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EXHIBIT 10.10(iii)
AMENDMENT NO. 2
TO THE
AMENDED AND RESTATED
1992 DEFERRED INCENTIVE COMPENSATION
PLAN FOR DIEBOLD, INCORPORATED
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Diebold, Incorporated hereby amends the Amended and Restated 1992
Deferred Incentive Compensation Plan (which was last amended and restated
effective January 1, 1995) (the "Plan") as hereinafter set forth. Words and
phrases used herein with initial capital letters that are defined in the Plan
are used herein as so defined.
I.
Section 2 of Article II of the Plan is hereby amended to read as
follows:
2. ELECTION TO DEFER. An Eligible Associate who desires to defer the
payment of all or a portion of his or her Incentive Compensation must complete
and deliver an Election Agreement to the Secretary of the Company before the
first day of the Year in which Incentive Compensation would otherwise be paid.
An Eligible Associate who timely delivers an Election Agreement to the Secretary
of the Company shall be a Participant. An Election Agreement that is timely
delivered shall be effective for the succeeding Year and, except as otherwise
specified by an Eligible Associate in his or her Election Agreement, shall
continue to be effective from Year to Year until revoked or modified by written
notice to the Secretary of the Company or until terminated automatically upon
either the termination of the Plan or the Company becoming Insolvent. Except as
provided for in Subsection (iii) of Section 5 of this Article, in order to be
effective to revoke or modify an election to defer Incentive Compensation
otherwise payable in any particular Year, a revocation or modification must be
delivered prior to the beginning of the first Year of service for which such
Incentive Compensation is payable.
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II.
Section 5(iii) of Article II of the Plan is hereby amended to read
as follows:
(iii) Subject to the approval of the Company as described below in
this Section, a Participant may make a subsequent election requesting a change
in the period of deferral (subject to the limitations set forth in Section 3 of
this Article) and/or the form of payment (subject to the limitations set forth
in this Section 5). Such subsequent election shall be in writing on a form
provided by the Company, which form must be filed with the Company (a) at a time
at which the Participant is an employee of the Company and (b), except as
described below in the sentence that immediately follows, at least 180 days
prior to the date on which the Participant otherwise would be entitled to
receive a lump sum payment or the first installment of a payment, as the case
may be. The 180-day notice requirement described in (b) above, however, does not
apply in the case where the Participant otherwise would be entitled to receive a
lump sum payment or the first installment of a payment following an involuntary
termination of the Participant's employment, including by reason of death or
disability. Payment of benefits pursuant to the subsequent election of a
Participant under this Section is subject to the approval of the Company, which
may, at its discretion, approve or withdraw its prior approval of such
subsequent election at any time prior to the date the lump sum payment is
actually paid to the Participant or the first installment is actually paid to
the Participant, as the case may be, and instead require that benefits be paid
in accordance with the latest valid election of the Participant.
Executed at Canton, Ohio as of this 4th day of August, 1998.
DIEBOLD, INCORPORATED
By: /s/ Gerald F. Morris
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Gerald F. Morris
Executive Vice President and
Chief Financial Officer