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EXHIBIT 10.3
September 26, 1986
Mr. Raymond Koontz
2601 Foxhill Drive N.W.
Canton, Ohio 44708
Dear Mr. Koontz:
The purpose of this letter is to amend paragraph No. 2 of your
Employment Contract as expressed in our letter agreement dated May 26, 1982, a
copy of which is attached.
In consideration of your dedicated service to Diebold, Incorporated,
the Board of Directors at its September 26, 1986 meeting authorized an increase
in the payments provided for in paragraph No. 2 from $100,000 to $150,000 per
annum.
In all other respects, the provisions of your Employment Contract are
hereby ratified and shall continue in force.
Very truly yours,
DIEBOLD, INCORPORATED
By: ___________________________________
Robert W. Mahoney
President and Chief
Executive Officer
attachment
Accepted and Agreed:
__________________________________
Raymond C. Koontz
Dated: September 26, 1986
_______________________________
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May 26, 1982
Mr. Raymond C. Koontz
2601 Foxhill Drive N.W.
Canton, Ohio 44708
Dear Mr. Koontz:
Reference is made to your employment agreement with Diebold, Incorporated
("Diebold") dated September 20, 1978 (hereinafter referred to as your
"Employment Contract").
This letter shall represent a further amendment to and shall completely
supersede your Employment Contract, effective April 1, 1982.
1. In consideration of your continued services to Diebold as Chairman
of the Board, you shall be paid One Hundred Seventy-five Thousand Dollars
($175,000.00) for the year commencing April 1, 1982. Your compensation shall
be reviewed annually to assure its consistency with the services which you are
called upon to render.
2. Effective with your retirement, your regular salary shall cease;
however, in consideration of the service you have devoted to Diebold as an
executive employee, Diebold will make payments to you or to your beneficiary in
equal monthly installments at a rate of $100,000 per annum, commencing on the
day after your retirement, and ending on the date of your death or whichever
date is the later. The payments shall then be made to you or if you should die
before expiration of the minimum ten year payment period, to your wife, if she
shall survive you, and if she shall not survive you, then to such beneficiaries
as you have designated by filing with the Treasurer of Diebold an appropriate
written designation of contingent beneficiary, or, failing such designation, to
your estate. The payments to you and/or to your wife shall be reduced by the
applicable monthly portion of the amount, if any, annually paid to you and/or
to your wife during such period as a joint or single annuitant under any
pension plan now existing or which may hereafter be established by Diebold for
the benefit of its employees.
3. During the entire period of the payments provided in paragraph 2
hereof, you will refrain from serving any interests engaged to any substantial
degree in the manufacture of bank equipment similar in purpose to that
manufactured by Diebold. In the event you shall serve any such conflicting
interest during your retirement, Diebold's obligation to make any further
payments under paragraph 2 hereof shall terminate, and Diebold, in addition to
any other remedies to which it may be entitled under law, shall be entitled to
immediate injunctive relief restraining you from continuing to serve such
conflicting interest.
4. All references herein to Diebold shall be deemed to refer with
equal force and effect to any corporate or other successor of Diebold which
shall acquire, directly or indirectly, by merger, consolidation, purchase, or
otherwise, all or substantially all, of the assets of Diebold.
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May 26, 1982
Mr. Raymond C. Koontz
In any such event, the term "Diebold" as used in this agreement shall mean the
Diebold division of any such acquiring corporation or any equivalent entity.
This agreement shall be binding upon, and the benefits hereunder shall inure to
the parties' heirs, assigns and successors in interest, whether by operation of
law or otherwise provided, however, that you agree that this agreement and the
rights, interests and benefits hereunder shall not be assigned, transferred,
pledged, or hypothecated in any way by you, and shall not be subject to
execution, attachment, or similar process. Any attempted assignment, transfer,
pledge, or hypothecation, or the levy of any execution, attachment or similar
process thereon, shall be null and void and without effect.
5. If any controversy shall arise hereunder, it shall be settled by
arbitration in accordance with the rules then obtaining of the American
Arbitration Association.
6. Any notice or request required or permitted hereunder shall
be sent by registered or certified mail, addressed, if to Diebold, to its then
principal office, attention President and Chief Executive Officer, or, if to
you, at the address above appearing, or at other addresses as you may have
previously designated for such purpose.
Your acceptance by signing at the space provided below will constitute
this a binding agreement between us and will replace, effective April 1, 1982,
your existing Employment Contract, as well as any other prior agreements or
understandings between us, oral or written, with respect to your employment.
Very truly yours,
DIEBOLD, INCORPORATED
By: ___________________________
Earl F. Wearstler
President and Chief
Executive Officer
ACCEPTED AND AGREED:
_______________________________________
Raymond C. Koontz
Dated: May 26, 1982
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