[DIEBOLD LOGO]
EXHIBIT 10.2
RESTRICTED SHARE AGREEMENT
DATE OF GRANT: ________________
WHEREAS, ______________ (hereinafter called the "Grantee") is
a key associate of Diebold, Incorporated (hereinafter called the
"Corporation"); and
WHEREAS, the execution of a Restricted Share Agreement
(hereinafter called the "Agreement") substantially in the form hereof has
been authorized by a resolution of the Board of Directors of the
Corporation duly adopted on ____________, 20___.
NOW, THEREFORE, the Corporation, pursuant to its 1991 Amended
and Restated Equity and Performance Incentive Plan (the "Plan"), has this
day granted to the Grantee, a total of _____________ (_______) Common
Shares of the Corporation subject to the terms and conditions of the Plan
and the following terms, conditions, limitations and restrictions:
1. The Common Shares subject to this grant shall be fully paid and
nonassessable and shall be represented by a certificate or certificates
registered in the Grantee's name, endorsed with an appropriate legend
referring to the restrictions hereinafter set forth. The Grantee shall
have all the rights of a shareholder with respect to such shares,
including the right to vote the shares and to receive all dividends paid
thereon, provided that such shares, together with any additional shares
which the Grantee may become entitled to receive by virtue of a share
dividend, a merger or reorganization in which the Corporation is the
surviving corporation or any other change in capital structure shall be
subject to the restrictions hereinafter set forth.
2. The Common Shares subject to this grant may not be sold,
exchanged, assigned, transferred, pledged or otherwise disposed of by the
Grantee except to the Corporation until _______ (__) years have elapsed
from the Date of Grant, except that the Grantee's rights with respect to
such shares may be transferred by will or pursuant to the laws of descent
and distribution. Any purported transfer in violation of the provisions of
this section shall be void, and the purported transferee shall obtain no
rights with respect to such shares. The Corporation in its sole
discretion, when and as permitted by the Plan, may waive the restrictions
on transferability with respect to all or a portion of the Common Shares
subject to this grant.
3. All the Common Shares subject to this grant shall be forfeited by
the Grantee if the Grantee's employment with the Corporation is terminated
before the _______ (____) anniversary of the Date of Grant voluntarily on
the Grantee's part or in the event of a Termination for Cause. As used
herein, the term "Termination for Cause" shall mean a termination (i) due
to the Grantee's willful and continuous gross neglect of his or her duties
for which he or she is employed, or (ii) due to an act of dishonesty on
2.
the part of the Grantee constituting a felony resulting or intended to
result, directly or indirectly, in his or her gain for personal enrichment
at the expense of the Corporation or a Subsidiary.
4. If, however, the Grantee's employment with the Corporation is
terminated before the ______ (___) anniversary of the Date of Grant as a
result of the Grantee's death or permanent total disability or owing to
the Grantee's termination of employment without Cause, the restrictions on
the shares provided in Sections 2 and 3 hereof shall lapse as to the
number of shares which bears the same ratio to the total number of shares
subject to this grant as the number of full years from the date of this
grant to the date of the termination of such employment bears to _______
(___), and the balance of the shares subject to this grant shall be
forfeited to the Corporation.
5. During the period in which the transferability and forfeiture
restrictions provided in Sections 2 and 3 hereof are in effect, the
certificates representing the Common Shares covered by this grant shall be
retained by the Corporation, together with the accompanying stock power
signed by the Grantee and endorsed in blank.
6. In the event of a "Change in Control" as hereinafter defined, the
restrictions on the Common Shares subject to this grant provided in
Sections 2 and 3 hereof shall thereupon lapse and terminate. For the
purposes of this section, a Change in Control shall occur upon the
happening of any of the following events:
(i) The Corporation is merged or consolidated or reorganized
into or with another corporation or other legal person, and as a
result of such merger, consolidation or reorganization less than a
majority of the combined voting power of the then-outstanding
securities of such corporation or person immediately after such
transaction is held in the aggregate by the holders of Voting Stock
(as hereinafter defined) of the Corporation immediately prior to
such transaction;
(ii) The Corporation sells or otherwise transfers all or
substantially all of its assets to any other corporation or other
legal person, and as a result of such sale or transfer less than a
majority of the combined voting power of the then-outstanding
securities of such corporation or person immediately after such sale
or transfer is held in the aggregate by the holders of Voting Stock
(as hereinafter defined) of the Corporation immediately prior to
such sale or transfer;
(iii) There is a report filed on Schedule 13D or Schedule
14D-1 (or any successor schedule, form or report), each as
promulgated pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), disclosing that any person (as the
term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act) has become the beneficial owner (as the term
"beneficial owner" is defined under Rule 13d-3 or any successor rule
or regulation promulgated under the Exchange Act) of securities
representing twenty (20) percent or more of the combined voting
power of the then-outstanding securities entitled to vote generally
in the
3.
election of directors of the Corporation (the "Voting Stock");
(iv) The Corporation files a report or proxy statement with
the Securities and Exchange Commission pursuant to the Exchange Act
disclosing in response to Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) that a change in control
of the Corporation has or may have occurred or will or may occur in
the future pursuant to any then-existing contract or transaction; or
(v) If during any period of two (2) consecutive years,
individuals who at the beginning of any such period constitute the
Directors of the Corporation cease for any reason to constitute at
least a majority thereof, unless the election, or the nomination for
election by the Corporation's stockholders, of each Director of the
Corporation first elected during such period was approved by a vote
of at least two-thirds (2/3) of the Directors of the Corporation
then still in office who were Directors of the Corporation at the
beginning of any such period.
Notwithstanding the foregoing provisions of subsections (iii) or (iv)
hereof, a "Change in Control" shall not be deemed to have occurred for
purposes of this Agreement, either (1) solely because (a) the Corporation,
(b) a Subsidiary of the Corporation, or (c) any Corporation-sponsored
employee stock ownership plan or any other employee benefit plan of the
Corporation, either files or becomes obligated to file a report or a proxy
statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K
or Schedule 14A (or any successor schedule, form or report or item
therein) under the Exchange Act, disclosing beneficial ownership by it of
shares of Voting Stock, whether in excess of twenty (20) percent or
otherwise, or because the Corporation reports that a change in control of
the Corporation has or may have occurred or will or may occur in the
future by reason of such beneficial ownership, or (2) solely because of a
change in control of any Subsidiary by which the Grantee may be employed.
Notwithstanding the foregoing provisions of subsections (i-iv) hereof, if,
prior to any event described in subsections (i-iv) hereof instituted by
any person not an officer or director of the Corporation, or prior to any
disclosed proposal instituted by any person not an officer or director of
the Corporation which could lead to any such event, management proposes
any restructuring of the Corporation which ultimately leads to an event
described in subsections (i-iv) hereof pursuant to such management
proposal, then a "Change in Control" shall not be deemed to have occurred
for purposes of this Agreement.
7. The Grantee hereby acknowledges that federal and state income,
payroll or other applicable taxes may apply with respect to this grant. If
the Corporation determines, in its sole discretion, that withholding is
required, the Grantee agrees by the acceptance of this grant that such
withholding may be accomplished through withholding from the cash
compensation due to the Grantee from the Corporation an amount sufficient
to satisfy the full withholding obligation. If withholding pursuant to the
foregoing sentence is insufficient (in the sole judgment of the
Corporation) to satisfy the full withholding obligation, the Grantee
agrees that either (a) the Grantee will pay over to the Corporation
4.
the amount of cash necessary to satisfy such remaining withholding
obligation by the time thereafter specified in writing by the Corporation,
or (b) the Corporation may retain such number of the shares covered by
this grant as shall be equal in value to the amount of the remaining
withholding obligation. The Grantee may elect that all or any part of such
withholding requirement be satisfied by retention by the Corporation of a
portion of the Common Shares delivered to the Grantee.
8. For purposes of this Agreement, the continuous employ of the
Grantee with the Corporation or a Subsidiary shall not be deemed
interrupted, and the Grantee shall not be deemed to have ceased to be an
associate of the Corporation or any Subsidiary, by reason of the transfer
of his or her employment among the Corporation and its Subsidiaries.
9. Nothing contained in this Agreement shall limit whatever right
the Corporation or a Subsidiary might otherwise have to terminate the
employment of the Grantee.
10. This Agreement is subject to the terms and conditions of the
Plan. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Plan.
EXECUTED as of the ____ day of _______________.
DIEBOLD, INCORPORATED
___________________________________
By: Walden W. O'Dell
Chairman of the Board, President
and Chief Executive Officer
The undersigned Grantee hereby acknowledges receipt of an executed
original of this Restricted Share Agreement and accepts the Restricted
Shares granted thereunder.
Dated: _______________ ______________________________
(Signature)