 50% (pro-rated for less than 25 years of service) of the participant’s final average compensation received from us during the highest five consecutive full calendar years of the last ten full calendar years of employment. Compensation is defined for this purpose as salary plus bonus accrued for each such calendar year. The Pension SERP benefits are payable at age 65 as a straight life annuity. Joint and survivor options are available on an actuarially equivalent basis. Benefits are available to participants retiring or terminating employment with at least 10 years of service, and are payable at the later of (1) attaining both the age of 50 and 70 points (determined by age plus years of service), or (2) separation from service (on a reduced basis if payments begin before age 65). Participants who become disabled while employed and have at least 15 years of service are eligible for an immediate benefit. The Pension SERP was amended in 2013 to freeze all future benefit accruals after December 31, 2013.

Accrued benefits under the Pension SERP are fully vested in the event of a change-in-control of the ~~company. Messrs. Swidarski and Ducey are~~Company. Ms. Rutt is the only ~~Named Executive Officers~~NEO who ~~were participants~~participates in the Pension ~~SERP in 2012. Mr. Swidarski receives enhanced benefits such that he accrues the full 50% target ratably over his entire service at age 60.~~SERP.

Present Value of Accumulated Benefits

The “Present Value of Accumulated Benefits” is the single-sum value as of December 31, ~~2012~~,2014 of the annual pension benefit that was earned through that date payable under a plan beginning at the ~~Named Executive Officer’s~~NEO’s normal retirement age. The normal retirement age is defined as age 65 for the Qualified Retirement Plan, Pension Restoration SERP and Pension SERP. For Mr. Swidarski, a portion of the Qualified Retirement Plan benefit is payable at the same time and in the same form of payment as benefits in the Pension SERP (as a 100% joint and survivor benefit). We used certain assumptions to determine the single-sum value of the annual benefit that is payable beginning at normal retirement age. The key assumptions are as follows:

An interest rate of 4.21%, the FASB ASC 715 discount rate as of December 31, ~~2012~~;

40

2014;

The RP-2014 Mortality Table ~~of Contents~~

~~The RP-2000 Combined Healthy Mortality Tables~~ for ~~males and females projected~~non-annuitants without collar adjustment with MP-2014 fully generational mortality improvement ~~to December 31,~~ ~~2012~~ ~~using Scale AA;~~

projection;

A probability of 100% that benefits are paid as annuities; and

No probability of termination, retirement, death, or disability before normal retirement age.

~~Extra Credited Service~~

Mr. Swidarski has been granted the ability to accrue, for benefit calculation purposes only, 1.124 years of service for each year of service until the full 50% target benefit in the Pension SERP is accrued at age 60. We reserve the discretion to provide such grants of extra service on a case-by-case basis. Factors that might warrant such a grant would include, but not be limited by, the following: the recruitment of an executive who is foregoing benefits under a prior employer’s SERP or other non-qualified deferred compensation plans, or the provision for an executive who would otherwise not qualify for a full accrual at the SERP’s normal retirement age of 65 because his or her years of service are less than the required 25 years of service.

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~~2012~~2014 Non-Qualified Deferred Compensation

Deferred Incentive Compensation Plan No. 2
Name
Executive
Contributions
in 2012
($)

Registrant
Contributions
in 2012
($)

Aggregate
Earnings in
2012¹($)

Aggregate
Withdrawals/
Distributions
($)

Aggregate Balance as of December 31, 2012²
($)
Thomas W. Swidarski — — — — —
Bradley C. Richardson — — 37,188 — 700,735
Charles E. Ducey, Jr. — 1,345 1,065 — 45,691
George S. Mayes, Jr. — — — — —
Frank A. Natoli, Jr. — — — — —
Leslie A. Pierce — — — — —



401(k) Restoration SERP and 401(k) SERP
Name	Executive Contributions in 2014¹ ($)	Registrant Contributions in 2014² ($)	Aggregate Earnings in 2014³ ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance as of December 31, 2014⁴ ($)
Andreas W. Mattes	88,534	53,120	7,926	—	173,224
Christopher A. Chapman	—	—	—	—	—
George S. Mayes, Jr.	26,596	15,958	94,473	—	1,175,362
Stefan Merz	14,254	8,552	488	—	23,294
Sheila M. Rutt	17,271	10,363	12,981	—	191,139


¹	~~This amount represents aggregate earnings (or losses) on cash deferrals, as well as dividends on deferred common shares. This amount is not reflected above in the “2012 Summary Compensation Table” as it is not considered preferential or above-market earnings on deferred compensation.~~

²

This column reflects the balance of all cash deferrals, including dividends on deferred common shares, and the aggregate earnings (or losses) in 2012 on such cash deferrals. As of December 31, 2012, the aggregate balance of all cash deferrals for Mr. Richardson was $700,735 and $9,571 for Mr. Ducey. This column also reflects the value of common shares deferred by Mr. Ducey calculated using the closing price of the common shares of $30.61 as of December 31, 2012. The aggregate number of common shares deferred by Mr. Ducey and reflected in this column was 1,180 shares, with a value as of December 31, 2012, of $36,120. No portion of these amounts are reflected in the “All Other Compensation” column of the “~~2012 Summary Compensation Table” and no portion of these amounts were previously reported in our Summary Compensation Tables in prior years’ proxy statements.~~

401(k) Restoration SERP and 401(k) SERP
Name
Executive
Contributions
in 2012¹
($)

Registrant
Contributions
in 2012²
($)

Aggregate
Earnings in
2012³
($)

Aggregate
Withdrawals/
Distributions
($)

Aggregate Balance
as of December 31,
2012⁴
($)
Thomas W. Swidarski 102,000 30,600 65,336 — 593,588
Bradley C. Richardson 92,991 88,600 23,800 — 490,507
Charles E. Ducey, Jr. 72,656 15,626 21,268 — 233,545
George S. Mayes, Jr. 44,841 90,641 62,767 — 712,118
Frank A. Natoli, Jr. 32,305 14,354 4,004 — 63,985
Leslie A. Pierce 110,351 4,513 7,771 — 144,867


¹	These amounts are included in the “Salary” column of the “~~2012~~2014 Summary Compensation Table.~~” For Ms. Pierce, this number also includes contributions she made from a cash bonus award she received in February 2012 based on 2011 performance, which is not included in the “2012~~ ~~Summary Compensation Table.~~”


²	These amounts are included in the “All Other Compensation” column of the “~~2012~~2014 Summary Compensation Table” and include amounts contributed in ~~2012~~2014 for the ~~2012~~2014 plan year under the 401(k) Restoration ~~SERP, as well as amounts contributed in 2013 for the 2012 plan year under the 401(k)~~ SERP.


³	These amounts represent aggregate earnings ~~(or losses)~~ on executive and registrant contributions. These amounts are not reflected in the “~~2012~~2014 Summary Compensation Table,” as they are not considered preferential or above-market earnings on deferred compensation.


⁴	This column reflects the balance of all contributions and the aggregate earnings (or losses) on such contributions. No portion of this amount is reflected in the “All Other Compensation” column or the “Salary” column of the “~~2012~~2014 Summary Compensation Table” except current-year Registrant Contributions and Executive Contributions, respectively.

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Non-Qualified Deferred Compensation Plans

Deferred Incentive Compensation Plan No. 2

Pursuant to our 1992 Deferred Incentive Compensation Plan, certain executives, including the ~~Named Executive Officers,~~NEOs, were able to defer cash bonuses received under our Annual Cash Bonus Plan and ~~performance~~performance-based share awards earned under the 1991 ~~Plan.~~Plan; however, none of the NEOs were participants in this Deferred Incentive Compensation Plan in 2014. Effective December 31, 2004, as a result of the passage by Congress of the American Jobs Creation Act of 2004, we elected to freeze the 1992 Deferred Incentive Compensation Plan and closed the plan to future deferrals. Effective January 1, 2005, the Board approved the Deferred Incentive Compensation Plan No. 2, which is substantially similar to the 1992 Deferred Incentive Compensation Plan in all material respects, but was designed to be administered in accordance with Section 409A of the Internal Revenue Code.

Under the Deferred Incentive Compensation Plan No. 2, an executive may defer all or a portion of his or her annual cash bonus or ~~performance~~performance-based share ~~earnout.~~amount. Deferral elections for cash bonuses must be made prior to the end of the year preceding the year in which such bonuses would be earned (and payable in the following year). Deferral elections for ~~performance~~performance-based shares must be made at least six months prior to the end of the three-year performance period specified in the grant. ~~Mr. Richardson is the only Named Executive Officer who deferred any incentive compensation for~~ ~~2012~~ ~~under the Deferred Incentive Compensation Plan No. 2.~~

Deferrals of ~~performance~~performance-based shares are treated as a line-item in the executive’s deferred account with us; however, the earnings on the performance shares (dividends and interest) are invested in the same manner as deferrals of cash compensation. ~~The Vanguard Group administers our cash deferrals. As such, cash deferrals are transferred to Vanguard on a quarterly basis, and the executive~~Executives may invest such cash deferrals in any funds available under our 401(k) plan, ~~(except that~~except the ~~Vanguard Prime Money Market Fund is not available in our 401(k) plan).~~Northern Trust and Invesco Stable Value Fund. The table below shows the funds available under the deferred compensation plans and their annual rate of return for the year ended December 31, ~~2012~~,2014, as reported by ~~Vanguard.~~Merrill Lynch.

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Merrill Lynch Funds


Name of Fund	Rate of Return		Name of Fund	Rate of Return		Rate of Return		Name of Fund	Rate of Return
Vanguard Prime Money Market Fund	.04	%	Vanguard Target Retirement 2050	15.58	%
Loomis Sayles Bond Fund	15.13	%	Vanguard Target Retirement 2055	15.58	%
Vanguard Total Bond Market Index Fund	4.05	%	Vanguard Target Retirement 2060	—	%
Vanguard STAR Fund	13.79	%	Loomis Sayles SmC VI Fund	16.34	%
Vanguard Target Retirement Income	8.23	%	Vanguard 500 Index Fund	15.82	%
Allianzgi NFJ Intrnl VAL Instl						(5.3	)%	Vanguard Target Retirement 2055	7.16	%
Calamos International Growth I						(6.12	)%	Vanguard Target Retirement 2060	7.16	%
Invesco Diversified DIV CL R5						12.32	%	Loomis Sayles Bond FD Instl	4.76	%
Janus Triton Fund CL I						9.58	%	Loomis Sayles Small Cap Value Instl	5.33	%
John Hancock Disciplined Value Mid Cap Instl						13.29	%	Vanguard Institutional Index	13.65	%
Vanguard Target Retirement 2010	10.12	%	Vanguard Explorer Fund	14.89	%	5.30	%	Vanguard Total Bond Market Instl	5.29	%
Vanguard Target Retirement 2015	11.37	%	Vanguard Mid-Cap Index Fund	15.80	%	6.56	%	Vanguard Mid-Cap Index Fund	13.60	%
Vanguard Target Retirement 2020	12.35	%	Vanguard Selected Value Fund	15.25	%	7.11	%	Vanguard Primecap FD-ADM CL	18.83	%
Vanguard Target Retirement 2025	13.29	%	Vanguard U.S. Growth Fund	18.43	%	7.17	%	Vanguard Target Income Retirement	5.54	%
Vanguard Target Retirement 2030	14.24	%	Vanguard Windsor II Fund	16.72	%	7.17	%	T Rowe Price Blue Chip Growth	9.28	%
Vanguard Target Retirement 2035	15.16	%	Oppenheimer Developing Markets Fund	20.85	%	7.24	%	Oppenheimer Developing Markets Fund Y	(4.55	)%
Vanguard Target Retirement 2040	15.56	%	Vanguard International Growth Fund	20.01	%	7.15	%	FFI Institutional Fund	0.04	%
Vanguard Target Retirement 2045	15.58	%	Vanguard International Value Fund	20.18	%	7.16	%	American Balanced Fund R5	9.16	%
			Diebold, Incorporated Stock	5.02	%
Vanguard Target Retirement 2050						7.18	%

Executives deferring under the Deferred Incentive Compensation Plan No. 2 select their period of deferral and method of payment at the time of making their deferral elections. Executives may elect to defer their payments until a specified date or until the date they cease to be an associate of the ~~company.~~Company. Further, the executives may elect to receive their distribution either as a lump sum or in approximately equal quarterly installments, not to exceed 40 installments.

401(k) Restoration SERP

The 401(k) Restoration SERP is designed to replace lost retirement benefits due solely to IRS compensation limits. Benefits under this plan are determined exactly as in our 401(k) Plan except that compensation limits are ignored. ~~Named Executive Officers~~NEOs are permitted to elect to defer compensation above the annual IRS limit and we provide a matching contribution at the same rate as under the 401(k) Plan. ~~Vanguard administers the 401(k) Restoration SERP.~~ Both the salary deferrals and our matching contributions ~~are transferred to Vanguard and the executive~~ may ~~invest~~be invested in any funds available under our Deferred Incentive Compensation Plan No. 2 (except the ~~Vanguard Prime Money Market fund, as noted above)~~Northern Trust and Invesco Stable Value Fund). All of the NEOs, except for Mr. Chapman, participate in the 401(k) Restoration SERP.

401(k) SERP

The 401(k) SERP is designed to provide supplemental retirement benefits to executives hired after July 1, 2003, because those executives are not eligible to participate in the Qualified Retirement Plan and Pension SERP. Each year the executive is provided a contribution based upon a points formula (age plus service) as follows:

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Points		Contribution Credit
Under 50		5%
50-59		10%
60-69		12.5%
70-79		15%
80 and over		20%

~~Vanguard administers~~The 401(k) SERP was amended in 2013 to close participation in the Plan and to cease any future contributions after those made for the 2013 plan year. Mr. Mayes is the only NEO who currently participates in the 401(k) SERP. ~~Our contributions are transferred to Vanguard and the~~Upon amendment, all active participants as of December 31, 2013 were immediately vested in any benefit that had accrued on their behalf. The executive may invest ~~the contributions~~his account balance in any investment funds available under our 401(k) Restoration ~~SERP. The 401(k)~~ SERP, ~~includes~~except the ~~Vanguard PRIMECAP Fund with a~~ ~~2012~~ ~~annual rate of return of 15.27%.~~Northern Trust and Invesco Stable Value Fund.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The amount of compensation payable to each ~~Named Executive Officer~~NEO upon voluntary or involuntary termination (with and without cause), retirement, death, disability or in the event of a change-in-control (with and without termination) is described qualitatively in the following narrative and is shown quantitatively in the table below. The amounts shown assume that such termination or change-in-control was effective as of December 31, ~~2012~~,2014, and include amounts earned through such time and are estimates of the amounts that would be paid out to the executives upon his or her termination or change-in-control. The actual amounts to be paid out can only be determined at the time of each ~~Named Executive Officer’s separation, and accordingly, amounts shown for Ms. Pierce reflect those actually paid~~NEO’s separation. Our stock price as ~~a result~~ of ~~her stepping down in April 2012.~~December 31, 2014 was $34.64.

Payments Made Upon Termination

Voluntary or Involuntary With Cause

Whether a ~~Named Executive Officer’s~~NEO’s employment terminates voluntarily or terminates involuntarily with cause, he or she is generally only entitled to base salary earned through the date of termination, along with any deferred compensation earnings payable upon separation from service and any benefits that have accrued under our Qualified Retirement Plan, and any SERP or 401(k) plan (except that no employer-paid SERP benefits are payable in the event of involuntary termination with cause). The Qualified Retirement Plan benefit, under both termination scenarios, and the SERP benefit, if termination is voluntary, is determined as described in “~~2012~~2014 Pension and Retirement Benefits” above. ~~If termination is voluntary,~~For Mr. Chapman and Ms. Rutt, the values shown reflect the present value of the normal retirement benefit ~~(at~~at age ~~65)~~65 for the Qualified Retirement Plan ~~Pension SERP~~ and for the Pension Restoration SERP. ~~Note that~~For Messrs. Mattes and Mayes, and Ms. Rutt, the ~~two~~ nonqualified defined ~~benefit plans specify~~contribution plan values shown reflect the ~~timing and form of payment (based on known participant elections). For Ms. Pierce, we have included~~vested balances in the ~~value of~~401(k) Restoration SERP. Mr. Mayes is also vested in the Pension Restoration SERP payable January 1, 2014 when she is eligible to receive her benefit under her election form of payment of a 100% joint and survivor annuity due to her stepping down on April 18, 2012. Ms. Pierce was paid a lump sum equal to the value of her Qualified Retirement Plan benefit in December 2012, as part of a one-time window for eligible terminated vested participants to elect a lump sum. No additional benefits are payable from the Qualified Retirement Plan to Ms. Pierce.401(k) SERP.

If termination is involuntary with cause, only the portion of the 401(k) Restoration Plan benefit derived from employee contributions is payable to the ~~Named Executive Officer.~~NEO. The entire 401(k) SERP balance is forfeited if termination is involuntary with cause. The 401(k) SERP and 401(k) Restoration SERP balances are not payable until the ~~Named Executive Officer~~NEO attains age 55.

Pursuant to the Severance Policy discussed in more detail above under “Compensation Discussion and Analysis,” a voluntary termination by a ~~Named Executive Officer~~NEO will be deemed a constructive termination thereby entitling him or her to the payments and benefits discussed below under “Involuntary Without Cause” upon the occurrence of any of the following events without the ~~Named Executive Officer’s~~NEO’s express written consent:

A material reduction in the amount of the executive’s then current base salary or target bonus;

We require the executive to change his or her principal location of work to any location which is in excess of 50 miles from his or her previous location of work;

Our failure to obtain in writing the obligation to perform or be bound by the terms of the Severance Policy by any successor company or any purchaser of all or substantially all of our assets; or

Any other action or inaction by us that constitutes a material breach of the terms and conditions of the Severance Policy.

Specifically regarding Mr. Mattes, under the terms of his employment agreement, he would also be entitled to receive, in the event of an involuntary termination with cause or a voluntary termination, payment for any unused vacation and unreimbursed business expenses, and his vested stock options would remain exercisable for 30 days (or the earlier scheduled expiration of the awards) unless otherwise determined by the Committee.

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Involuntary Without Cause

IfIn general, if a ~~Named Executive Officer~~NEO is involuntarily terminated without cause, or a voluntary termination is deemed a constructive termination, pursuant to the Severance Policy and Mr. Mattes’ employment agreement, in addition to the foregoing, he or she is entitled to the following (subject to a general release of claims and acknowledgment of the executive’s confidentiality and non-competition (or other applicable) obligations):

AWith respect to Messrs. Mattes, Chapman and Mayes, a lump sum payment equal to two times (for Mr. Merz and Ms. Rutt, one and one-half ~~times~~times) base salary in effect on the date of termination and target bonus opportunity under our Annual Cash ~~Bonus Plan~~Plain in the year of ~~termination (for Mr. Swidarski, two times base salary and target bonus);~~termination;

A pro-rata award under our Annual Cash Bonus Plan, based upon the time employed in the year of termination, to the extent such awards are otherwise earned (and, under Mr. Mattes’ employment agreement, assuming individual performance at target levels), payable when such awards are generally paid to others;

~~Continued~~With respect to Messrs. Mattes, Chapman and Mayes, continued participation in all of our employee health and welfare benefit plans for ~~a period of~~two years (for Mr. Merz and Ms. Rutt, one and one-half ~~years (for Mr. Swidarski, two~~ years), or the date ~~he or she~~such NEO receives equivalent coverage from a subsequent ~~employer, excluding perquisites and any qualified or non-qualified pension or 401(k) plans;~~employer;

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All outstanding unvested options immediately vest and generally remain exercisable for a period of three months following the date of ~~termination (pursuant to Mr. Swidarski’s employment agreement, his options remain exercisable for 2 years following separation of employment);~~termination;

All outstanding RSUs vest pro-rata based upon the time employed in the year of termination relative to the ~~deferral~~vesting period of the RSUs;

Pro-rata performance share ~~earnouts,~~amounts (except amounts granted under the Transformation Grant), based upon the time employed in the year of termination relative to the performance period, to the extent such awards are earned, payable when such awards are generally paid to others;

A Qualified Retirement Plan benefit using the plan provisions as described in “~~2012~~2014 Pension and Retirement Benefits” above; and

Professional outplacement services for up to two years.

The Pension SERP, Pension Restoration SERP, 401(k) SERP and 401(k) Restoration SERP do not provide any additional benefits upon an involuntary termination. The ~~Named Executive Officer~~NEO is only entitled to a SERP benefit if he or she otherwise qualifies for a normal, early or deferred vested SERP benefit at termination.

For ~~Messrs. Swidarski~~Mr. Chapman and ~~Ducey,~~Ms. Rutt, the values shown reflect the present value of the normal retirement benefit ~~(at~~at age ~~65)~~65 for the Qualified Retirement ~~Plan, Pension SERP and Pension Restoration SERP. Note that the two~~Plan. The nonqualified defined benefit ~~plans specify~~plan values shown reflect the timing and form of payment (based on known participant elections). However, due to the forms of payment being actuarially equivalent and the absence of early retirement subsidies, this calculation approach is reasonable.

~~For Ms. Pierce, as a result of her stepping down from the Company effective as of April 18, 2012, we have included the~~present value of the ~~Pension~~normal retirement benefit at age 65 as well. For Messrs. Mattes and Mayes and Ms. Rutt, the nonqualified defined contribution plan values shown reflect the vested balances in the 401(k) Restoration ~~SERP payable January 1, 2014 when she~~SERP. Mr. Mayes is ~~eligible to receive her benefit under her elected form of payment of a 100% joint and survivor annuity. Ms. Pierce was paid a lump sum equal to~~also vested in the value of her Qualified Retirement Plan benefit in December 2012, as part of a one-time window for eligible terminated vested participants to elect a lump sum. No additional benefits are payable from the Qualified Retirement Plan to Ms. Pierce.401(k) SERP.

For all ~~Named Executive Officers,~~applicable NEOs, we have included the value of their vested nonqualified defined contribution balances, footnoting that these amounts are not payable until the ~~Named Executive Officer~~NEO attains age 55. ~~For information related to the departures of Messrs. Swidarski and Ducey in early 2013, see “Employment and Separation Agreements” above.~~

Payments Made Upon Retirement

InGenerally, in the event of the retirement of a ~~Named Executive Officer~~NEO at or after the earliest voluntary retirement age, in addition to the benefits identified above under “Voluntary or Involuntary With Cause,” he or she is entitled to the following:

All outstanding unvested options immediately vest if the ~~Named Executive Officer~~NEO had attained the age of 65 and completed five or more years of continuous employment;

All outstanding RSUs ~~awarded prior to 2007 immediately vest and become nonforfeitable;~~

~~All outstanding RSUs awarded after 2006 immediately vest and become nonforfeitable if the Named Executive Officer had attained the age of 65 and completed five or more years of continuous employment;~~

~~All outstanding RSUs awarded after 2006~~ vest pro-rata based upon the time employed in the year of termination relative to the deferral period of the RSUs, if the sum of the ~~Named Executive Officer’s~~NEO’s age and years of continuous employment equals or exceeds 70; and

Pro-rata performance share ~~earnouts, as described above.~~

44

amounts (except amounts granted under the Transformation Grant), based upon the time employed in the year of termination relative to the performance period, to the extent such awards are earned, payable when such awards are generally paid to others;

~~Table of Contents~~

~~For~~In 2014, Mr. Chapman did not satisfy the retirement eligibility conditions for either the Qualified Retirement Plan ~~Pension SERP and~~or the Pension Restoration ~~SERP, we have included the value of those benefits which are immediately payable if the Named Executive Officer were to retire as of~~ ~~December 31, 2012~~ ~~and~~SERP. Similarly, in 2014, Ms. Rutt did not satisfy the retirement eligibility ~~conditions. In 2012, Messrs. Swidarski and Ducey were able to retire under~~conditions for the ~~terms of Diebold’s defined benefit plans.~~ Qualified Retirement Plan, the Pension Restoration SERP, or the Pension SERP.

The amounts shown for Messrs. ~~Swidarski~~Mattes and ~~Ducey~~Mayes, and Ms. Rutt, also include the value of their ~~respective~~ vested nonqualified defined contribution ~~balances.~~balance in the 401(k) Restoration SERP. Mr. Mayes is also vested in his 401(k) SERP balance. Retirement eligibility is age 55 under the 401(k) SERP and the 401(k) Restoration SERP. For Messrs. Richardson, Mayes and Natoli, and Ms. Pierce, we have only included the value of their respective vested nonqualified defined contribution balances, which such amounts are not payable until the Named Executive Officer attains age 55.

Payments Made Upon Death or Disability

InGenerally, in the event of the death or disability of a ~~Named Executive Officer,~~NEO, the ~~Named Executive Officer~~NEO or his or her estate or beneficiaries would receive the same equity benefits indicated above under “Payments Made Upon Retirement,” except that all outstanding and unvested options and RSUs, regardless of when awarded, would immediately vest and become ~~nonforfeitable.~~nonforfeitable and unvested options will be remmain exercisable for one year (or the earlier scheduled expiration thereof). In addition, the ~~Named Executive Officer~~NEO or his or her estate or beneficiaries would receive benefits under our disability plan or payments under our group term life insurance plan or any supplemental life insurance plan, as appropriate.

~~Named Executive Officers~~Additionally, under Mr. Mattes’ employment agreement, Mr. Mattes (or Mr. Mattes’ estate or beneficiaries, as applicable) would be entitled to the following upon his death or disability (subject to a general release of claims and acknowledgment of his two-year non-competition, three-year non-solicitation and confidentiality covenants contained in the employment agreement only in the case of disability):

A pro-rata target award under our Annual Cash Bonus Plan based upon the time employed in the year of termination;

48

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Pro-rata performance-based share amounts, based upon the time employed in the year of termination relative to the performance period, to the extent such awards are earned, payable when such awards are generally paid to others; and

(Only following his disability) continued participation in all of our employee health and welfare benefit plans for a period of two years or the date he receives equivalent coverage from a subsequent employer.

NEOs who die while actively employed are eligible for surviving spouse benefits from the Qualified Retirement Plan payable at the ~~Named Executive Officer’s~~NEO’s normal retirement date (or on an actuarially reduced basis at an early retirement date) if the ~~Named Executive Officer~~NEO had at least five years of service. The benefit is equal to 50% of the benefit payable if the ~~Named Executive Officer~~NEO terminated employment on the date of his death, survived to the payment date as elected by his or her spouse, and elected to begin receiving the 50% joint and survivor form of payment. Benefits payable to the surviving spouse upon death of the ~~Named Executive Officer~~NEO from the Pension SERP and the Pension Restoration SERP are payable at the later of the executive’s early retirement date or date of death. For the Pension SERP, the death benefit is equal to the benefit that would have been payable to the ~~Named Executive Officer~~NEO if he or she terminated employment on the date of death and survived to his or her first payment date. ~~Named Executive Officers~~NEOs must have ten years of service at the time of death for death benefits to be payable under the Pension SERP. For the Pension Restoration SERP, the death benefit is equal to 50% of the benefit, actuarially adjusted for the difference in age between the ~~Named Executive Officer~~NEO and spouse, that would have been payable to the executive if he or she terminated employment on the date of death and survived to his or her first payment date. ~~Named Executive Officers~~NEOs must have five years of service at the time of death for death benefits to be payable under the Pension Restoration SERP. The 401(k) SERP and 401(k) Restoration SERP pay a death benefit equal to the executive’s plan account if the executive had ten years of service and three years of service, respectively.

Disability benefits are payable immediately on an unreduced basis from the Qualified Retirement Plan based on service at the date of disability if the ~~Named Executive Officer~~NEO had at least 15 years of service and was determined to be totally and permanently disabled. Disability benefits under the Pension SERP, Pension Restoration SERP, and 401(k) SERP are payable immediately on an unreduced basis for disability after the ~~Named Executive Officer~~NEO has at least 15 years of service. Disability benefits under the 401(k) Restoration SERP are payable immediately on an unreduced basis.

For the defined benefit plans, we have shown the present value of the death benefits payable to the ~~Named Executive Officer’s~~NEO’s spouse in case of the ~~Named Executive Officer’s~~NEO’s death as of December 31, ~~2012~~.2014. For the Qualified Retirement Plan, Pension SERP and Pension Restoration SERP, the values shown reflect the present value of the ~~normal~~early retirement ~~benefit (at age 65).~~benefits.

Under the disability scenario for the defined benefit plans, we have reflected the present value of the immediately payable benefit if the ~~Named Executive Officer~~NEO is eligible for disability as of the measurement date. In determining the value of the disability benefits, we used the ~~1985 Pension Disability Mortality Table~~RP-2014 Disabled Retirees mortality table with fully generational projection using MP-2014 and the assumptions noted under “Present Value of Accumulated Benefits” above. Mr. Chapman is eligible for the enhanced disability benefit under the defined benefit plans.

For both the death and disability scenarios, for all ~~Named Executive Officers,~~NEOs, we have included the value of their vested nonqualified defined contribution balances which are payable immediately.

~~Mr. Swidarski~~

~~Pursuant to Mr. Swidarski’s employment agreement, in the event of his death in 2012, in addition to the benefits identified above, he was entitled to the following:~~

~~Base salary through the end of the month in which death occurs; and~~

~~A pro-rata award under our Annual Cash Bonus Plan, as described above.~~

~~In the event of his permanent and total disability, in 2012, in addition to the benefits identified above, he would also have been entitled to the following:~~

45

~~Table of Contents~~

~~Disability benefits in accordance with the long-term disability program in effect for our senior executives, which in no event will provide him with less than 60% of his base salary to age 65;~~

~~Base salary through the end of the month in which disability benefits commence;~~

~~A pro-rata award under our Annual Cash Bonus Plan, as described above; and~~

~~Continued participation in our employee health and welfare benefit plans for a period of 36 months, excluding perquisites and any qualified or non-qualified pension or 401(k) plans.~~

Payments Made Upon a Change-in-Control or Termination Following a Change-in-Control

InPursuant to the ~~event of~~change-in-control agreements described previously, as well as Mr. Mattes’ employment agreement, in connection with a change-in-control ~~pursuant to~~ the ~~terms~~term of employment for each NEO will extend until at least the third anniversary of the ~~applicable equity compensation agreements, each Named Executive Officer is automatically entitled to the following benefits:~~

~~All outstanding unvested options awarded prior to September 2009 immediately vest; and~~

~~All outstanding RSUs awarded prior to September 2009 immediately vest and become nonforfeitable.~~

~~For all equity compensation agreements entered into after September 2009, the foregoing benefits would immediately vest only in the event the Named Executive Officer’s~~change-in-control (two years for Mr. Mattes). If a NEO has his employment is terminated without cause within such time following a change-in-control or if the ~~Named Executive Officer~~NEO terminates his ~~or her own employment under the circumstances identified below.~~

In addition to the aforementioned benefits, pursuant to the change-in-control agreements described previously, if a Named Executive Officer’s employment is terminated without cause within three years following a change-in-control or if the Named Executive Officer terminates his or her employment within such time under the constructive termination circumstances identified below, ~~in addition to~~ the ~~benefits indicated above, the Named Executive Officer~~NEO is entitled to the following benefits:

Unpaid base salary and accrued vacation pay and unreimbursed business expenses;

A lump sum payment equal to two times base salary ~~(for Mr. Swidarski, three times base salary),~~ as in effect on the date of ~~termination;~~termination for agreements entered into before 2011 and two times base salary and target bonus for agreements entered into thereafter (for Mr. Mattes, two times base salary and target bonus opportunity under our Annual Cash Bonus Plan in the year of termination); and

Continued participation in ~~all of~~ our employee ~~retirement income,~~ health and welfare benefit plans, including executive perquisites (or substantially similar plans) for a period of 12 months (24 months for Mr. Mattes), excluding any equity compensation ~~plans,~~plans.

In addition to the benefits mentioned above, in the event of a change-in-control, pursuant to the terms of the applicable equity compensation agreements, if following the change-in-control the NEO is terminated without cause or he terminates his employment under the constructive termination circumstances identified below, each NEO is automatically entitled to the following benefits:

If terminated after such change-in-control but before the expiration of the applicable deferral period, all outstanding unvested options immediately vest and remain exercisable pursuant to the terms of the applicable award agreement;

All outstanding RSUs immediately vest and become nonforfeitable; and

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Table of Contents

Unearned and non-forfeited performance-based shares become nonforfeitable at 100% of target.

Under Mr. Mattes’ employment agreement, in connection with a change-in-control, in addition to the benefits identified above, if within two years following the change-in-control Mr. Mattes is terminated without cause or he terminates his employment under the constructive termination circumstances identified in the employment agreement, he will also be entitled to receive:

A pro-rata award under our Annual Cash Bonus Plan, based upon the time employed in the year of termination, to the extent such ~~benefits period being considered service~~awards are otherwise earned and assuming individual performance at target levels, payable when such awards are generally paid to others; and

Professional outplacement services for ~~purposes of service credits under any of our qualified or non-qualified retirement plans (except that the continued service credit under any qualified plan shall be paid for by us).~~up to two years.

For purposes of ~~both~~Mr. Mattes’ employment agreement, the equity compensation agreements and the change-in-control agreements for the other NEOs, a change-in-control is deemed to occur upon any of the following ~~events:~~events (subject to limited exceptions described in such agreements):

We are merged, consolidated or reorganized with another company, and as a result, less than a majority of the combined voting power of the then-outstanding securities is held by our shareholders of record immediately prior to such transaction;

We sell or otherwise transfer all or substantially all of our assets, and as a result, less than a majority of the combined voting power of the then-outstanding securities is held by our shareholders of record immediately prior to such transaction;

There is a report filed with the SEC disclosing that any person or entity has become the beneficial owner of 20% or more of the combined voting power of our then-outstanding securities (except that for equity compensation agreements entered into after September 2009, the applicable beneficial ownership threshold is 30%);

We file a current report or proxy statement with the SEC disclosing that a change-in-control has or may have occurred or will or may occur in the future pursuant to any then-existing contract or ~~transaction;~~transaction (however, this event would not trigger a change-in-control for purposes of Mr. Mattes’ employment agreement); or

If, during any period of two consecutive years, directors at the beginning of such period cease to constitute at least a majority of the board, unless the election or nomination for election of each director first elected during the period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

Further, for purposes of the equity compensation agreements ~~entered into after September 2009~~ and the change-in-control agreements, a voluntary termination by a ~~Named Executive Officer~~NEO upon a change-in-control will be deemed a constructive termination by us upon the occurrence of any of the following events:

Failure to elect, re-elect or otherwise maintain the executive in the offices or positions held prior to the change-in-control;

46

~~Table of Contents~~

A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position held by the executive, or a reduction in his aggregate compensation or employee benefit plans;

A good faith determination by the executive that the change-in-control has rendered him or her substantially unable to carry out or has substantially hindered his or her ability to perform any of the authorities, powers, functions, responsibilities or duties attached to the position he or she held prior to the change-in-control;

We liquidate, dissolve, merge, consolidate or reorganize or transfer all or a significant portion of our business or assets, unless the successor has assumed all duties and obligations of the change-in-control agreements; or

We relocate and require the executive to change his or her principal location of work to any location which is in excess of 2550 miles from his or her previous location of work, or requires the executive to travel significantly more than was previously required.

For purposes of Mr. Mattes’ employment agreement, the constructive termination circumstances that may trigger the receipt of severance payments and benefits as described above consist of (without Mr. Mattes’ express written consent):

Changes to Mr. Mattes’ title or material job duties resulting in a material diminution of his authority, duties, or responsibilities;

Material reduction in Mr. Mattes’ base salary rate or target annual cash bonus opportunity;

A requirement that Mr. Mattes move his principal job location more than 50 miles from our North Canton, Ohio corporate headquarters;

Mr. Mattes is removed by the Board of its own volition as a director;

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Table of Contents

Failure to obtain in writing the agreement of any of our successors (or purchaser of all or substantially all of our assets) to perform or be bound by the terms of Mr. Mattes’ employment agreement; or

Any other action or inaction by us that constitutes a material breach by us of Mr. Mattes’ employment agreement.

For purposes of calculating the retirement benefits payable when a change-in-control occurs with termination, each ~~Named Executive Officer~~NEO actively employed as of December 31, ~~2012 is~~2014 may be entitled to the following:

AIf participating in the Qualified Pension Retirement Plan, ~~benefit~~Pension SERP and/or Pension Restoration SERP the benefits are determined using the plan provisions as described in the “~~2012~~2014 Pension and Retirement Benefits” ~~above plus an~~above;

If participating in the 401(k) Restoration Plan, a benefit equal to the one additional year of ~~service and pay (base plus target bonus) in~~employer match, the ~~benefit determination;~~



~~General Information~~	1
~~Questions and Answers~~	1
~~Corporate Governance~~	4
~~Board Leadership Structure~~	4
~~Board Meetings and Executive Sessions~~	4
~~Board Risk Oversight~~	4
~~Board Committees and Composition~~	5
~~Director Independence~~	7
~~Related Person Transaction Policy~~	8
~~Communications with Directors~~	8
~~Code of Business Ethics~~	9
~~Compensation Committee Interlocks and Insider Participation~~	9
~~Director Orientation and Education~~	9
~~Compensation of Directors~~	10
~~2012 Director Compensation~~	11
~~Director Stock Ownership Guidelines~~	11
~~Consideration of Director-Nominees~~	12
~~Shareholder Nominees~~	12
~~Identifying and Evaluating Nominees for Directors~~	12
~~Majority Voting Policy~~	12
~~Board Diversity, Director Qualifications and Corporate Governance Guidelines~~	12
~~Proposal 1: Election of Directors~~	13
~~Beneficial Ownership of Shares~~	17
~~Security Ownership of Directors and Management~~	17
~~Section 16(a) Beneficial Ownership Reporting Compliance~~	18
~~Compensation Committee Report~~	19
~~Compensation Discussion and Analysis~~	19
~~Our Business and 2012 Highlights~~	19
~~Our Compensation Strategy~~	20
~~2012 Executive Compensation Summary~~	21
~~Corporate Governance Standards~~	21
~~Consideration of 2012 Say-on-Pay Vote~~	22
~~2012 Total Compensation Mix~~	22
~~Long-term Incentive Valuations~~	22
~~Compensation Decision Process~~	23
~~2012 Pay Elements~~	25
~~Executive Stock Ownership Guidelines~~	30
~~2013 Compensation Decisions~~	30
~~Personal Benefits~~	30
~~Employment and Separation Agreements~~	32
~~Other Compensation Policies~~	33
~~Executive Compensation~~	35
~~2012 Summary Compensation Table~~	35
~~2012 Grants of Plan-Based Awards~~	36
~~Outstanding Equity Awards at 2012 Fiscal Year-End~~	37
~~2012 Option Exercises and Stock Vested~~	39
~~2012 Pension and Retirement Benefits~~	39
~~2012 Non-Qualified Deferred Compensation~~	41
~~Non-Qualified Deferred Compensation Plans~~	42
~~Potential Payments upon Termination or Change in Control~~	43
~~Payments Made Upon Termination~~	43


Name	Fees Earned or Paid in Cash¹($)	Stock Awards² ($)	All Other Compensation³ ($)	Total ($)	Fees Earned or Paid in Cash¹($)	Stock Awards² ($)	All Other Compensation³ ($)	Total ($)
Patrick W. Allender	77,999	115,539	5,971	199,509	93,334	124,425	14,400	232,159
Roberto Artavia					81,000	124,425	7,557	212,982
Bruce L. Byrnes	81,000	115,539	9,163	205,702	82,667	124,425	17,620	224,712
Mei-Wei Cheng	81,000	115,539	13,153	209,692
Phillip R. Cox	87,500	115,539	17,371	220,410	85,333	124,425	26,360	236,118
Richard L. Crandall	75,000	115,539	17,371	207,910	82,833	124,425	26,762	234,020
Gale S. Fitzgerald	87,500	115,539	17,371	220,410	85,000	124,425	25,900	235,325
Phillip B. Lassiter⁴	27,001	—	12,882	39,883
John N. Lauer	167,000	115,539	19,765	302,304
Gary G. Greenfield⁴					48,333	124,425	2,727	175,485
Robert S. Prather, Jr.					78,000	124,425	7,557	209,982
Rajesh K. Soin	48,000	115,539	2,437	165,976	79,000	124,425	11,295	214,720
Henry D. G. Wallace	100,500	115,539	19,765	235,804	175,667	124,425	28,315	328,407
Alan J. Weber	88,500	115,539	17,371	221,410	84,333	124,425	25,900	234,658



Name, Term and Age		Position, Principal Occupation, Business Experience and Directorships Last Five Years, and Qualifications to Serve
Patrick W. Allender Director since 2011 Age — 6668		February 2007: Retired Executive Vice President, Chief Financial Officer and Secretary, Danaher Corporation, Washington, D.C. (diversified manufacturing); ~~2005 - 2007: Executive Vice President, Chief Financial Officer and Secretary, Danaher Corporation.~~ Currently a director of ~~Colfax Corporation, Fulton, Maryland (diversified industrial products) since 2008, where he serves as Chair of the Governance Committee and a member of the Audit Committee; and~~ Brady Corporation, Milwaukee, Wisconsin (identification solutions) since 2007, where he serves as Chair of the Finance Committee, and a member of the Audit and Nominating ~~Committees.~~Committees; and Colfax Corporation, Fulton, Maryland (diversified manufacturing) since 2008, where he serves as Chair of the Governance Committee and a member of the Audit Committee. Chair of our Audit Committee and member of our Board Governance Committee. Mr. Allender’s 18 years as Chief Financial Officer of a large ~~publicly traded~~publicly-traded company with global operations provides our Board with valuable expertise in financial reporting and risk management. In addition, as a result of Mr. Allender’s public accounting background, including as audit partner of a major accounting firm, he is exceptionally qualified to serve as Chair of our Audit Committee.



~~Name, Term and Age~~		~~Position, Principal Occupation, Business Experience and~~ ~~Directorships Last Five Years, and Qualifications to Serve~~
~~Roberto Artavia~~ ~~Director-nominee~~ ~~Age — 54~~		~~2008 - Present~~: Chairman and CEO of Fundación Marviva, and Chairman of Marviva Foundation, each not-for-profit organizations dedicated to the protection of marine resources in the Americas and Mid-eastern Pacific, respectively; Protector of AVINA Foundation; ~~2005 - Present: Board member of Copa Holdings, S.A. (airline industry).~~ Also currently Chairman of Viva Trust, and President of Fundación Latinoamérica Posible, each dedicated to the promotion of sustainable development, integration and social responsibility in Latin America. He is also a Director and CEO of the Global Social Competitiveness Index Initiative, Inc., based in Washington, D.C. From 1999-2007, he served as Rector of INCAE Business School, a school of business with operations in 12 Latin American countries, where he served as Dean from 1994-1996. He also served as an academic researcher for Harvard Business School from 1987-2001. ~~Mr. Artavia’s academic and philanthropic experience within the business sector is a tremendous asset, particularly in Latin America, a market where we continue to focus on growth.~~



~~Bruce L. Byrnes~~ ~~Director since 2010~~ ~~Age — 65~~		~~July 2008: Retired Vice Chairman of the Board, Procter & Gamble, Inc., Cincinnati, Ohio (consumer goods);~~ ~~2004-2007: Vice Chairman of the Board, Household Care, Procter & Gamble, Inc.~~ Currently a director of Cincinnati Bell Inc., Cincinnati, Ohio (telecommunications) since 2003, where he serves as Chair of the Governance and Nominating Committee; Boston Scientific Corp., Natick, Massachusetts (medical devices) since 2009, where he serves as Chair of the Governance and Nominating Committee, and a member of the Audit Committee; and Brown-Forman Corporation, Louisville, Kentucky (wine and spirits) since 2010, where he serves as a member of the Audit, and Governance and Nominating Committees. Formerly a director of Procter & Gamble from 2002 - 2008. ~~Member of our Audit and Board Governance Committees.~~ Mr. Byrnes’ qualifications to sit on our Board include his 38 years in various leadership roles of an $80 billion global business, including his extensive marketing and strategy experience, and profit and revenue responsibility at Procter & Gamble. Further, as a result of Procter & Gamble’s business-to-consumer focus, he brings a different perspective to our Board and our business-to-business focus.

Phillip R. Cox Director since 2005 Age — 6567		1972 – Present: President and Chief Executive Officer, Cox Financial Corporation, Cincinnati, Ohio (financial planning and wealth management services). Currently a director of Cincinnati Bell Inc., Cincinnati, Ohio (telecommunications) since 1993, where he has served as Chairman of the Board since 2003 and where he serves as a member of the Audit and Finance, Compensation, and Governance and Nominating Committees; The Timken Company, Canton, Ohio (engineered steel products) since 2004, where he has served as member of the Audit Committee since 2004, and served as Chair of the Finance Committee from 2004 – 2011; and Touchstone Investments, Cincinnati, Ohio (mutual fund company) since 1993, where he has served as Chairman of the Board since ~~2008. Formerly~~2008; and The Timken Company, Canton, Ohio (engineered steel products) since 2004, where he has served as a ~~director~~member of ~~Duke Energy Corporation/Cinergy Corporation (gas~~the Audit Committee since 2004, and ~~electric)~~served as Chair of the Finance Committee from ~~1994~~2004 – ~~2008.~~2011. Chair of our Compensation Committee and member of our Investment ~~and CEO Search Committees.~~Committee. Mr. Cox’s 3843 years of experience as a president and Chief Executive Officer in the financial services industry, as well as his experience as a director on the boards of several government-regulated businesses, a global manufacturing company, and the Federal Reserve Bank of Cleveland, provides the Board with experience relevant to many key aspects of our business. Mr. Cox’s experience as a Chief Executive Officer also imparts appropriate insight into executive compensation and succession planning issues that are ideal for the Chairman of our Compensation Committee, and his extensive experience in the financial services industry provides the understanding necessary to serve on our Investment Committee.


2.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, ~~2013~~2015; ~~and~~


3.	To approve, on an advisory basis, our named executive officer ~~compensation.~~compensation; and


4.	To approve the Diebold, Incorporated Annual Cash Bonus Plan.



~~Payments Made Upon Retirement~~	44
~~Payments Made Upon Death or Disability~~	45
~~Payments Made Upon a Change-in-Control or Termination Following a Change-in-Control~~	46
~~Effects of Certain Tax Regulations on Payments~~	47
~~Post-Termination Payments Table~~	48
~~Report of Audit Committee~~	49
~~Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm~~	50
~~Audit and Non-Audit Fees~~	50
~~Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of~~ ~~Independent Registered Public Accounting Firm~~	51
~~Proposal 3: Advisory Vote on Named Executive Officer Compensation~~	51
~~Shareholders Sharing the Same Address~~	51
~~Expenses of Solicitation~~	52
~~Shareholder Proposals~~	52
~~Other Matters~~	52



Corporate Governance	9
Board Leadership Structure	9
Board and Director Assessments	9
Board Meetings and Executive Sessions	9
Board Risk Oversight	10
Board Committees and Composition	10
Director Independence	12
Related Person Transaction Policy	12
Communications with Directors	12
Code of Business Ethics	13
Compensation Committee Interlocks and Insider Participation	13
Director Orientation and Education	13
Compensation of Directors	13
2014 Director Compensation	14
Director Stock Ownership Guidelines	15
Consideration of Director-Nominees	15
Shareholder Nominees	15
Identifying and Evaluating Nominees for Directors	16
Majority Voting Policy	16
Board Diversity, Director Qualifications and Corporate Governance Guidelines	16
Proposal 1: Election of Directors	17
Beneficial Ownership of Shares	20
Security Ownership of Directors and Management	21
Section 16(a) Beneficial Ownership Reporting Compliance	22
Compensation Committee Report	22
Compensation Discussion and Analysis	23
Executive Summary	24
Compensation Decision Process	29
2014 Compensation Elements	31
Benefits and Perquisites	35
Employment and Separation Agreements	37
Other Compensation Policies	37
Executive Compensation	39
2014 Summary Compensation Table	39
2014 Grants of Plan-Based Awards	40
Outstanding Equity Awards at 2014 Fiscal Year-End	42
2014 Option Exercises and Stock Vested	43
2014 Pension and Retirement Benefits	43
2014 Non-Qualified Deferred Compensation	45
Non-Qualified Deferred Compensation Plans	45
Potential Payments upon Termination or Change in Control	47
Payments Made Upon Termination	47
Payments Made Upon Retirement	48
Payments Made Upon Death or Disability	48
Payments Made Upon a Change-in-Control or Termination Following a Change-in-Control	49
Effects of Certain Tax Regulations on Payments	51
Post-Termination Payments Table	52
Report of Audit Committee	53
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	54
Audit and Non-Audit Fees	54
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	54
Proposal 3: Approval, on an Advisory Basis, of Named Executive Officer Compensation	55



Proposal 4: Approval of the Diebold, Incorporated Annual Cash Bonus Plan	56
Shareholders Sharing the Same Address	59
Expenses of Solicitation	59
Shareholder Proposals	59
Other Matters	60


¹	Mr. Allender moved off of the Compensation Committee, and on to the Audit and Board Governance Committees, effective as of April 26, 2012. In addition, he assumed the Chair of our Audit Committee upon Mr. Wallace’s appointment as our Executive Chairman of the Board, effective as of January 19, 2013.


²	~~Mr. Cheng is not standing for reelection at the 2013 Annual Meeting.~~


³	~~Mr. Lassiter retired from the Board effective as of the April 2012 Annual Meeting of Shareholders.~~


⁴	~~Mr. Lauer will be retiring from the Board and not standing for reelection at the 2013 Annual Meeting.~~




HENRY D.G. WALLACE ~~Executive~~ Chairman of the Board



Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Shares	~~State Street Corporation~~ GGCP, Inc. et al One ~~Lincoln Street~~ ~~Boston, Massachusetts 02111~~Corporate Center Rye, New York 10580	~~4,966,809~~ 6,317,214¹	~~7.90~~	9.90%
Common Shares	~~GGCP, Inc. et al.~~ State Street Corporation State Street Financial Center One ~~Corporate Center~~ ~~Rye, New York 10580~~Lincoln Street Boston, Massachusetts 02111	~~4,753,358~~ 5,897,102²	~~7.51~~
~~Common Shares~~	~~Janus Capital Management, LLC 151 Detroit Street Denver, Colorado 80206~~	~~4,459,310~~ ³	~~7.00~~
~~Common Shares~~	~~BlackRock, Inc.~~ ~~40 East 52nd Street~~ ~~New York, New York 10022~~	~~3,903,179~~ ⁴	~~6.17~~	9.10%
Common Shares	The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355	~~3,409,341~~ 4,069,258³	6.30%
Common Shares	SouthernSun Asset Management LLC 6070 Poplar Avenue, Suite 300 Memphis, Tennessee 38119	4,055,030⁴	6.30%
Common Shares	BlackRock, Inc. 55 East 52nd Street New York, New York 10022	3,959,642⁵	~~5.39~~6.10%
Common Shares	Capital World Investors 333 South Hope Street Los Angeles, California 90071	3,925,000⁶	6.00%
Common Shares	Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102	3,407,560⁷	5.30%
Common Shares	Jennison Associates LLC 466 Lexington Avenue New York, New York 10017	3,352,730⁸	5.20%


⁵	~~Mr. Soin was elected to the Board at the 2012 Annual Meeting of Shareholders and appointed to the Compensation Committee effective as of April 26, 2012.~~


⁶	In 2012, Mr. Wallace served as Chair of our Audit Committee, but stepped down from that position and from the Audit Committee effective January 19, 2013, when he was appointed Executive Chairman of the Board.



	Member		Chair
Audit Committee	$	11,000	$	15,000
Compensation Committee	$	7,000	$	12,000
Board Governance Committee	$	5,000	$	8,000
Investment Committee	$	3,000	$	5,000


Name	Audit Committee ($)	Board Governance Committee ($)	Compensation Committee ($)	Investment Committee ($)	Special Committee ($)	Audit Committee ($)	Board Governance Committee ($)	Compensation Committee ($)	Investment Committee ($)	Technology Strategy & Innovation Committee ($)
Patrick W. Allender	7,333	3,333	2,333	—	—	21,667	6,667	—	—	—
Roberto Artavia						11,000	—	—	—	5,000
Bruce L. Byrnes	11,000	5,000	—	—	—	11,000	6,667	—	—	—
Mei-Wei Cheng	11,000	5,000	—	—	—
Phillip R. Cox	—	—	12,000	3,000	7,500	—	—	17,333	3,000	—
Richard L. Crandall	—	—	7,000	3,000	—	—	—	7,333	1,000	9,500
Gale S. Fitzgerald	—	8,000	7,000	—	7,500	—	12,667	7,333	—	—
Phillip B. Lassiter	3,667	1,667	—	—	—
John N. Lauer	—	5,000	7,000	—	—
Gary G. Greenfield						—	—	—	—	5,000
Robert S. Prather, Jr.						11,000	—	—	2,000	—
Rajesh K. Soin	—	—	4,667	—	—	—	6,667	7,333	—	—
Henry D. G. Wallace	15,000	—	—	3,000	17,500	—	6,667	7,333	—	—
Alan J. Weber	11,000	—	—	5,000	7,500	11,000	—	—	8,333	—


³	This column represents dividend equivalents paid in cash on deferred shares.


⁴	Mr. ~~Lassiter retired from~~Greenfield was elected to the Board ~~effective as~~ of Directors at the ~~2012~~2014 Annual Meeting of ~~Shareholders.~~Shareholders in April 24, 2014.



Name, Term and Age		Position, Principal Occupation, Business Experience and Directorships Last Five Years, and Qualifications to Serve
Richard L. Crandall Director since 1996 Age — 6971		2001 –- Present: Managing Partner, Aspen Venture LLC, Aspen, Colorado (venture capital and private equity); 2007 –- Present: Executive Chairman, Pelstar LLC, Chicago, Illinois (medical equipment manufacturing and sales); 1995 –- Present: Chairman, Enterprise Software Roundtable, Aspen, Colorado (CEO roundtable for software industry). Currently a director of R.R. Donnelley ~~Inc.,~~& Sons Company, Chicago, Illinois (interactive communications provider) since January 2012, where he serves as a member of the Governance, ~~Committee,~~Responsibility and ~~Platinum Energy Solutions (energy services) since January 2012, where he serves as Chair of the Governance~~Technology Committee. Formerly a director of Novell, Inc. (infrastructure software) from 2003 –- 2011, where he served as Chairman of the Board from 2008 ~~– 2011, and~~- 2011; Claymore Dividend & Income Fund, Lisle, Illinois (management investment company) from 2004 ~~– 2010.~~ ~~Member~~- 2010; and Platinum Energy Solutions, Houston, Texas (energy services) from 2012 - 2013. Chair of our Technology Strategy and Innovation Committee and member of our Compensation ~~and Investment Committees, and Chair of our CEO Search~~ Committee. Mr. Crandall’s extensive experience as an entrepreneur, leader and Board member with several companies in the information technology and technology fields, and in the financial industry, including serving as chairman of a $900 million global information technology business, brings diversity of thought to our Board. Further, during his 1619 years on our Board, Mr. Crandall has provided immeasurable assistance to our technology-driven businesses. Mr. Crandall’s background in the financial services industry also provides important financial and investment expertise to our ~~Audit and Investment Committees,~~Compensation Committee, and his information technology experience provides perspective on technology risks facing ~~the company.~~us, as well as our technology-related strategies.

Gale S. Fitzgerald Director since 1999 Age — 6264		December 2008: Retired President and Director, TranSpend, Inc., Bernardsville, New Jersey (total spend optimization). Currently a director of Health Net, Inc., Woodland Hills, California (managed healthcare) since 2001, where she serves as Chair of the Finance Committee and a member of the Audit Committee; and Cross Country Healthcare, Inc. Boca Raton, Florida (healthcare staffing) since 2007 where she serves as Chair of the Governance and Nominating Committee and a member of the Audit Committee. Chair of our Board Governance Committee and member of our Compensation Committee. Ms. Fitzgerald’s international experience as a Chief Executive Officer in the information technology industry, a Chief Executive Officer of a business unit of International Business Machines and the President and Chief Executive Officer of two privately-held consulting companies ~~bring~~brings a well-rounded and diverse perspective to our Board discussions and ~~provide~~provides significant insight in critical areas that impact our company, including information technology, supply chain management, procurement solutions, human resources and compensation, strategic planning and operations management. ~~Ms. Fitzgerald’s service on the Compensation Committee of Health Net also brings valuable experience with compensation and succession planning issues to our Compensation Committee, and her~~With over 20 years of multiple board and committee experiences, Ms. Fitzgerald provides valuable insight to our board processes and deliberations, and she provides a unique point of view to our Board Governance ~~Committee.~~and Compensation Committees.

Gary G. Greenfield Director since 2014 Age — 60		2013 - Present: Partner, Court Square Capital Partners, New York, New York (private equity); 2007 - 2013: Chairman, CEO and President, Avid Technology, Inc., Burlington Massachusetts (digital media and entertainment). Formerly a director of Vocus, Inc., Beltsville, Maryland (marketing and public relations software) where he served as Chair of the Nominating and Governance Committee from 2008 - 2014. Member of our Technology Strategy and Innovation Committee. Mr. Greenfield’s proven senior executive experience in high technology industries, coupled with his exceptional ability to grow markets, both domestic and international, and develop products, provides the Board with experience relevant to many key aspects of our business. Mr. Greenfield’s strong skills at developing company vision and strategies in the evolving software development field strengthen the proficiency of our Board in this area.

Andreas W. Mattes Director since 2013 Age — 53		2013 - Present: President and Chief Executive Officer, Diebold, Incorporated; 2011 - 2013: Senior Vice President, Global Strategic Partnerships, Violin Memory (computer storage systems); 2008 - 2011: Senior Vice President and General Manager of Enterprise Services for the Americas, Hewlett-Packard Co. (computer technologies). As President and Chief Executive Officer of Diebold, Mr. Mattes’ day-to-day leadership provides him with intimate knowledge of our operations that are a vital component of our Board discussions.



Name, Term and Age		Position, Principal Occupation, Business Experience and Directorships Last Five Years, and Qualifications to Serve
Robert S. Prather, Jr. ~~Director-Nominee~~ Director since 2013 Age 68— 70		2012 - Present: Managing Director, Heartland Media (television broadcast); 1992 – ~~Present~~2012: President and Chief Operating Officer, Gray Television, Inc. (television broadcast). Mr. Prather currently serves as lead independent director of GAMCO Investors, Inc. (asset management and financial services). Previously, Mr. Prather served as director of Bull Run Corporation (sports marketing and management), Draper Holdings Business Trust (television broadcasting trust), and Ryman Hospitality Properties, Inc. (real estate investment trust). Member of our Audit and Investment Committees. Mr. Prather brings significant acumen to the Board as a result of his extensive, broad-based business background, and critical leadership and Board roles in diverse industries. Particularly, Mr. Prather’s long-term experience within the financial and investment services market ~~will bring~~brings valuable insight to the Board. In addition, his knowledge and familiarity with the specific needs of companies within regulated industries ~~will~~ further ~~strengthen~~strengthens the proficiency of our Board in that area.



~~Name, Term and Age~~		~~Position, Principal Occupation, Business Experience and~~ ~~Directorships Last Five Years, and Qualifications to Serve~~
Rajesh K. Soin Director since 2012 Age — 6466		1998 – Present: Chairman of the Board and Chief Executive Officer, Soin International LLC, Beavercreek, Ohio ~~(IT and Management Consulting Services)~~(investment holding company); 2002 - 2008: Chairman of the Board and Chief Executive Officer, MTC Technologies, Inc. (military defense systems). Member of our ~~Compensation~~Board Governance and ~~CEO Search~~Compensation Committees. Mr. Soin’s experience as an entrepreneur is a tremendous asset. Mr. Soin has extensive experience in India, where we continue to focus on growth in that emerging market, and his engineering and software development background brings additional technical expertise to our Board. Further, Mr. Soin’s significant government contracting experience as the founder and Chairman of MTC Technologies Inc., a NASDAQ listed company before being acquired by BAE Systems, provides additional perspective in helping us grow our security business.

Henry D.G. Wallace Director since 2003 Age — 6769		August 2013 – Present: Non-executive Chairman of the Board, Diebold, Incorporated; January 2013 – ~~Present~~August 2013: Executive Chairman of the Board, Diebold, ~~Incorporated;~~ Incorporated~~December 2001: Former Group Vice President and Chief Financial Officer, Ford Motor Company, Dearborn, Michigan (automotive).~~ Currently a director of Ambac Financial Group, Inc., New York, New York (financial guarantee insurance holding company) since 2004, where he serves as a Lead Independent Director, and member of the Audit and Risk Assessment, Governance and Compensation Committees; and Lear Corporation, Southfield, Michigan (automotive components) since 2005, where he has served as non-executive Chairman of the Board since August 2010 and where he serves as a member of the Governance & Nominating, and Compensation Committees. Mr. Wallace also served as director of Hayes Lemmerz International Inc. (steel and aluminum wheels) from 2003 until February ~~2012.~~2012; and Ambac Financial Group, Inc., New York, New York (financial guarantee insurance holding company) from 2004 until March 2013. ~~Executive~~ Chairman of the Board and member of our ~~Investment Committee.~~Board Governance and Compensation Committees. Mr. Wallace’s experience in various senior leadership positions, including Chief Financial Officer of Ford Motor Company and President and Chief Executive Officer of Mazda Motor Corporation, bring a broad understanding of managing a global business. Further, Mr. Wallace’s financial expertise, extensive experience in Europe, Latin America and Asia, and his demonstrated leadership on the boards of several publicly traded companies, is a tremendous asset to our Board. As a result of Mr. Wallace’s background as a Chief Financial Officer, he is exceptionally qualified to serve as our current ~~Executive~~non-Executive Chairman of the Board and on our ~~Investment Committee,~~Governance and Compensation Committees, as well as previously serving as Chair of our Audit Committee in 2012.

Alan J. Weber Director since 2005 Age — 6466		2007 –- Present: Chief Executive Officer, Weber Group LLC, Greenwich, Connecticut (investment advisory); 2009 ~~– Present~~- 2013: Operating Partner, Arsenal Capital Partners, LLC, New York, New York (private equity). Currently a director of Broadridge Financial Solutions, Inc., Lake Success, New York ~~(securities~~(investor communications, securities processing, ~~clearing~~ and outsourcing) since 2007, where he serves as a member of the Audit Committee, and as Chairman of the Compensation Committee; and Sandridge Energy, Inc., Oklahoma City, Oklahoma (energy exploration and production) since 2013, where he serves as Chairman of the Nominating and Governance Committee. Chair of our Investment Committee and member of our Audit Committee. Mr. Weber’s experience as a Chief Executive Officer and Chief Financial Officer in the financial industry, as well as 27 years of experience at Citibank, including 10 years as an Executive Vice President, provides a tremendous depth of knowledge of our customers and our industry. Further, Mr. ~~Weber’s~~Weber’s experience as Chief Financial Officer of Aetna, Inc., an insurance services company, brings extensive financial expertise to both our Audit Committee and our Investment Committee.


¹	~~The Schedule 13G filed with~~Information regarding share ownership was obtained from the SEC on February 11, 2013 indicates that, as of December 31, 2012, State Street Corporation, a holding company, had shared voting and dispositive power with respect to 4,966,809 shares through its direct or indirect subsidiaries.


Director-Nominees:	Common Shares Beneficially Owned	Stock Options Exercisable Within 60 Days	Deferred Shares¹	Percent of Class	Common Shares Beneficially Owned	Stock Options Exercisable Within 60 Days	Deferred Shares¹	Percent of Class
Patrick W. Allender	—	—	5,950	*	—	—	13,312	*
Roberto Artavia	—	—	—	*	—	—	7,362	*
Bruce L. Byrnes	—	—	8,750	*	—	—	16,112	*
Phillip R. Cox	—	9,000	15,950	*	—	9,000	23,712	*
Richard L. Crandall	6,089	17,500	15,950	*	6,089	9,000	24,062	*
Gale S. Fitzgerald	6,089 ⁴	17,500	15,950	*	6,089	9,000	23,312	*
Gary G. Greenfield					—	—	3,162	*
Robert S. Prather, Jr.	—	—	—	*	—	—	7,362	*
Rajesh K. Soin	—	—	2,850	*	3,000	—	10,612	*
Henry D. G. Wallace	1,000	17,500	18,050	*	500	9,000	25,412	*
Alan J. Weber	1,500	9,000	15,950	*	1,500	9,000	23,312	*
Other Named Executive Officers:
Thomas W. Swidarski ² Former President, CEO and Director	226,035 ³	424,282	—	1.02%
Bradley C. Richardson Executive Vice President and Chief Financial Officer	32,741	66,250	—	*
Charles E. Ducey, Jr. ⁵ Former Executive Vice President, North America Operations	45,991³	66,600	1,180	*
George S. Mayes, Jr. ⁶ Executive Vice President and Chief Operating Officer (Former Executive Vice President, Global Operations)	53,462³	44,250	—	*
Frank A. Natoli, Jr. Executive Vice President, Chief Innovation Officer	22,640³	8,950	—	*
Leslie A. Pierce ⁷ Former Vice President and Corporate Controller	8,632³	—	—	*
All Current Directors, Director-Nominees, Named Executive Officers and Current Executive Officers as a Group (25)	554,237 ^3,4	865,931	132,157	2.25%
Named Executive Officers:
Andreas W. Mattes President and Chief Executive Officer					86,243	83,955	—	*
Christopher A. Chapman Senior Vice President and Chief Financial Officer					21,825 ²	28,189	—	*
George S. Mayes, Jr. Executive Vice President and Chief Operating Officer					73,332 ²	117,591	—	*
Stefan Merz Senior Vice President, Strategic Projects					11,469	4,916	—	*
Sheila M. Rutt Vice President, Chief Human Resources Officer					44,296 ²	49,188	—	*
All Current Directors, Director-Nominees, Named Executive Officers and Current Executive Officers as a Group (19)					276,531	368,794	177,732	.995%


¹	The deferred shares awarded to the director-nominees, as discussed above under “Compensation of Directors,” ~~and shares deferred by Mr. Ducey pursuant to our deferred incentive compensation plans,~~ are not included in the shares reported in the “Common Shares Beneficially Owned” column, nor are they included in the “Percent of Class” column.


²	~~Mr. Swidarski stepped down as our President and Chief Executive Officer effective as of January 19, 2013.~~


³	~~Includes shares held in his or her name under the 401(k) Savings Plan over which he or she has voting power, and/or shares held in the Employee Stock Purchase Plan.~~


⁴	~~Includes shares held in the name of the spouse of the director-nominee, Named Executive Officer or other corporate officer.~~


⁵	~~Mr. Ducey stepped down as our Executive Vice President, North America Operations effective as of January 23, 2013.~~


⁶	~~Mr. Mayes was our Executive Vice President, Global Operations during 2012. Effective as of January 19, 2013, he became our Executive Vice President and Chief Operating Officer.~~


⁷	~~Ms. Pierce stepped down as Vice President and Corporate Controller effective as of April 18, 2012. For further explanation and discussion, see “Separation Agreements” under “Compensation Discussion and Analysis” below.~~


▪	~~Thomas W. Swidarski: Former President and Chief Executive Officer~~


▪	~~Charles E. Ducey, Jr.: Former Executive Vice President, North America Operations~~