


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



	Sincerely,



	HENRY D. G. WALLACE	ANDREAS W. MATTES
	Chairman of the Board	President and Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be held on April ~~24, 2014~~.21, 2016.

This proxy statement, along with our Annual Report for the year ended December 31, ~~2013~~,2015, including exhibits, are available free

of charge at www.proxyvote.com (you will need to reference the ~~12-digit~~16-digit control number found on your proxy card

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

~~Table of Contents~~

5995 Mayfair Road

~~P.O.~~
P. O. Box 3077 • North Canton, Ohio 44720-8077

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April ~~24, 2014~~

21, 2016
11:30 a.m. EDT

Dear Shareholder:

The Annual Meeting of Shareholders of Diebold, Incorporated will be held at the Courtyard Marriott, 4375 Metro Circle NW, North Canton, Ohio 44720, on April ~~24, 2014~~21, 2016 at 11:30 a.m. EDT, for the following purposes:


1.	To elect ~~twelve~~ten directors;


2.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, ~~2014~~; 2016; and


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


4.	~~To approve the Diebold, Incorporated 2014 Non-Qualified Stock Purchase Plan; and~~


5.	~~To approve the Diebold, Incorporated Amended and Restated 1991 Equity and Performance Incentive Plan.~~compensation.

Your attention is directed to the attached proxy statement, which fully describes these items.

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Holders of record of Diebold common shares at the close of business on February ~~28, 2014~~26, 2016 will be entitled to vote at the Annual Meeting.

The enclosed proxy card is solicited, and the persons named therein have been designated, by Diebold’s Board of Directors.



		By Order of the Board of Directors

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

March ~~13, 2014~~

10, 2016
(approximate mailing date)

You are requested to cooperate in assuring a quorum by voting online at www.proxyvote.com

or, if you received a paper copy of the proxy materials, by filling in, signing and dating the

enclosed proxy and promptly mailing it in the return envelope.

~~Table of Contents~~

DIEBOLD, INCORPORATED

5995 Mayfair Road

P.O. Box 3077 • North Canton, Ohio 44720-8077

PROXY STATEMENT

2016 ANNUAL MEETING OF SHAREHOLDERS ~~APRIL 24, 2014~~

~~General Information~~TABLE OF CONTENTS



PROXY SUMMARY	1

VOTING INFORMATION	4

CORPORATE GOVERNANCE	6
Board Leadership Structure	6
Board and Director Assessments	6
Board Meetings and Executive Sessions	6
Board Risk Oversight	6
Board Committees and Composition	7
Corporate Governance Materials Available on Our Website	9
Director Independence	9
Related Person Transaction Policy	10
Communications with Directors	11
Code of Business Ethics	11
Compensation Committee Interlocks and Insider Participation	11
Director Orientation and Education	11

COMPENSATION OF DIRECTORS	12
2015 Director Compensation	13
Director Stock Ownership Guidelines	14

CONSIDERATION OF DIRECTOR-NOMINEES	14
Shareholder Nominees	14
Identifying and Evaluating Nominees for Directors	14
Majority Voting Policy	15
Board Diversity, Director Qualifications and Corporate Governance Guidelines	15

PROPOSAL 1: ELECTION OF DIRECTORS	16

BENEFICIAL OWNERSHIP	21
Beneficial Ownership of Shares	21
Security Ownership of Directors and Management	22
Section 16(a) Beneficial Ownership Reporting Compliance	22

EXECUTIVE COMPENSATION MATTERS	23
Compensation Committee Report	23
Compensation Discussion and Analysis	23
Executive Compensation Tables	45



2015 Summary Compensation Table	45
2015 Grants of Plan-Based Awards Table	47
Outstanding Equity Awards at 2015 Fiscal Year-End	50
2015 Option Exercises and Stock Vested	52
2015 Pension and Retirement Benefits	52
2015 Non-Qualified Deferred Compensation	52
Non-Qualified Deferred Compensation Plans	52
Potential Payments upon Termination or Change in Control	54
Payments Made Upon Termination	54
Payments Made Upon Retirement	56
Payments Made Upon Death or Disability	56
Payments Made Upon a Termination Following a Change-in-Control	58
Post-Termination Payments Table	60

REPORT OF AUDIT COMMITTEE	62

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	63
Audit and Non-Audit Fees	63
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	63

PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION	64

SHAREHOLDERS SHARING THE SAME ADDRESS	65

EXPENSES OF SOLICITATION	65

SHAREHOLDER PROPOSALS	65

OTHER MATTERS	66



	i

PROXY SUMMARY

This proxy statement is furnished to shareholders of Diebold, Incorporated (the "Company") in connection with the solicitation by the Board of Directors of proxies to be used at our ~~2014~~2016 Annual Meeting of Shareholders, and any postponements or adjournments of the meeting.

These proxy materials are being sent to our shareholders on or about March ~~13, 2014~~.10, 2016.

This proxy summary is intended to provide an overview of the information you can find elsewhere in this proxy statement. As this is only a summary, we encourage you to read the proxy statement in its entirety for more information about these topics before voting.



Q:Meeting Information
	~~When~~Time and ~~where is the Annual Meeting?~~Date	11:30 a.m. EDT, April 21, 2016

A:	Place	~~The 2014 Annual Meeting will be held at the~~ Courtyard Marriott 4375 Metro Circle NW North Canton, Ohio 44720 ~~on April 24, 2014, at 11:30 a.m. EDT.~~

Q:	Record Date	Close of Business on February 26, 2016



Proposals for Your Vote and Board Recommendations
Proposal	Board Recommendation	Page References (for more detail)
1. To Elect Ten Directors	FOR EACH NOMINEE	16-20
2. To Ratify the Appointment of Our Independent Registered Public Accounting Firm (KPMG LLP)	FOR	66
3. Advisory Vote to Approve Named Executive Officer Compensation	FOR	23-44, 67
Information on voting mechanics, approval requirements and related matters can be found in the "Voting Information" and "Other Matters" sections starting on pages 4 and 69.

Business Performance and Strategic Initiatives

We continue to execute our multi-year transformation, Diebold 2.0, with the primary object of transforming into a world-class, services-led and software-enabled company, supported by innovative hardware. During the second half of 2015, we moved from the "Crawl" phase of our transformation into the "Walk" phase where we will focus on increasing the mix of revenue from services and software and shaping our portfolio. We made several strategic decisions to reshape our portfolio, including the divestiture of our North America electronic security business and the successful acquisition and integration of Phoenix Interactive Design. As part of our targeted savings objective, we achieved $150 million of gross cost savings through 2015 and reinvested approximately 50% of that to drive long-term growth and operational efficiency.

In the governance and compensation area, we eliminated all excise tax gross-ups in our historical change-in-control agreements, renegotiated the employment contract with our Chief Executive Officer and continued to examine and adjust our compensation structure and incentives to appropriately align our shareholders’ interests with those of our directors and officers.



Overview of Our Board Nominees
You are being asked to vote to elect each of the following nominees to our Board of Directors. The tables that follow provide summary information about our nominees, and detailed information about each director’s background, skills and expertise can be found in Proposal 1: Election of Directors on pages 16-20.
				Committee Membership
Name and Occupation / Career Highlights	Age	Director Since	Independent	Audit	Board Gov.	Comp.	Fin.	TS&I
Patrick W. Allender Retired Executive Vice President, Chief Financial Officer and Secretary, Danaher Corporation	69	2011	Yes	Chair			•
Phillip R. Cox President and Chief Executive Officer, Cox Financial Corporation	68	2005	Yes		•	Chair
Richard L. Crandall Managing Partner, Aspen Venture LLC	72	1996	Yes		•			Chair
Gale S. Fitzgerald Retired President and Director, TranSpend, Inc.	65	1999	Yes	•	Chair
Gary G. Greenfield Partner, Court Square Capital Partners	61	2014	Yes				•	•
Andreas W. Mattes President and Chief Executive Officer, Diebold, Incorporated	54	2013	No
Robert S. Prather, Jr. President and CEO of Heartland Media, LLC	71	2013	Yes	•			•
Rajesh K. Soin Chairman of the Board and Chief Executive Officer, Soin, LLC	68	2012	Yes			•		•
Henry D. G. Wallace Non-executive Chairman of the Board, Diebold, Incorporated	70	2003	Yes		•	•
Alan J. Weber Chief Executive Officer, Weber Group LLC	67	2005	Yes	•			Chair
Information about our Audit Committee, Board Governance Committee, Compensation Committee, Finance Committee, and Technology Strategy and Innovation Committee can be found on pages 7-9.

-2-

See pages 14-16 for more information on our consideration of director nominees and additional detail regarding the key qualifications and skills of our 2016 nominees. Information about our directors’ compensation and share ownership is provided on pages 12-14 and 22.

-3-

VOTING INFORMATION



Q:	What items will be voted on at the Annual ~~Meeting?~~Meeting and how does the Board recommend I vote?
A:	You are being asked to vote on the proposals outlined above on page 1 of "Proxy Summary," and the Board recommends a vote FOR each nominee and FOR each of Proposals 2 and 3.

Q.	What happens if other matters are properly presented at the Annual Meeting?
A:		~~At the Annual Meeting, you are being asked to:~~

		~~• Elect twelve directors;~~

		~~• Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2014;~~

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

		~~• Approve the Diebold, Incorporated 2014 Non-Qualified Stock Purchase Plan; and~~

		~~• Approve the Diebold, Incorporated Amended and Restated 1991 Equity and Performance Incentive Plan.~~

	A.	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 ~~2014~~2016 Annual Meeting is February ~~28, 2014.~~26, 2016. Each shareholder of record of our common shares as of the close of business on February ~~28, 2014~~26, 2016 is entitled to one vote for each common share held. As of the record date, there were ~~64,289,504~~65,137,132 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 ~~2014~~2016 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~~16-digit number located in a box on your proxy card that you can also receive in the 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~~16-digit number located in a box on your proxy card that you can also receive in the 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.

~~Table of Contents~~



Q:		~~How does the Board recommend I vote?~~

A:		~~The Board recommends a vote:~~

		• ~~FOR~~ ~~each of our twelve nominees for director;~~

		• ~~FOR~~ ~~the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2014;~~

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

		• ~~FOR~~ ~~the approval of the Diebold, Incorporated 2014 Non-Qualified Stock Purchase Plan; and~~

		• ~~FOR~~ ~~the approval of the Diebold, Incorporated Amended and Restated 1991 Equity and Performance Incentive 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 ~~2014~~2016 Annual Meeting by:

		• Revoking your proxy by sending written notice or submitting a later dated, signed proxy before the ~~2014~~2016 Annual Meeting to our Corporate Secretary at the Company’s address above;

		• Submitting a later dated, signed proxy before the start of the ~~2014~~2016 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 ~~23, 2014;~~20, 2016; or

		• Attending the ~~2014~~2016 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 11:29 a.m. EDT on April ~~22, 2014~~19, 2016 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.

-4-



	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, 4~~ and 5,3, 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, in an election that is not a contested 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~~"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”~~"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~~"broker non-vote.”

~~Table of Contents~~

"


		Proposal 2, the ratification of KPMG LLP as our independent registered public accounting firm for the year ending ~~Decmeber~~December 31, ~~2014,~~2016, 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 Proposals 1 ~~3, 4~~ or 5.3.

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,~~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”~~"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 below. For Proposals 2 ~~3, 4~~ and 5,3, 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~~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.~~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~~16-digit control number on each Notice when voting by Internet.

-5-

~~Table of Contents~~

~~TABLE OF CONTENTS~~



~~Corporate Governance~~	9
~~Board Leadership Structure~~	9
~~Board Meetings and Executive Sessions~~	9
~~Board Risk Oversight~~	9
~~Board Committees and Composition~~	10
~~Director Independence~~	12
~~Related Person Transaction Policy~~	13
~~Communications with Directors~~	13
~~Code of Business Ethics~~	14
~~Compensation Committee Interlocks and Insider Participation~~	14
~~Director Orientation and Education~~	14
~~Compensation of Directors~~	14
~~2013 Director Compensation~~	14
~~Director Stock Ownership Guidelines~~	14
~~Consideration of Director-Nominees~~	14
~~Shareholder Nominees~~	14
~~Identifying and Evaluating Nominees for Directors~~	14
~~Majority Voting Policy~~	14
~~Board Diversity, Director Qualifications and Corporate Governance Guidelines~~	15
~~Proposal 1: Election of Directors~~	16
~~Beneficial Ownership of Shares~~	20
~~Security Ownership of Directors and Management~~	20
~~Section 16(a) Beneficial Ownership Reporting Compliance~~	22
~~Compensation Committee Report~~	22
~~Compensation Discussion and Analysis~~	22
~~Executive Summary~~	23
~~Compensation Decision Process~~	28
~~2013 Compensation Elements~~	30
~~Benefits and Perquisites~~	36
~~Employment and Separation Agreements~~	38
~~Other Compensation Policies~~	40
~~Executive Compensation~~	41
~~2013 Summary Compensation Table~~	41
~~2013 Grants of Plan-Based Awards~~	44
~~Outstanding Equity Awards at 2013 Fiscal Year-End~~	45
~~2013 Option Exercises and Stock Vested~~	47
~~2013 Pension and Retirement Benefits~~	47
~~2013 Non-Qualified Deferred Compensation~~	49
~~Non-Qualified Deferred Compensation Plans~~	50
~~Potential Payments upon Termination or Change in Control~~	52
~~Payments Made Upon Termination~~	52
~~Payments Made Upon Retirement~~	53
~~Payments Made Upon Death or Disability~~	54
~~Payments Made Upon a Change-in-Control or Termination Following a Change-in-Control~~	55
~~Effects of Certain Tax Regulations on Payments~~	57
~~Post-Termination Payments Table~~	57
~~Report of Audit Committee~~	59
~~Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm~~	60
~~Audit and Non-Audit Fees~~	60
~~Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of~~ ~~Independent Registered Public Accounting Firm~~	60
~~Proposal 3: Approval, on an Advisory Basis, of Named Executive Officer Compensation~~	61

~~Table of Contents~~



~~Proposal 4: Approval of the Diebold, Incorporated 2014 Non-Qualified Stock Purchase Plan~~	62
~~Proposal 5: Approval of the Diebold, Incorporated Amended and Restated 1991 Equity and Performance Incentive Plan~~	67
~~Shareholders Sharing the Same Address~~	76
~~Expenses of Solicitation~~	76
~~Shareholder Proposals~~	76
~~Other Matters~~	77

~~Table of Contents~~

CORPORATE GOVERNANCE

Board Leadership Structure

WeOur Board is committed to strong leadership and currently maintains separate ~~the~~ roles of our Chief Executive Officer, ~~(CEO),~~or CEO, and our Chairman of the ~~Board; however, in the past, we have combined them.~~Board. We believe this structure is effective for our current circumstances and a good governance practice. The Board initially separated the roles in 2005 to allow our CEO at the time to concentrate on re-aligning our business priorities and running our business operations as we transitioned to new leadership. We currently keep these roles separate; however, as disclosed in our proxy statement relating to our 2013 annual meeting of shareholders, on January 19, 2013, the Board appointed Henry D. G. Wallace to temporarily serve as Executive Chairman of the Board during our search for a new CEO. The Board appointed Andreas W. Mattes as President and CEO on June 6, 2013, and he assumed the role of principal executive officer as of August 15, 2013, at which time Mr. Wallace stepped down as Executive Chairman and assumed the role of Non-executive Chairman of the Board.

~~The Company intends to maintain the separation between its CEO and Chairman of the Board positions for the time being and at least through 2015. Otherwise, the~~ Board does not have a specific policy with respect to separating ~~versus~~or combining these roles, or whether the Chairman should be an employee or non-employee ~~director. As such, the Board, primarily under the guidance of the Board Governance Committee,~~director and will continue to periodically review our leadership structure ~~to determine whether to maintain this separation after 2015~~ in light of ~~applicable~~ corporate governance standards, market practices and our specific circumstances and ~~needs,~~needs.

Board and ~~any other factors that may be relevant~~Director Assessments

The Board Governance Committee oversees the Board and director assessment program, as noted below in "Board Committees and Composition." When taken together, the following assessment program provides a holistic review of the role, performance and function of the full Board, the Chairman and each director, in relation to the ~~analysis.~~Company’s needs, challenges and opportunities. The assessment program includes a full board self-assessment, committee assessments, a chairman assessment, and individual director assessments. The full board self-assessment includes comprehensive questions designed to provide a holistic evaluation of the performance of the Board in light of our needs. The committee, chairman, and individual director assessments are more specifically tailored. The assessment results are shared with the applicable directors, committee members, and the full Board, and appropriate action plans are prepared and executed.

Board Meetings and Executive Sessions

~~During~~ ~~2013, the~~The Board held ~~thirteen~~five regular meetings ~~either~~and two special meetings in person or ~~telephonically. Except for Roberto Artavia, all~~telephonically during 2015, along with frequent telephonic updates around strategic transactions. All of our current directors attended 75% or more of the aggregate of all meetings of the Board and the Board committees on which they served during ~~2013. Mr. Artavia joined the Board at the~~ ~~2013~~ ~~Annual Meeting of Shareholders, and of the seven~~ ~~2013~~ ~~Board and committee meetings that took place following his appointment, he missed three telephonic meetings due to previously scheduled conflicts prior to his joining the Board.~~2015.

In accordance with the NYSE’s corporate governance standards, our independent directors regularly meet in executive session without management present, generally following each regularly-scheduled Board meeting. In addition, on occasion, our independent directors will meet in executive session prior to the start of a Board meeting. ~~As noted above, Henry D. G. Wallace presided over~~

While Diebold does not have a formal policy regarding directors’ attendance at the Annual Meeting of Shareholders, it is expected that all thirteen meetings in 2013 as either our Executive or Non-executive Chairman: he presided over three meetings as our Non-executive Chairman (those that took place after August 15, 2013) and, therefore, was an independent director; and he presided overdirectors attend the ~~remaining ten meetings as our Executive Chairman.~~2016 Annual Meeting unless there are extenuating circumstances for non-attendance. All directors standing for re-election attended the 2015 Annual Meeting of Shareholders.

Board Risk Oversight

The Board and the Board committees collectively play an active role in overseeing management of ~~the Company’s~~our risks and in helping ~~the Company~~ establish an appropriate risk tolerance. The Board oversees ~~the Company’s~~our risk strategy and effectiveness; however, management is responsible for identifying risks inherent in our business, as well as implementing and supervising day-to-day risk management. Accordingly, the Board and the appropriate committees receive regular reports from our senior management on areas of material risk to us, including operational, financial, strategic, compliance, cybersecurity, competitive, reputational, legal and regulatory risks. The Board also meets with senior management ~~at least annually,~~as part of each Board meeting, and more frequently as ~~circumstances require, for a two-day~~needed, to discuss strategic planning, ~~session and discussion of~~including the key risks inherent in our short- and long-term ~~strategies at the development stage.~~strategies. Senior management then provides the Board with periodic updates throughout the year with respect to these strategic initiatives and the impact and management of these key risks.

-6-

In addition, each Board committee is responsible for evaluating certain risks within its area of responsibility and overseeing the management of such risks. The entire Board is then informed about such risks and management’s response to each risk through regular committee reports delivered by the ~~committee chairs. Below is a summary of the risk oversight roles of each committee:~~

~~Board Governance~~ Committee ~~Risk Oversight~~

As reported in our 2013 proxy statement, the Board Governance Committee assumed the primary oversight responsibility for enterprise risk management generally, including oversight of the Diebold Risk Council, or DRC, which is a management committee responsible for aligning efforts of identifying, assessing, managing and monitoring enterprise-wide risks, and coordinating risk management decisions, practices, policies and activities across our company. The DRC receives regular reports from the other management committees, as noted under “~~Other Risk Oversight” below, and provides for regular and consistent communications among our senior management and the Board, primarily through the Board Governance Committee.~~

~~In addition, the Board Governance Committee manages risks associated with the independence of our Board, corporate governance and potential conflicts of interest.~~

~~Table of Contents~~

~~Audit Committee Risk Oversight~~

Our Audit Committee regularly reviews our financial statements, internal control over financial reporting (among other areas), as well as the effectiveness of our internal control over financial reporting and the status of any efforts that may be required to remediate internal control deficiencies identified by management or our independent auditors. In evaluating the effectiveness of our internal control over financial reporting, the Audit Committee relies on the advice and counsel of our independent auditors to identify risks that arise during their regular reviews of our financial statements, and reports to the Board following each regularly scheduled Audit Committee meeting. The Audit Committee also has primary responsibility for the initial review of any credible ethics complaints disclosed pursuant to our Code of Business Ethics, discussed further in “~~Code of Business Ethics” below.~~

~~Compensation Committee Risk Oversight~~

Our Compensation Committee regularly reviews our executive compensation policies and practices, and employee benefits, and the risks associated with each. At the request of our Compensation Committee, management also reviews and evaluates our compensation policies and practices applicable to all employees that may create risks for our company. This evaluation includes reviews by members of our human resources, legal, finance, tax and internal audit departments. The Compensation Committee also engages its independent compensation consultant to conduct a comprehensive risk assessment of our executive compensation policies and practices, discussed in detail below under “~~Compensation Discussion and Analysis~~,” and the results of these reviews and assessments are presented to the Compensation Committee for its review and final assessment. As a result, we have determined that our compensation policies and practices do not create risk that is reasonably likely to have a material adverse effect on our company.

~~As described in more detail below under “Compensation Discussion and Analysis~~,” our Compensation Committee has developed an executive compensation philosophy that does not encourage unnecessary or excessive risk taking. Executives’ base salaries are fixed in amount, bonuses are capped and tied to corporate performance, and a large portion of executives’ compensation is provided in the form of long-term equity awards, the value of which are ultimately tied to the price of our common shares, all of which help to align executives’ interests with those of our shareholders.

~~Other Risk Oversight~~

~~Our Investment Committee oversees the management of risks associated with our credit, liquidity, investments and related strategies.~~

In addition to the DRC, we also have numerous other management committees tasked in part with reviewing risks and potential risks related to their respective day-to-day functional areas. These management committees meet regularly and report their results to the full Board or applicable committee.Chairs.

We also have robust internal dialog ~~amongst~~among our operations, finance, compliance, treasury, tax, legal and internal audit departments, among others, whenever a potential risk arises. These discussions are escalated to our CEO, Chief Financial Officer, Chief ~~Operating Officer, Chief Compliance~~Security Officer, Corporate Controller, ~~General Counsel,~~Chief Legal Officer, Chief Ethics and Compliance Officer, Chief Human Resources Officer, Chief ~~Innovation~~Communications Officer, and/or Vice President, Internal Audit and other Vice Presidents of our various divisions and regions, as appropriate, with open lines of communication among them, ~~the various management committees described above,~~ the various committees of the Board and the entire Board.

We believe that the Board’s approach and continued evaluation of its risk oversight, as described above, ~~optimizes~~optimize its ability to assess the various risks, make informed cost-benefit decisions, and approach emerging risks in a proactive manner for Diebold. We also believe that our Board leadership structure complements our risk management structure because it allows our independent directors to exercise effective oversight of the actions of management in identifying risks and implementing effective risk management policies and controls.

Board Committees and Composition

The Board’s current standing committees are the Audit Committee, Board Governance Committee, ~~Audit Committee,~~ Compensation Committee, Finance Committee and ~~Investment~~Technology Strategy and Innovation Committee. In addition, in 2010, the Board formed a Special Committee to oversee the Board’s legal representative in connection with our previously disclosed global Foreign Corrupt Practices Act, or FCPA, review. This Special Committee was dissolved following the Company's resolution of the FCPA matter at the Board's December 2013 meeting, with oversight of the Company's ongoing dedication to compliance to be split between the Board's standing committees going forward. In addition, as previously disclosed in the proxy statement for our 2013 annual meeting of shareholders, the Board formed a CEO Search Committee that was dissolved upon the appointment of Andreas W. Mattes as CEO in June 2014. Below is a summary of our committee structureEach committee's members and ~~membership information:~~meetings during 2015 and functions are described below.



Audit Committee*
Members: Patrick W. Allender (Chair), Gale S. Fitzgerald, Robert S. Prather, Jr., and Alan J. Weber All members of this committee qualify as independent. Meetings: This committee met in person or telephonically ten times during 2015, and had informal communications with management, as well as with our independent auditors, at various other times during the year. Contact: auditchair@diebold.com Committee Report: See page 65.	Primary Duties and Responsibilities: • Monitors the adequacy of our financial reporting process and systems of internal controls regarding finance, accounting and ethics and compliance. • Monitors the independence and performance of our outside auditors and performance and controls of our internal audit department. • Provides an avenue of communication among the outside auditors, management, the internal audit department and the Board. Financial Experts: The Board has determined that Messrs. Allender and Weber are audit committee financial experts within the meaning of such term under Item 407(d)(5) of Regulation S-K.
* This committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, or the Exchange Act.

10-7-



Board Governance Committee
Members: Gale S. Fitzgerald (Chair), Phillip R. Cox, Richard L. Crandall and Henry D. G. Wallace All members of this committee qualify as independent. Meetings: This committee met in person or telephonically five times during 2015, and had informal communications with management at various other times during the year. Contact: bdgovchair@diebold.com	Primary Duties and Responsibilities: • Insures Board oversight of our enterprise risk management process. • Reviews qualifications of potential director candidates. • Makes recommendations to the Board to fill vacancies or consider the appropriate size of the Board. • Makes recommendations regarding corporate governance principles, Board committee composition, and the directors’ compensation for their services on the Board and on Board committees. • Leads and oversees all of the Board and Committee assessments. • Oversees director orientation and education, as described in "Director Orientation and Education" below.

~~Table of Contents~~



Compensation Committee
Members: Phillip R. Cox (Chair), Rajesh K. Soin and Henry D. G. Wallace All members of this committee qualify as independent. Meetings: This committee met in person or telephonically five times during 2015, and had informal communications with management, as well as the Committee’s independent compensation consultant, at various other times during the year. Contact: compchair@diebold.com Committee Report: See page 23	Primary Duties and Responsibilities: • Administers our executive compensation program. • Oversees our equity plans (including reviewing and approving equity grants to executive officers). • Annually reviews and approves all pay decisions relating to executive officers. • Determines and measures achievement of corporate and individual goals, as applicable, by our executive officers under our short- (annual) and long-term incentive plans, and makes recommendations to the Board for ratification of such achievements. • Reviews the management succession plan and proposed changes to any of our benefit plans, such as retirement plans, deferred compensation plans and 401(k) plans. • For additional discussion of the committee’s role, processes and procedures in connection with executive compensation, see "Compensation Discussion and Analysis - Role of the Compensation Committee" below.

-8-

^{_______________________________________________________}



¹FinanceCommittee
~~Messrs. Artavia~~ Members: Alan J. Weber (Chair), Patrick W. Allender, Gary G. Greenfield and Robert S. Prather, ~~were each elected~~Jr. All members of this committee qualify as independent. Meetings: This committee met in person or telephonically four times in 2015, and had informal communications with management at various other times during the year.	Primary Duties and Responsibilities: • Makes recommendations to the Board atwith respect to material or other significant transactions. • Establishes investment policies, including asset allocation, for our cash, short-term securities and retirement plan assets and oversees the ~~2013 Annual Meeting~~management of ~~Shareholders~~those assets. • Reviews our financial exposure and ~~were each appointed~~liabilities, including the use of derivatives and other risk management techniques. • Makes recommendations to the ~~Audit Committee effective as of April 25, 2013.~~Board related to customer financing activities and funding plans for our company.



Technology Strategy and Innovation Committee
²Members: Richard L. Crandall (Chair), Gary G. Greenfield and Rajesh K. Soin All members of this committee qualify as independent. Meetings: This committee met in person one time in 2015.	~~From January 19, 2013 until August 15, 2013, Mr. Wallace served as our Executive Chairman of~~ Primary Duties and Responsibilities: • Assists the Board in its oversight of our investment in services technology and ~~accordingly, was not deemed independent~~intellectual property. • Evaluates our global technology and ~~did not serve~~innovation strategies and initiatives, including their impact on ~~any standing committees, but did serve as Chair of the Special Committee. As of August 15, 2013, he regained his independence~~our performance and ~~accordingly, effective as of October 3, 2013, was appointed~~competitive position. • Evaluates management proposals for strategic technology investments, divestitures, and acquisitions. • Provides clarification and validation to the Board ~~Governance~~on the direction of our company as it relates to technology and ~~Compensation Committees.~~innovation.


³	~~The Special Committee was dissolved as of the Board's December meeting following our resolution of the FCPA matter.~~

~~Audit Committee~~

~~This committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A)~~

Corporate Governance Materials Available on Our Website

Copies of the ~~Securities Exchange Act of 1934, or the Exchange Act, and its functions~~following documents, among others, are ~~described below under “Report of Audit Committee.” The committee’s current charter is~~ available on our ~~web site at~~ ~~http://www.diebold.com~~.

~~The current members~~website (www.diebold.com) in the Corporate Governance portion of the ~~Audit Committee are Patrick W. Allender, Chair, Roberto Artavia, Bruce L. Byrnes, Robert S. Prather, Jr., and Alan J. Weber, all of whom are independent~~Investor Relations section under the NYSE Rules and applicable SEC requirements. In addition, the Board has determined that Messrs. Allender and Weber are audit committee financial experts within the meaning of such term under Item 407(d)(5) of Regulation S-K. Effective as of January 19, 2013, Mr. Allender served as Chair of theCompany tab:

Current Charters for our Audit, ~~Committee. This committee met in person or telephonically nine times during~~ ~~2013, and had informal communications between themselves and management, as well as with our independent auditors, at various other times during the year.~~

Board Governance, ~~Committee~~Compensation, Finance, and Technology Strategy and Innovation Committees;

~~This committee’s functions include reviewing the qualifications~~Our Director Independence Standards;

Our Corporate Governance Guidelines;

Our Code of potential director candidates and making recommendations to the Board to fill vacancies or consider the appropriate size of the Board. This committee makes recommendations regarding corporate governance principles, the composition of the Board committees, and the directors’ compensation for their services on the Board and on Board committees. This committee also leads the Board’s annual self-assessment, and oversees director orientation and education, as described in “~~Director Orientation and Education” below. Finally, as noted in “Board Risk Oversight” above, in 2012, this committee assumed the primary oversight of enterprise risk management generally and of the DRC. The committee’s current charter is available~~Business Ethics.

Information on our ~~web site at~~ ~~http://www.diebold.com~~.

~~The current members~~website is not, and will not be deemed to be, a part of the Board Governance Committee are Gale S. Fitzgerald, Chair, Patrick W. Allender, Bruce L. Byrnes, Rajesh K. Soin and Henry D. G. Wallace (effective as of October 3, 2013), all of whom are independent. This committee met in person or ~~telephonically six times during~~ ~~2013, and had informal communications between themselves and management at various other times during the year.~~

~~Table of Contents~~

~~Compensation Committee~~

This committee administers our executive pay program. The committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee or, in the case of non-officers, to the CEO or the Chief Human Resources Officer. The role of the committee is to oversee our equity plans (including reviewing and approving equity grants to executive officers) and to annually review and approve all pay decisions relating to executive officers. This committee also assesses achievement of corporate and individual goals, as applicable, by the executive officers under our short- (annual) and long-term incentive plans, and makes recommendations to the Board for approval of such achievement. This committee reviews the management succession plan and proposed changes to any of our benefit plans, such as retirement plans, deferred compensation plans and 401(k) plans. For a narrative description of the committee’s processes and procedures for the consideration of executive officer compensation, and for further discussion of the committee members, see “~~Compensation Discussion and Analysis” below. The committee’s current charter is available on our web site at~~ ~~http://www.diebold.com~~.

The current members of the Compensation Committee are Phillip R. Cox, Chair, Richard L. Crandall, Gale S. Fitzgerald, Rajesh K. Soin and Henry D. G. Wallace (effective as of October 3, 2013), all of whom are independent under the NYSE rules and applicable SEC requirements. This committee met in person or telephonically five times during ~~2013, and had informal communications between themselves and management, as well as the Committee's independent compensation consultant, at various other times during the year.~~

~~Investment Committee~~

This committee’s functions include establishing the investment policies, including asset allocation, for our cash, short-term securities and retirement plan assets, overseeing the management of those assets, ratifying fund managers recommended by management and reviewing at least annually the investment performance of our retirement plans and 401(k) plans to assure adequate and competitive returns. The committee’s current charter is available on our web site at ~~http://www.diebold.com~~.

~~The current members of the Investment Committee are Alan J. Weber, Chair, Phillip R. Cox and Richard L. Crandall. This committee met in person or telephonically twice in~~ ~~2013, and had informal communications between themselves and management at various other times during the year.~~

~~Special Committee~~

As noted above, the Special Committee was dissolved as of our December 2013 Board meeting following the Company's resolution of the FCPA matter. The committee’s functions were to oversee the Board’s legal representative in connection with our previously disclosed global FCPA review. The committee had the authority to retain independent counsel, and conduct any interviews with officers, employees and/or directors of our company and access all information of our company or our subsidiaries that it believed would assist in its activities.

The members of the Special Committee were Henry D. G. Wallace, Chair, Patrick W. Allender, Phillip R. Cox, Gale S. Fitzgerald and Alan J. Weber. This committee met in person or telephonically four times in ~~2013~~.incorporated into this proxy statement.

Director Independence

The Board determined that each of Patrick W. Allender, ~~Roberto Artavia, Bruce L. Byrnes,~~ Phillip R. Cox, Richard L. Crandall, Gale S. Fitzgerald, Gary G. Greenfield, Robert S. Prather, Jr., Rajesh K. Soin, Henry D. G. Wallace ~~(as of August 15, 2013)~~ and Alan J. Weber, ~~which includes each of the members of the Audit Committee, the Board Governance Committee and the Compensation Committee,~~ has no material relationship with Diebold (either directly or as a partner, shareholder or officer of an organization that has a relationship

-9-

with us) and is independent ~~within~~under our director independence standards, ~~which are in compliance with~~ the NYSE director independence standards, and the SEC independence requirements, as applicable and as currently in effect. Andreas W. Mattes does not meet these independence standards because he is employed as our President and CEO.

In making ~~this determination with respect to~~ the independence determinations, the Board considered the following:

Mr. Crandall serves on the ~~Board determined that the provision~~board of directors of R.R. Donnelley & Sons Company, which provided printing services related to our proxy statement for our ~~2013~~2015 annual meeting of shareholders ~~provided~~for a fee of approximately $21,000. In addition, Mr. Crandall owns the Enterprise Software CEO Roundtable, and our CEO Mr. Mattes was a member of that Roundtable in 2015 and will be for 2016. Mr. Mattes did not join the Roundtable until after Mr. Crandall stepped down from his membership on our Compensation Committee in April 2015. The standard annual fees, which were paid by Diebold to the Roundtable, were $8,500 for 2015 and $9,500 for 2016. The Board determined that the provision of services by R.R. Donnelley, ~~& Sons Company,~~Mr. Crandall’s service on the R.R. Donnelley board, and the Roundtable’s receipt of ~~directors of which Mr. Crandall is~~ a ~~member,~~membership fee from Diebold did not create a material relationship or impair the independence of Mr. ~~Crandall because he serves only as a board member, and the nature of the services provided and the fees paid by Diebold for such services were less than $25,000 in~~ ~~2013~~.Crandall.

~~Further, in making this determination with respect to~~ Mr. Weber serves on the board of directors of Broadridge Financial Solutions, Inc., which provided processing, mailing and tabulation services for our proxy statement in 2015 for a fee of approximately $105,000. The Board determined that the provision of ~~our proxy processing, mailing~~these services and ~~tabulation services by Broadridge Financial Solutions, Inc., the~~Mr. Weber’s board ~~of directors of which Mr. Weber is a member,~~membership did not create a material relationship or impair the independence of Mr. ~~Weber because he~~Weber.

Mr. Cox serves ~~only~~ as ~~a board member, and the nature of the services provided and the fees paid by Diebold for such services were less than $95,000 in~~ ~~2013~~.

~~Under our director independence standards, a director will be determined not to be independent under the following circumstances:~~

~~The director is, or has been within the last three years, an employee of ours, or an immediate family member is, or has been within the last three years, an executive officer of ours;~~

The director has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $100,000 in direct compensation from us, other than director and committee fees and

~~Table of Contents~~

~~pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);~~

The director has been affiliated with or employed by, or any of his or her immediate family members has been affiliated with or employed in a professional capacity by, a present or former internal or external auditor of our company during the last three years;

The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee;

The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or two percent of such other company’s consolidated gross revenues;

~~The director has engaged in a transaction with us for which we have been or will be required to make a disclosure under Item 404(a) of Regulation S-K promulgated by the SEC; or~~

~~The director has any other material relationship with us, either directly or as a partner, shareholder or officer of an organization that has a relationship with us.~~

~~Andreas W. Mattes does not meet these independence standards because he is our~~ President and CEO of Cox Financial Corporation, which may act as the broker with respect to certain supplemental disability benefits purchased by our employees, at their own expense and election, from certain insurance companies. Diebold is not a client or customer of Cox Financial Corporation and does not participate in the employee’s decision. Employees of Cox Financial Corporation received aggregate commissions from the respective insurance companies of approximately $14,930 during 2015. The Board determined that the provision of these brokerage services to our ~~employee. Further, Mr. Wallace served as our Executive Chairman~~employees, at their own expense and election, for purposes of ~~the Board from January 19, 2013 (when Mr. Swidarski stepped down as our CEO) until August 15, 2013 (when Mr. Mattes assumed the principal executive officer role), and during such period, Mr. Wallace~~their long-term disability insurance coverage, did not ~~meet these~~create a material relationship or impair the independence ~~standards. However,~~of Mr. ~~Wallace regained his independent status effective as of August 15, 2013, when he assumed the role of non-executive Chairman of the Board.~~

~~Our director independence standards are available on our web site at~~ ~~http://www.diebold.com~~.Cox.

Related Person Transaction Policy

Pursuant to our director independence standards, discussed above, and our Corporate Governance Guidelines, discussed below in “"Board Diversity, Director Qualifications and Corporate Governance Guidelines”," we do not engage in transactions with non-employee directors or their affiliates if a transaction would cause an independent director to no longer be deemed independent, would present the appearance of a conflict of interest or is otherwise prohibited by law, rule or regulation. This includes, directly or indirectly, any extension, maintenance or renewal of an extension of credit to any of our directors.

This prohibition also includes significant business dealings with directors or their affiliates, charitable contributions that would require disclosure in our proxy statement under the rules of the NYSE, and consulting contracts with, or other indirect forms of compensation to, a director. Any waiver of this policy may be made only by the Board and must be promptly disclosed to our shareholders.

~~Our Corporate Governance Guidelines are available on our website at~~ ~~www.diebold.com~~.

In ~~2013~~,2015, we did not engage in any related person transaction(s) requiring disclosure under Item 404 of Regulation S-K.

-10-

Communications with Directors

Shareholders and interested parties may communicate with our Audit, Board Governance and Compensation Committee Chairs by sending an email to the address provided in the applicable committee ~~chairs~~description above or with our non-employee directors as a group by sending an email ~~to:~~

~~Audit Committee –~~ ~~auditchair@diebold.com~~

~~Board Governance Committee –~~ ~~bdgovchair@diebold.com~~

~~Compensation Committee –~~ ~~compchair@diebold.com~~

~~Directors –~~to nonmanagementdirectors@diebold.com

Communications may also be directed in writing to such person or group at Diebold, Incorporated, Attention: Corporate Secretary, 5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077. The independent members of the Board ~~has~~have approved a process for handling communications we receive that are addressed to non-employee members of the Board. Under that process, the Corporate Secretary will review all such communications and determine whether communications require immediate attention. The Corporate Secretary will forward communications, or a summary of communications, to the appropriate director or directors.

~~A majority of the independent directors of the Board approved this process for determining which communications are forwarded to various members of the Board.~~

~~Table of Contents~~

Code of Business Ethics

All of our directors, executive officers and employees are required to comply with certain policies and protocols concerning business ethics and conduct as provided in our Code of Business Ethics, or the Code. The Code ties our core values to the ethical principles that must guide our business decisions. The Code also provides clear information on the resources available for directors, executive officers and employees to ask questions and report unethical behavior. All members of the Board have received training specific to the Code.

The Code applies not only to us, but also to all of our domestic and international affiliates and subsidiaries. The Code describes certain responsibilities that our directors, executive officers and employees have to Diebold, to each other and to our global partners and communities. It covers many topics, including compliance with laws, including the Foreign Corrupt Practices Act and relevant global anti-corruption laws, conflicts of interest, intellectual property and the protection of competitive and confidential information, as well as maintaining a respectful and non-retaliatory workplace. The Code also includes and links to our Conflicts of Interest Policy, which further details the requirements for our officers, directors and employees to avoid and disclose potential conflicts, including those that may result from ~~related-party~~related party transactions. In addition, our employees are required to report any conduct that they believe in good faith to be a violation of the Code. Our Audit Committee has procedures to receive, retain and treat complaints ~~received~~ regarding accounting, internal financial controls or auditing matters, and to allow for the confidential and anonymous submission of concerns regarding questionable practices or potential violations of our policies, including the Code.

~~The Code of Business Ethics is available on our web site at~~ ~~http://www.diebold.com~~.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during the year ended December 31, ~~2013~~2015 were Phillip R. Cox, Chair, ~~Richard L. Crandall, Gale S. Fitzgerald,~~ Rajesh K. Soin, ~~and~~ Henry D. G. Wallace, ~~(as of October 4, 2013)~~Richard L. Crandall (through April 2015), and Gale S. Fitzgerald (through April 2015). ~~Except with respect to Mr. Wallace's temporary executive status, as discussed above in "Director Independence,~~" no member of the Compensation Committee is or has been an executive officer of Diebold. With respect to Mr. Wallace, he joined the Compensation Committee only after he regained his independence as previously discussed. In addition, noNo member of the Compensation Committee has had any relationships requiring disclosure by us under the SEC’s rules requiring disclosure of certain relationships and related person transactions. No officer or employee of Diebold served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of Diebold or member of the Compensation Committee during ~~2013~~.2015.

Director Orientation and Education

All new directors participate in a director orientation program. The Board Governance Committee oversees this introduction and orientation process where the new director meets with key senior management personnel and takes a tour through our global solutions center to improve his or her understanding of our business and global products and solutions. In addition, the orientation process educates the new director on the history of the Company, our strategic

-11-

plans, significant financial matters, core values, including ethics and compliance programs (and also including our Code of Business Ethics), corporate governance practices and other key policies and practices.

COMPENSATION OF DIRECTORS

The following director compensation is determined by the Board at the recommendation of the Board Governance Committee. With respect to non-employee directors, it is ~~the company’s~~our goal to provide directors with fair and competitive compensation, while ensuring that their compensation is closely aligned with ~~stockholder interests and with the performance of the company.~~shareholder interests.

The annual retainer ~~and committees fees~~ received by the directors during ~~2013~~2015 remained the same as ~~those~~that paid in ~~2012.~~2014. Accordingly, during ~~2013~~,2015, our non-employee directors received an annual retainer of $65,000 for their service as ~~directors, and our Non-executive~~directors. Our non-executive Chairman of the Board received an additional annual retainer of ~~$7,500 per month.~~$100,000.

In addition to their annual retainers, our non-employee directors also received the following annual committee fees for their participation as members or as Chairs of one or more Board committees:

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



	Member		Chair
Audit Committee	$	12,500	$	25,000
Compensation Committee	$	10,000	$	20,000
Board Governance Committee	$	7,500	$	15,000
Finance Committee	$	7,500	$	15,000
Technology Strategy and Innovation Committee	$	7,500	$	15,000

Additionally, members of the Special Committee also received $1,500 for each Special Committee meeting held and the Chair of the Special Committee received a $10,000 annual retainer in addition to the per meeting fee. For the applicable period in 2013, the members of the CEO Search Committee received $1,500 for each CEO Search Committee meeting held in person, and $500 for each CEO Search Committee meeting held telephonically. In addition, the Chair of the CEO Search Committee received a one-time retainer of $5,000 and each member received a one-time retainer of $2,500 for such service.

Finally, during the time that Mr. Wallace assumed the role of Executive Chairman, he received a monthly stipend of $70,000, which was inclusive of all Board and Chairman retainer fees (with $19,000 per month allocated to Board/Chairman fees and $51,000 per month allocated to salary as interim principal executive officer). This Executive Chairman stipend was determined based upon a benchmarking review performed by the Compensation Committee's independent compensation consultant.

The varying fee amounts are intended to reflect differing levels of responsibility, meeting requirements and fiduciary duties. The fees for a director who joins or leaves the Board or assumes additional responsibilities during the year are pro-rated for his or her period of actual service.

A director may elect to defer receipt of all or a portion of his or her ~~cash~~ compensation pursuant to the Deferred Compensation Plan No. 2 for Directors.

In addition to cash compensation, each non-employee director may ~~also~~ receive equity awards under our Amended and Restated 1991 Equity and Performance Incentive Plan, as amended and restated on February 12, 2014, which we refer to as the ~~1991~~ Plan. ~~The~~We aim ~~of the Board is~~ to provide a balanced mix of cash and equity compensation to our directors that targets the directors’ total pay at the median of a peer group of companies in similar industries and of comparable size and revenue. This peer group is the same one used by our Compensation Committee for benchmarking executive compensation, which is discussed in more detail below in “"Peer Companies and Competitive Market ~~Data~~Data"” under “"Compensation Discussion and Analysis.”"

~~Prior to 2007, our~~In 2015, each non-employee directors received stock option awards under the 1991 Plan. Those stock options that vested prior to December 31, 2005 are entitled to reload rights, under which an optionee can elect to pay the exercise price using previously owned shares and receive a new option at the then-current market price for a number of shares equal to those surrendered. The reload feature is only available, however, if the optionee agrees to defer receipt of the balance of the option shares for at least two years.

~~Beginning in 2007, our non-employee directors were~~director was awarded 3,534 deferred common shares, ~~instead of stock options. The~~subject to a one-year vesting condition. Each award approximated $125,000 in value and provides for dividend equivalent payments in cash during the restricted period. Our non-employee directors have received deferred common shares ~~vest one year from the date of grant, but receipt is deferred until the latest of (1) three years from the date of grant, (2) retirement from the Board or (3) attainment of the age of 65.~~awards since 2007. We believe ~~deferred shares~~these awards strengthen the directors’ ties to shareholder interests by ~~providing awards that more effectively build stock ownership and ensure that the directors’~~aligning their long-term economic interests ~~are aligned with those of other shareholders.~~

In ~~2013, each non-employee director was awarded 4,200 deferred common shares, which was intended~~and that these awards provide effective ways to ~~approximate $125,000 in value in order to bridge the gap between cash compensation and the median total directors' pay of~~help our peer group. In addition, the Chair of the CEO Search Committee was awarded an additional 750 deferred common shares and each member was awarded an additional 400 deferred common shares in recognition of their service on the committee.directors build stock ownership.

-12-

2015 Director Compensation

The following table details the ~~cash retainers and fees received by~~compensation of our non-employee directors ~~during~~ ~~2013, as well as the aggregate grant date fair value of stock grants awarded during~~ ~~2013~~ ~~pursuant to our 1991 Plan:~~

~~2013~~ ~~Director Compensation~~for 2015:


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	90,667	124,866	10,465	225,998	97,500	125,386	15,630	238,516
Roberto Artavia	50,667	124,866	3,623	179,156
Bruce L. Byrnes	81,000	124,866	13,685	219,551
Mei Wei Cheng⁴	27,000	-	8,007	35,007
Phillip R. Cox	98,500	136,758	22,310	257,568	90,250	125,386	27,590	243,226
Richard L. Crandall	90,000	147,163	22,612	259,775	87,500	125,386	27,992	240,878
Gale S. Fitzgerald	86,000	124,866	21,965	232,831	90,000	125,386	27,130	242,516
John N. Lauer⁴	33,167	-	5,189	38,356
Gary G. Greenfield					76,250	125,386	3,957	205,593
Robert S. Prather, Jr.	50,667	124,866	3,623	179,156	82,000	125,386	11,514	218,900
Rajesh K. Soin	87,833	136,758	7,245	231,836	81,250	125,386	12,525	219,161
Henry D. G. Wallace ⁵	199,625	124,866	24,380	348,871
Henry D. G. Wallace					181,250	125,386	29,545	336,181
Alan J. Weber	87,000	124,866	21,965	233,831	89,250	125,386	29,857	244,493

~~_______________________________________~~



¹	This column reports the amount of cash compensation earned in ~~2013~~2015 for Board and committee service, including Board retainer amounts discussed above and the following committee fees earned in ~~2013~~2015 (partial amounts reflect pro-rated fees based on time of actual committee service during ~~2013~~)2015):


Name	Audit Committee ($)	Board Governance Committee ($)	Compensation Committee ($)	Investment Committee ($)	Special Committee ($)	CEO Search Committee ($)	Audit Committee ($)	Board Governance Committee ($)	Compensation Committee ($)	Finance Committee ($)	Technology Strategy & Innovation Committee ($)
Patrick W. Allender	14,667	5,000	-	-	6,000	-	25,000	3,750	—	3,750	—
Roberto Artavia	7,333	-	-	-	-	-
Bruce L. Byrnes	11,000	5,000	-	-	-	-
Mei Wei Cheng	3,667	1,667	-	-	-	-
Phillip R. Cox	-	-	12,000	3,000	6,000	12,500	—	3,750	20,000	1,500	—
Richard L. Crandall	-	-	7,000	3,000	-	15,000	—	3,750		—	15,000
Gale S. Fitzgerald	-	8,000	7,000	-	6,000	-	6,250	15,000	3,750	—
John N. Lauer	-	1,667	2,333	-	-	-
Gary G. Greenfield							—			3,750	7,500
Robert S. Prather, Jr.	7,333	-	-	-	-	-	11,750	—		5,250	—
Rajesh K. Soin	-	3,333	7,000	-	-	12,500	—	3,750	8,750	—	3,750
Henry D. G. Wallace	3,750	1,250	1,750	750	9,750	-	—	7,500	8,750	—
Alan J. Weber	11,000	-	-	5,000	6,000	-	11,750	—		12,500	—



²	This column represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718 for deferred shares granted to our non-employee directors in ~~2013~~,2015, as further described above. Each director received ~~4,200~~3,534 deferred shares as of April ~~24, 2013,~~23, 2015, with a closing price of our common shares on that date of $29.73. Furthermore, Mr. Crandall received an additional 750 deferred shares, with a fair value of $22,297, and Messrs. Cox and Soin each received an additional 400 shares, with a fair value of $11,892, for their participation on the CEO Search Committee.$35.48. The actual value a director may realize will depend on the stock price on the date the deferral period ends. As of December 31, ~~2013~~,2015, the aggregate number of vested and unvested deferred shares held by our current directors was: Mr. Allender, ~~10,150; Mr. Artavia, 4,200; Mr. Byrnes, 12,950;~~13,684; Mr. Cox, ~~20,550;~~24,084; Mr. Crandall, ~~20,900;~~24,434; Ms. Fitzgerald, ~~20,150;~~23,684; Mr. Greenfield, 3,534; Mr. Prather, ~~4,200;~~7,734; Mr. Soin, ~~7,450;~~10,984; Mr. Wallace, ~~22,250;~~25,784; and Mr. Weber, ~~20,150. Also,~~23,684. In addition, as of December 31, ~~2013, Mr. Cheng held 3,100 fully-vested deferred shares that had not yet been released. In addition, as of~~ ~~December 31, 2013~~,2015, the aggregate number of common shares issuable pursuant to options outstanding held by current directors was: Mr. Cox, ~~9,000;~~4,500; Mr. Crandall, ~~13,500;~~4,500; Ms. Fitzgerald, ~~13,500; Mr. Lauer, 13,500;~~4,500; Mr. Wallace, ~~13,500;~~4,500; and Mr. Weber, ~~9,000.~~ 4,500. These options were awarded to Messrs. Cox, Crandall, Wallace and Weber and Ms. Fitzgerald prior to 2007. All of these options vested prior to December 31, 2005 and are subject to reload rights under which the director can elect to pay the exercise price using previously owned shares and receive a new option at the then-current market price for a number of shares equal to those surrendered. The reload feature is only available if the director agrees to defer receipt of the balance of the option shares for at least two years.


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


⁴ -13-	~~Messrs. Cheng and Lauer retired from the Board effective as of the 2013 Annual Meeting of Shareholders.~~


⁵	The compensation reflected for Mr. Wallace represents only the amount of compensation earned in 2013 for Board and committee service, including Board and committee retainer amounts discussed above. For a complete breakdown of Mr. Wallace's compensation earned in 2013, including his salary as Executive Chairman, see "~~2013 Summary Compensation Table" below.~~

Director Stock Ownership Guidelines

~~In 2007,~~As reported in our 2014 proxy, the Board ~~Governance Committee established~~updated its stock ownership guidelines ~~for each non-employee director, and monitors at least annually~~in 2013 to better align with the ~~directors' progress towards these guidelines. As a result~~practices of ~~research conducted with respect to the company's~~our peer group (discussed further below under ""Peer Companies and Competitive Market Data"under ""Compensation Discussion and Analysis")~~, in 2013, the Board Governance Committee recommended, and the Board approved, modifying the Board's ownership guidelines in order to better align with the peer group. Accordingly, each~~. Each non-employee director is ~~now~~ expected to own common shares of Diebold valued at least five times the annual retainer, ~~as opposed~~and the directors are not permitted to sell any vested shares prior to meeting this ownership level. We count the ~~flat 6,500~~deferred shares ~~previously required. These ownership~~held by the directors for purposes of these guidelines, which are intended to build stock ownership among non-employee directors and ensure that their long-term economic interests are aligned with those of other shareholders. ~~As reflected below under “Security Ownership of Directors and Management,” the~~The majority of our directors have exceeded the ownership guidelines, while our directors who were appointed most recently are on track to achieve the ownership guidelines within the next few years. ~~We do not impose any penalties on directors who fail to meet the stock ownership guidelines.~~

CONSIDERATION OF DIRECTOR-NOMINEES

Shareholder Nominees

The policy of the Board Governance Committee is to consider properly submitted shareholder nominations for candidates for membership on the Board as described below under “"Identifying and Evaluating Nominees for Directors.”" In evaluating shareholder nominations, the Board Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria set forth below under “"Board Diversity, Director Qualifications and Corporate Governance Guidelines.”"

~~Any shareholder nominations proposed for consideration by the~~The Board Governance Committee ~~should include:~~will consider any shareholder nominations for director that are properly proposed and meet the requirements set out in our Code of Regulations, which include but are not limited to:

complete information as to the identity and qualifications of the proposed nominee, including name, address, present and prior business and/or professional affiliations, education and experience, ~~and~~ particular fields of ~~expertise;~~expertise, and a representation that the shareholder is a holder of record;

an indication of the nominee’s consent to serve as a director of Diebold if elected; ~~and~~

why, in the opinion of the recommending shareholder, the proposed nominee is qualified and suited to be a director of ~~Diebold.~~Diebold; and

whether the shareholder intends to deliver a proxy statement and form of proxy to holders of at least the percentage of shares entitled to vote that are required to elect a nominee.

Shareholder nominations should be addressed to Diebold, Incorporated, 5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077, Attention: Corporate Secretary. ~~See also “~~For important additional information related to proposal requirements, see "Shareholder ~~Proposals~~Proposals"” below.

Identifying and Evaluating Nominees for Directors

The Board Governance Committee considers many methods for identifying and evaluating director-nominees. The Board Governance Committee regularly reviews the appropriate size of the Board and whether any vacancies on the Board are anticipated due to retirement or otherwise. When vacancies arise or are anticipated, the Board Governance Committee considers various potential candidates. Candidates may come to the attention of the Board Governance Committee through current Board members, professional search firms, shareholders or other persons.

As described above, the Board Governance Committee considers properly submitted shareholder nominations for candidates for the Board. Following verification of the recommending shareholder’s status, recommendations are considered by the Board Governance Committee at a regularly scheduled meeting.

-14-

Majority Voting Policy

In 2007, the Board adopted a majority voting policy, which provides that, in an uncontested election, any nominee for director who receives a greater number of votes ~~“withheld”~~"withheld" from his or her election than votes ~~“for”~~"for" election, which we refer to as a Majority Withheld Vote, is expected to tender his or her resignation following certification of the shareholder vote. The Board Governance Committee will then consider the tendered resignation and make a recommendation to the ~~Board.~~Board as to whether to accept or reject the tendered resignation. The Board will act on the Board Governance Committee’s recommendation within 90 days following certification of the shareholder vote. Any director who tenders his or her resignation pursuant to this policy will not participate in the Board Governance Committee recommendation or Board action regarding whether to accept or reject the tendered resignation.

However, if each member of the Board Governance Committee received a Majority Withheld Vote in the same election, then the Board will appoint a committee comprised solely of independent directors who did not receive a Majority Withheld Vote at that election to consider each tendered resignation offer and recommend to the Board whether to accept or reject each resignation. Further, if all of the directors received a Majority Withheld Vote in the same election, then the Board will appoint a committee

~~Table of Contents~~

comprised solely of independent directors to consider each tendered resignation offer and recommend to the Board whether to accept or reject each resignation.

Board Diversity, Director Qualifications and Corporate Governance Guidelines

In evaluating director-nominees, the Board Governance Committee considers many factors ~~it deems appropriate,~~in order to strengthen the talent and capabilities of the Board and the committees, consistent with our Corporate Governance Guidelines and other criteria established by the Board. While the Board Governance Committee does not have a formal diversity policy, its general goal is to create a well-balanced Board that combines ~~diverse~~broad business and industry experience ~~skill sets~~with comprehensive diversity characteristics and ~~other leadership skills, that represent diverse viewpoints and that~~professional viewpoints. Together, these considerations enable us to appropriately pursue our strategic objectives domestically and abroad.

The Board Governance Committee identifies candidates whose business experience, knowledge, skills, diversity, integrity and global experiences are considered desirable to strengthen the talent and capabilities of the Board and any committees of the Board. Qualifications for Board service have not been reduced to a checklist of specific standards or minimum qualifications, skills or qualities.

~~The~~ Rather, the Board Governance Committee ~~makes its determinations as~~decides which nominees to ~~director selection~~recommend based on the facts and circumstances at the ~~time of the receipt of the director candidate recommendation.~~time. Applicable considerations ~~include whether:~~include:

whether the Board Governance Committee is currently looking to fill a new position created by an expansion of the number of directors, or a vacancy that may exist or is anticipated on the Board;

whether the current composition of the Board is consistent with the criteria described in our Corporate Governance Guidelines;

whether the candidate possesses the qualifications that are generally the basis for selection of candidates to the ~~Board;~~Board, including the candidate’s applicable experience, skill set and diversity qualifications, as noted above, in order to support the current and future needs of the Company; and

whether the candidate would be considered independent under the rules of the SEC, NYSE and our standards with respect to director independence.

Final approval of any candidate is determined by the full Board. In addition, the ~~Board Governance Committee annually conducts a review~~performance and contributions of each incumbent ~~directors using~~director are assessed as part of the ~~same criteria~~Board’s annual assessment program, as ~~outlined~~discussed above in ~~order to determine whether a director should be nominated for reelection to the Board.~~

~~A copy of our Corporate Governance Guidelines is available on our web site at~~ "~~http://www.diebold.com~~Board and Director Assessments."

-15-

The Board Governance Committee ~~has identified the director-nominees below as fitting~~believes that each of our directors fits the general qualifications described above and ~~in particular, due to the specific~~brings valuable experience, skills and qualifications to the Board. Accordingly, each of ~~them would bring or continue to bring to~~our current Board members is nominated for election at the Annual Meeting. Detailed information about each director’s background, experience and qualifications is provided in Proposal 1.

Although Mr. Crandall has reached the retirement age under our current Board retirement policy, the Board Governance Committee and the Board have waived the retirement age for him as ~~set forth in more detail below.~~permitted under our Corporate Governance Guidelines.

PROPOSAL 1: ELECTION OF DIRECTORS

The Board recommends that its twelve nominees for director be elected at the 2014 Annual Meeting, each to hold office for a term of one year from the date of the Annual Meeting or until the election and qualification of a successor. In the absence of contrary instruction, the Proxy Committee will vote the proxies for the election of the twelve nominees.

All director-nominees are presently members of the Board, with the exception of Mr. Greenfield, who was identified as a director-nominee by the Board Governance Committee. All of the present members of the Board were previously elected by our shareholders, except for Mr. Mattes, who joined the Board upon his election as President and CEO in June 2013. A substantial majority of the director-nominees are independent as required by the corporate governance standards of the NYSE. While Diebold does not have a formal policy regarding directors’ attendance at the Annual Meeting of Shareholders, it is expected that all directors attend the 2014 Annual Meeting unless there are extenuating circumstances for nonattendance. All directors standing for re-election attended the ~~2013~~ ~~Annual Meeting of Shareholders, except for Mr. Artavia, who had a previously scheduled conflict, and Mr. Mattes who had not yet been appointed President, CEO and Director.~~



	The Board recommends that its ten nominees for director be elected at the 2016 Annual Meeting, each to hold office for a term of one year from the date of the Annual Meeting or until the election and qualification of a successor. In the absence of contrary instruction, the Proxy Committee will vote the proxies for the election of the ten nominees. All director-nominees are presently members of the Board and were previously elected by our shareholders. All of the director-nominees, except for Andreas W. Mattes, our President and CEO, are independent as defined by the corporate governance standards of the NYSE.

If for any reason any director-nominee is not available for election when the election occurs, the Proxy Committee, at its option, may vote for substitute nominees recommended by the Board. Alternatively, the Board may reduce the number of director-nominees. The Board has no reason to believe that any director-nominee will be unavailable for election when the election occurs.

~~Recommendation of the Board~~

~~The board recommends a vote~~ ~~FOR~~ ~~the election of our twelve nominees as directors.~~

~~The Director-Nominees are:~~



~~Name, Term and Age~~			~~Position, Principal Occupation, Business Experience and~~ ~~Directorships Last Five Years, and Qualifications to Serve~~ Our Director Nominees
Patrick W. Allender Age: 69 Director since 2011 ~~Age — 67~~	Committees: Audit Committee (Chair) Finance Committee	Principal Occupation, Professional and Board Experience: Mr. Allender retired in February 2007~~: Retired~~ as Executive Vice President, Chief Financial Officer and Secretary for Danaher Corporation, Washington, D.C. ~~(diversified manufacturing);~~ ~~2005 -~~(a diversified manufacturing company). He currently is a director of Brady Corporation, Milwaukee, Wisconsin (an identification solutions company), where he has served since 2007~~: Executive Vice President, Chief Financial Officer~~ and ~~Secretary, Danaher Corporation.~~ ~~Currently~~where he serves as Chair of the Finance Committee and as a member of the Audit and Nominating Committees. Mr. Allender also is a director of Colfax Corporation, Fulton, Maryland ~~(diversified manufacturing)~~(a diversified manufacturing company), where he has served since 2008 and where he serves as Chair of the Governance Committee and as 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.~~ ~~Chair of our Audit Committee, and member of our Board Governance~~ Committee. Director Qualifications: Mr. Allender’s 18 years as ~~Chief Financial Officer~~chief financial officer of a large 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.

~~Roberto Artavia~~ ~~Director since 2013~~ ~~Age — 55~~		~~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, which promotes sustainable development in Latin America. Currently a director of Copa Holdings, S.A. (airline industry) since 2005 and 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. ~~Member of our Audit Committee.~~ ~~Mr. Artavia’s academic and philanthropic experience within the business sector is a tremendous asset to the Board, particularly in Latin America, a market where we continue to focus on growth.~~

16-16-



~~Name, Term and Age~~			~~Position, Principal Occupation, Business Experience and~~ ~~Directorships Last Five Years, and Qualifications to Serve~~ Our Director Nominees
~~Bruce L. Byrnes~~ ~~Director since 2010~~ ~~Age — 66~~		~~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 Boston Scientific Corp., Natick, Massachusetts (medical devices) since 2009, where he serves as a member of the Audit, and the Governance and Nominating Committees; 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 and Cincinnati Bell Inc. (telecommunications) from 2003 - 2013. ~~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 Age: 68 Director since 2005 ~~Age — 66~~	Committees: Compensation Committee (Chair) Board Governance Committee	~~1972 – Present~~Principal Occupation, Professional and Board Experience: Mr. Cox has served as President and Chief Executive Officer, Cox Financial Corporation, Cincinnati, Ohio ~~(financial~~(a financial planning and wealth management ~~services).~~services firm) since 1972. ~~Currently~~Mr. Cox currently is a director of Cincinnati Bell Inc., Cincinnati, Ohio ~~(telecommunications) since 1993,~~(a telecommunications company), where he has served as a director since 1993 and 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,~~Committees. He also serves as a director of Touchstone Investments, Cincinnati, Ohio ~~(engineered steel products) since 2004,~~(a mutual fund company), where he has served ~~as a 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 and where he has served as Chairman of the Board since 2008. Mr. Cox also is a director of The Timken Company, Canton, Ohio (an engineered steel products company), where he has served as a director and a member of the Audit Committee since 2004, and where he served as Chair of ~~our Compensation~~the Finance Committee ~~and member of our Investment Committee.~~ from 2004-2011. Director Qualifications: Mr. Cox’s 3943 years of experience as a president and ~~Chief Executive Officer~~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~~our Board with experience relevant to many key aspects of our business. Mr. Cox’s experience as a ~~Chief Executive Officer~~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~~serving on public company boards of directors provides the understanding necessary to serve on our ~~Investment~~Board Governance Committee.

Richard L. Crandall Age: 72 Director since 1996 ~~Age — 70~~	Committees: Technology Strategy and Innovation Committee (Chair) Board Governance Committee	~~2001 – Present~~Principal Occupation, Professional and Board Experience: Mr. Crandall is Managing Partner, Aspen Venture LLC, Aspen, Colorado ~~(venture~~(a venture capital and private ~~equity);~~ ~~2007 – Present~~:equity firm), in which role he has served since 2001, and he is Executive Chairman, Pelstar LLC, Chicago, Illinois ~~(medical~~(a medical equipment manufacturing and ~~sales);~~ ~~1995 – Present~~:sales company), in which role he has served since 2007. He is the Chairman of the Enterprise Software Roundtable, Aspen, Colorado ~~(CEO~~(a CEO roundtable for the software industry). ~~Currently~~, and has served in that capacity since 1995. Mr. Crandall currently is a director of R.R. Donnelley & Sons Company, Chicago, Illinois ~~(interactive~~(an interactive communications provider), where he has served since January 2012 and where he serves as a member of the Governance, Responsibility and Technology Committee. ~~Formerly~~Mr. Crandall formerly was a director of Novell, Inc. ~~(infrastructure software)~~(an infrastructure software company) from ~~2003 – 2011,~~2003-2011, where he served as Chairman of the Board from ~~2008 – 2011;~~2008-2011. He also formerly was a director of Claymore Dividend & Income Fund, Lisle, Illinois ~~(management~~(a management investment company) from ~~2004 – 2010;~~2004-2010 and of Platinum Energy Solutions, Houston, Texas ~~(energy services)~~(an energy services company) from ~~2012 - 2013.~~ ~~Member of our Compensation and Investment Committees.~~ 2012-2013. Director Qualifications: Mr. Crandall’s extensive experience as an entrepreneur, leader and ~~Board~~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 and governance experience to our Board. Further, during his 1719 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 Compensation and Investment Committees,~~ and his information technology experience provides perspective on cybersecurity, technology risks ~~facing us.~~and technology-related strategies.

17-17-



Our Director Nominees
~~Name, Term and Age~~		~~Position, Principal Occupation, Business Experience and~~ ~~Directorships Last Five Years, and Qualifications to Serve~~
Gale S. Fitzgerald Age: 65 Director since 1999 ~~Age — 63~~	Committees: Board Governance Committee (Chair) Audit Committee	Principal Occupation, Professional and Board Experience: Ms. Fitzgerald retired in December 2008~~: Retired~~ as President and Director for TranSpend, Inc., Bernardsville, New Jersey ~~(total~~(a total spend ~~optimization)~~optimization firm). ~~Currently~~She currently is a director of Health Net, Inc., Woodland Hills, California ~~(managed healthcare)~~(a managed healthcare company), where she has served since 2001 and where she serves as Chair of the Finance Committee and a member of the Audit ~~Committee; and~~Committee. She also is a director of Cross Country Healthcare, Inc., Boca Raton, Florida ~~(healthcare staffing)~~(a healthcare staffing company), where she has served since 2007 and 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.~~ Director Qualifications: Ms. Fitzgerald’s international experience as ~~a Chief Executive Officer~~chief executive officer in the information technology industry, ~~a Chief Executive Officer~~chief executive officer of a business unit of International Business Machines and the ~~President~~president and ~~Chief Executive Officer~~chief executive officer of two privately-held consulting companies brings a well-rounded and diverse perspective to our Board discussions and 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, Inc. also brings valuable experience with compensation and succession planning issues to our Compensation Committee, and her 21~~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 Audit Committees.

Gary G. Greenfield ~~Director-nominee~~ ~~Age — 59~~	Age: 61 Director since 2014 Committees: Finance Committee Technology Strategy and Innovation Committee	~~2013 - Present~~Principal Occupation, Professional and Board Experience: Mr. Greenfield serves as a Partner for Court Square Capital Partners, New York, New York ~~(private equity);~~ ~~2007 - 2013~~:(a private equity company) and has served in that role since 2013. He was Chairman, CEO and President, Avid Technology, Inc., Burlington Massachusetts ~~(digital~~(a digital media and ~~entertainment).~~entertainment company) from 2007-2013. ~~Currently~~Mr. Greenfield formerly was a director of Vocus, Inc., Beltsville, Maryland ~~(marketing~~(a marketing and public relations ~~software) since 2008,~~software company), where he ~~serves~~served as Chair of the Nominating and Governance ~~Committee.~~Committee from 2008-2014. Director Qualifications: Mr. ~~Greenfield's~~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~~our 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 ~~will further~~ strengthen the proficiency of our Board in this area.

-18-



Our Director Nominees

Andreas W. Mattes Age: 54 Director since 2013 ~~Age — 52~~President and Chief Executive Officer		~~2013 - Present~~Principal Occupation, Professional and Board Experience: Mr. Mattes is President and Chief Executive Officer, Diebold, ~~Incorporated;~~ ~~2011 - 2013~~:Incorporated and has served in those capacities since 2013. He was Senior Vice President, Global Strategic Partnerships, Violin Memory ~~(computer~~(a computer storage ~~systems);~~ ~~2008 - 2011~~:systems company) from 2011-2013, and he was Senior Vice President and General Manager of Enterprise Services for the Americas, Hewlett-Packard Co. ~~(computer technologies).~~(a computer technologies company) from 2008-2011. Director Qualifications: 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.

Robert S. Prather, Jr. Age: 71 Director since 2013 ~~Age — 69~~	Committees: Audit Committee Finance Committee	~~2012 - Present~~Principal Occupation, Professional and Board Experience: ~~Managing Director,~~ Mr. Prather serves as the President and CEO of Heartland Media, ~~(television broadcast);~~ ~~1992 – 2012~~:LLC (a television broadcast company), and has served in that position since 2013. From 1992-2013 he was President and Chief Operating Officer, Gray Television, Inc. ~~(television broadcast)~~(a television broadcast company). Mr. Prather currently serves as lead independent director of GAMCO Investors, Inc. ~~(asset~~(an asset management and financial ~~services)~~services company). Previously, Mr. Prather served as a director of ~~Bull Run Corporation (sports marketing and management), Draper Holdings Business Trust (television broadcasting trust), and~~ Ryman Hospitality Properties, Inc. ~~(real~~(a real estate investment trust). ~~Member of our Audit Committee.~~ Director Qualifications: Mr. Prather brings significant acumen to ~~the~~our Board as a result of his extensive, broad-based business background, and critical leadership and ~~Board~~board roles in diverse industries. Particularly, Mr. Prather’s long-term experience within the financial and investment services market brings valuable insight to ~~the~~our Board. In addition, his knowledge and familiarity with the specific needs of companies within regulated industries further 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 Age: 68 Director since 2012 ~~Age — 65~~Committees:	Compensation Committee Technology Strategy and Innovation Committee	~~1998 – Present~~Principal Occupation, Professional and Board Experience: Mr. Soin is Chairman of the Board and Chief Executive Officer, Soin, ~~International~~ LLC, ~~Beavercreek,~~West Carrollton, Ohio ~~(IT~~(an investment holding company) and ~~management consulting services);~~ ~~2002 - 2008~~:has held those positions since 1998. He served as Chairman of the Board and Chief Executive Officer, MTC Technologies, Inc. ~~(military~~(a military defense ~~systems).~~systems company) from 2002-2008. Director Qualifications: ~~Member of our Board Governance and 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.

-19-



Our Director Nominees
Henry ~~D.G.~~D. G. Wallace Age: 70 Director since 2003 ~~Age — 68~~Chairman of the Board	Committees: Board Governance Committee Compensation Committee	~~August 2013 – Present~~Principal Occupation, Professional and Board Experience: ~~Non-executive~~ Mr. Wallace is the non-executive Chairman of the Board, Diebold, ~~Incorporated;~~ ~~January 2013 –~~Incorporated, in which capacity he has served since August ~~2013~~:2013. He was the Executive Chairman of the Board, Diebold, ~~Incorporated;~~ ~~December 2001: Former Group Vice President and Chief Financial Officer, Ford Motor Company, Dearborn, Michigan (automotive).~~ ~~Currently~~Incorporated, from January 2013-August 2013. Mr. Wallace currently is a director of Lear Corporation, Southfield, Michigan ~~(automotive components) since 2005,~~(an automotive components company), where he has served as a director since 2005 and as non-executive Chairman of the Board since August ~~2010 and where he serves as a member of the Governance & Nominating, and Compensation Committees.~~2010. Mr. Wallace also served as director of Hayes Lemmerz International Inc. ~~(steel~~(a steel and aluminum ~~wheels)~~wheels company) from 2003 until February 2012; and served as a director of Ambac Financial Group, Inc., New York, New York ~~(financial~~(a financial guarantee insurance holding company) from 2004 until March 2013. ~~Chairman of the Board and member of our Board Governance and Compensation Committees.~~ Director Qualifications: 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~~Board and makes him exceptionally qualified to serve as our current ~~Executive~~non-Executive Chairman ~~of the Board~~ and on our ~~Investment Committee,~~Governance and Compensation Committees. In addition, with his background as ~~well as serving~~a chief financial officer and his prior service as Chair of our Audit Committee in ~~2012.~~2012, he brings another SEC-level financial expert perspective to our Board.

Alan J. Weber Age: 67 Director since 2005 ~~Age — 65~~	Committees: Finance Committee (Chair) Audit Committee	~~2007 - Present~~Principal Occupation, Professional and Board Experience: Mr. Weber is the Chief Executive Officer of Weber Group LLC, Greenwich, Connecticut ~~(investment advisory);~~ ~~2009 - Present~~:(an investment advisory firm). He was an Operating Partner, Arsenal Capital Partners, LLC, New York, New York ~~(private equity).~~ ~~Currently~~(a private equity firm) from 2009-2013. Mr. Weber currently is a director of Broadridge Financial Solutions, Inc., Lake Success, New York ~~(securities~~(an investor communications, securities processing, ~~clearing~~ and ~~outsourcing)~~outsourcing company), where he has served since 2007 and where he serves as a member of the Audit Committee, and as Chairman of the Compensation ~~Committee; and~~Committee. He also is a director of Sandridge Energy, Inc., Oklahoma City, Oklahoma ~~(energy~~(an energy exploration and ~~production)~~production company), where he has served since 2013 and where he serves as Chairman of the Nominating and Governance Committee. ~~Chair of our Investment Committee and member of our Audit Committee.~~ Director Qualifications: Mr. ~~Weber's~~Weber’s experience as a ~~Chief Executive Officer~~chief executive officer and ~~Chief Financial Officer~~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., ~~and~~an insurance services company, brings extensive financial expertise to both our Audit Committee and our ~~Investment~~Finance Committee.

-20-

~~Table of Contents~~

BENEFICIAL OWNERSHIP ~~OF SHARES~~

Beneficial Ownership of Shares

To our knowledge, no person beneficially owned more than five percent of our outstanding common shares as of December 31, ~~2013~~,2015, except for the shareholders listed below. The information provided below was derived from reports filed with the SEC by the beneficial owners on the dates indicated in the footnotes below.



Title of Class	Name of Beneficial Owner		Amount and Nature of Beneficial Ownership	Percent of Class
		~~Percent of~~ ~~Class~~
Common Shares	~~State Street Corporation~~ ~~One Lincoln Street~~ ~~Boston, Massachusetts 02111~~		~~7,106,415~~ ¹		~~11.05%~~
~~Common Shares~~	~~GGCP,~~GAMCO Investors, Inc., et al. One Corporate Center Rye, New York 10580		~~6,317,124~~ 5,784,134²¹			~~9.83%~~8.88%
Common Shares	~~Michael W. Cook Asset Management, Inc.~~ ~~d/b/a SouthernSun Asset Management~~ ~~6070 Poplar Avenue, Suite 300~~ ~~Memphis, Tennessee 38119~~		~~4,438,295~~ ³		~~6.90%~~
~~Common Shares~~	BlackRock, Inc. 4055 East 52nd Street New York, New York 10022		~~4,108,672~~ 5,504,254⁴²			~~6.39%~~8.5%
Common Shares	The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355		~~3,422,187~~ 4,805,117⁵³			~~5.32%~~7.39%
Common Shares	~~Wells Fargo & Company~~Capital World Investors ~~420 Montgomery~~333 South Hope Street ~~San Francisco,~~Los Angeles, California ~~94104~~90071		~~3,319,520~~ 4,222,000⁶⁴			~~5.16%~~6.5%



¹	Information regarding share ownership was obtained from the Schedule 13D/A filed jointly by GAMCO Investor’s Inc., et al, on March 3, 2016. The ~~Schedule 13G filed with the SEC on February 3, 2014 indicates~~entities of GAMCO Investor’s Inc., et al., that hold our common shares reported their beneficial ownership as ~~of December 31, 2013, State Street Corporation, a holding company, had shared~~follows: (i) Gabelli Funds, LLC has sole voting and dispositive power ~~with respect to 7,106,415~~over 1,856,000 of our common shares; (ii) GAMCO Asset Management, Inc. has sole voting power over 3,618,734 of our common shares ~~through its direct or indirect subsidiaries.~~and sole dispositive power over 3,821,534 of our common shares; (iii) MJG Associates, Inc. has sole dispositive and voting power over 6,000 of our common shares; (iv) Gabelli Foundation, Inc. has sole voting and dispositive power over 3,000 of our common shares; (v) MJG-IV Limited Partnership has sole voting and dispositive power over 5,000 of our common shares; (vi) GGCP, Inc. has sole voting and dispositive power over 23,000 of our common shares; and (vii) Mario J. Gabelli has sole voting and dispositive power over 69,600 of our common shares.

~~The~~Information regarding share ownership was obtained from the Schedule ~~13D/~~13G/A filed ~~with the SEC~~ on January ~~16, 2014 indicates that, as of January 14, 2014: (A) Gabelli Funds, LLC had sole voting and dispositive power with respect to 1,708,900 common shares; (B) GAMCO Asset Management~~26, 2016 by BlackRock, Inc. ~~had~~("BlackRock"). BlackRock has sole voting power ~~with respect to 4,248,641~~over 5,360,909 of our common shares, and sole dispositive power with respect to 4,467,741 common shares; (C) MJG Associates, Inc. had sole voting and dispositive power with respect to 8,000 common shares; (D) MJG - IV Limited Partnership had sole voting and dispositive power with respect to 5,000 common shares; (E) Gabelli Foundation, Inc. had sole voting and dispositive power with respect to 5,000 common shares; (F) GGCP, Inc. had sole voting and dispositive power with respect to 35,000 common shares; (G) Mario J. Gabelli had sole voting and dispositive power with respect to 86,403 common shares; (H) GAMCO Investors, Inc. had sole voting and dispositive power with respect to 80 common shares; and (I) Gambelli Securities, Inc. had sole voting and dispositive powerover 5,504,254 of ~~1,000~~our common shares. ~~Mario Gabelli~~BlackRock is ~~deemed to have beneficial ownership~~the parent company of the ~~securities owned~~following subsidiaries that beneficially ~~by each~~own our common shares: BlackRock Advisors, LLC; BlackRock Asset Management Canada Limited; BlackRock Asset Management Ireland Limited; BlackRock Asset Management Schweiz AG; BlackRock Financial Management, Inc.; BlackRock Fund Advisors; BlackRock Institutional Trust Company, N.A.; BlackRock Investment Management (Australia) Limited; BlackRock Investment Management (UK) Ltd; BlackRock Investment Management, LLC; BlackRock Life Limited. No one BlackRock subsidiary’s interest in our common shares is more than 5% of the foregoing persons. GAMCO Investors, Inc., and GGCP, Inc. are deemed to have beneficial ownership of the securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Gabelli Foundation, Inc.our common shares outstanding.

Information regarding share ownership was obtained from the Schedule 13G/A filed February 11, 2016 by The ~~Schedule 13G filed with the SEC on February 14, 2014 indicates that, as of December 31, 2012, Michael W. Cook Asset Management, Inc. had~~Vanguard Group ("Vanguard"). Vanguard has sole voting power over ~~4,168,330~~142,351 of our common shares, ~~and~~ sole dispositive power over ~~4,438,295~~4,663,266 of our common shares, and shared dispositive power over 141,851 of our common shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 138,651 of our common shares, or .21% of our common shares outstanding, as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 6,900 of our common shares as a result of its serving as investment manager of Australian investment offerings.


⁴	~~The~~Information regarding share ownership was obtained from the Schedule ~~13G/A~~13G filed with the SEC on January 28, 2014 indicates that, as of December 31, 2013, BlackRock, Inc. had sole voting power with respect to 3,806,812 common shares and sole dispositive power with respect to 4,108,672 common shares.

⁵

~~The Schedule 13G/A filed with the SEC~~ on February 12, ~~2014 indicates that, as~~2016 by Capital World Investors ("Capital World"). Capital World is a division of ~~December 31, 2013, The Vanguard Group had sole voting power over 40,333~~Capital Research and Management Company ("CRMC"), and is deemed to be the beneficial owner of 4,222,000 of our common shares ~~sole dispositive power over 3,386,954 common shares, and shared dispositive power over 35,233 common shares.~~

⁶

~~The Schedule 13G filed with~~as a result of CRMC acting as investment adviser to various investment companies registered under Section 8 of the ~~SEC on January 27, 2014 indicates that, as~~Investment Company Act of ~~December 31, 2013, Wells Fargo & Company on its own behalf and on behalf of its subsidiaries had~~1940. Capital World has sole voting and dispositive power over ~~one~~4,222,000 of our common ~~share, shared voting power over 2,924,917~~shares. Capital World holds more than 5% of our outstanding common shares ~~and shared dispositive power over 3,305,945 common shares.~~as of December 31, 2015 on behalf of The Income Fund of America.

-21-

~~SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT~~Security Ownership of Directors and Management

The following table shows the beneficial ownership of Diebold’s common shares, including those shares that individuals have a right to acquire (for example, through exercise of options under the ~~1991~~ Plan) within the meaning of Rule 13d-3(d)(1) under the Exchange Act, by (1) each director-nominee, (2) ~~(a)~~each of our CEO, (b) our Vice President, Global Finance (who has performed principal financial officer functions since November 6, 2013), (c) our former CEO, (d) our former CFO, (e) our three other most highly compensatednamed executive officers serving as of December 31, 2013, (f) two other individuals who would have been deemed a Named Executive Officer had they remained in their roles as of December 31, 2013, all of whom we refer to collectively as the “Named Executive Officers,” and (3) all director-nominees ~~Named Executive Officers~~ and ~~other~~ executive officers as a group as of February ~~28, 2014~~.26, 2016.

Ownership is also reported as of February ~~28, 2014~~26, 2016 for shares in the 401(k) Savings Plan over which the individual has voting power, together with shares held in our Employee Stock Purchase Plan.

~~Table of Contents~~

Director-Nominees:
Common Shares
Beneficially
Owned

Stock Options
Exercisable
Within 60 Days

Deferred
Shares¹

Percent of
Class
Patrick W. Allender - - 10,150 *
Roberto Artavia - - 4,200 *
Bruce L. Byrnes - - 12,950 *
Phillip R. Cox - 9,000 20,550 *
Richard L. Crandall 6,089 13,500 20,900 *
Gary G. Greenfield - - - *
Gale S. Fitzgerald 6,089 13,500 20,150 *
Robert S. Prather, Jr. - - 4,200 *
Rajesh K. Soin 3,000 - 7,450 *
Henry D. G. Wallace 3,000 13,500 22,250 *
Alan J. Weber 1,500 9,000 20,150 *
Named Executive Officers:
Andreas W. Mattes²
President and Chief Executive Officer
27,987 - - *
Christopher A. Chapman³
Vice President, Global Finance

17,085 ¹⁰
18,188 - *
George S. Mayes, Jr.⁴
Executive Vice President, Chief Operating Officer

54,685 ¹⁰
73,895 - *
Lance (Tony) Byerly
Executive Vice President, Electronic Security
8,859 9,873 - *
Dennis D. Deering⁵
Former Vice President, Global Services and Operations

5,505 ¹⁰
14,850 - *
Thomas W. Swidarski⁶
Former President and Chief Executive Officer
- 196,900 - *
Bradley C. Richardson⁷
Former Executive Vice President and Chief Financial Officer

12,471 - - *
M. Scott Hunter⁸
Former Vice President, Treasurer and Chief Tax Officer

5,311 ¹⁰
- - *
Miguel A. Mateo⁹
Former Vice President, Latin America Division
29,006 42,575 - *
All Current Directors, Director-Nominees, Named Executive Officers and Current Executive Officers as a Group (20) 206,231 514,045 142,950 1.12%



Director-Nominees:	Common Shares Beneficially Owned¹	Stock Options Exercisable Within 60 Days	Percent of Class
Patrick W. Allender	3,162	—	*
Phillip R. Cox	3,534	4,500	*
Richard L. Crandall	12,785	4,500	*
Gale S. Fitzgerald	9,251	4,500	*
Gary G. Greenfield	6,696	—	*
Robert S. Prather, Jr.	3,162	—	*
Rajesh K. Soin	9,696	—	*
Henry D. G. Wallace	3,662	4,500	*
Alan J. Weber	8,196	4,500	*
Named Executive Officers:
Andreas W. Mattes President and Chief Executive Officer	137,820	234,577	*
Christopher A. Chapman Senior Vice President and Chief Financial Officer	31,503²	48,298	*
Jonathan B. Leiken Senior Vice President, Chief Legal Officer and Secretary	17,133	7,132	*
Stefan E. Merz Senior Vice President, Strategic Projects	24,507	16,519	*
Sheila M. Rutt Vice President, Chief Human Resources Officer	45,252²	60,996	*
George S. Mayes, Jr. Former Executive Vice President and Chief Operating Officer	32,219	246,087	*
All Current Directors, Director-Nominees, and Current Executive Officers as a Group (15)	341,796	428,149	1.18%



*	Less than 1%.


¹	~~The~~Director amounts do not include shares deferred ~~shares awarded to~~by directors under the ~~director-nominees, as discussed above under “~~Deferred Compensation ~~of Directors,” are not included in the shares reported in the “Common Shares Beneficially Owned” column, nor are they included in the “Percent of Class” column.~~ Plan No. 2 for Directors.


²	~~Mr. Mattes was appointed President and CEO effective as of June 6, 2013, and began serving as Principal Executive Officer as of August 15, 2013.~~


³	~~Mr. Chapman assumed the interim Principal Financial Officer functions effective as of November 6, 2013.~~


⁴	~~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.~~


5	~~Effective as of December 31, 2013, Mr. Deering elected to retire under our Voluntary Early Retirement Program. For further explanation and discussion, see “Retirement” under “Compensation Discussion and Analysis” below.~~


⁶	~~Mr. Swidarski stepped down as our President and Chief Executive Officer effective as of January 19, 2013.~~


⁷	~~Mr. Richardson stepped down as our Executive Vice President and Chief Financial Officer effective as of November 5, 2013.~~


⁸	~~Mr. Hunter stepped down as our Vice President, Treasurer and Chief Tax officer effective as of November 8, 2013. For further explanation and discussion, see “Separation Agreements” under “Compensation Discussion and Analysis” below.~~


⁹	~~Effective as of November 30, 2013, Mr. Mateo elected to retire under our Voluntary Early Retirement Program. For further explanation and discussion, see “Retirement” under “Compensation Discussion and Analysis” below.~~


¹⁰	Includes shares held in ~~his~~his/her name under the 401(k) Savings Plan over which hehe/she has voting power.

~~Table of Contents~~

~~SECTION~~Section 16(a) ~~BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our common shares, to file with the SEC reports of ownership of our securities on Form 3 and changes in reported ownership on Form 4 or Form 5, as applicable. Such directors, executive officers and greater than 10% shareholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of the reports furnished to us, or written representations from reporting persons that all other reportable transactions were reported, we believe that during the year ended December 31, ~~2013~~,2015, our directors, executive officers and greater than 10% shareholders timely filed all ~~other~~ reports they were required to file under Section 16(a).

-22-

EXECUTIVE COMPENSATION MATTERS

~~COMPENSATION COMMITTEE REPORT~~Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the following “"Compensation Discussion and ~~Analysis~~Analysis"” section of this proxy statement. Based on our review and discussions, we recommend to the Board that the “"Compensation Discussion and ~~Analysis~~Analysis"” be included in (or incorporated by reference as applicable) our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2015 and this proxy statement.

The foregoing report was submitted by the Compensation Committee of the Board and shall not be deemed to be ~~“soliciting material”~~"soliciting material" or to be ~~“filed”~~"filed" with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act.

~~The Compensation Committee:~~



	The Compensation Committee:

		Phillip R. Cox, Chair ~~Richard L. Crandall~~ ~~Gale S. Fitzgerald~~ Rajesh K. Soin Henry D. G. Wallace

~~COMPENSATION DISCUSSION AND ANALYSIS~~Compensation Discussion and Analysis

Our Compensation Committee, ~~(Committee)~~or the Committee, has oversight responsibility for the development and administration of our executive compensation policies and programs. This “"Compensation Discussion and ~~Analysis~~Analysis"” describes the material components of our executive pay program for our Named Executive Officers, ~~(NEOs) as~~or the NEOs, identified below, ~~under “2013 Company Highlights~~,” and explains how and why the Committee arrived at specific compensation policies and decisions for our NEOs in ~~2013.~~2015.

Our executive compensation structure consists of three primary components: base salary, annual incentives, and long-term incentives. Within the long-term incentive component, we utilize a mix of programs. Our structure is as follows:



Name	Title
Andreas (Andy) W. Mattes	President and Chief Executive Officer
Christopher A. Chapman	Senior Vice President and Chief Financial Officer
Jonathan B. Leiken	Senior Vice President, Chief Legal Officer & Secretary
Stefan E. Merz	Senior Vice President, Strategic Projects
Sheila M. Rutt	Vice President, Chief Human Resources Officer
George S. Mayes, Jr.¹	Executive Vice President and Chief Operating Officer

¹Mr. Mayes’ position was eliminated on July 24, 2015.

-23-

~~Table of Contents~~

To assist shareholders in finding important information, this ""Compensation Discussion and Analysis" is organized as follows:



	Page
Executive Summary	2325
~~2013~~2015 Company Highlights	2325
~~2013~~2015 Say-on-Pay Vote and Shareholder Engagement	2425
~~Corporate Governance Policies~~Executive Compensation Best Practices	2526
Our Compensation Strategy	2627
~~2013~~2015 NEO Compensation Highlights - Target Compensation Structure	2729
~~2013~~2015 NEO Compensation Highlights - Actual Earned Incentive Compensation	2831
Compensation Decision Process	2831
Role of the Compensation Committee	2831
Role of the Independent Compensation Consultant	2832
Role of Management	2932
Role of Peer Companies and Competitive Market Data	2932
Timing of Compensation Decisions	3033
Determination of CEO Compensation	3034
~~2013~~2015 Compensation Elements	3034
Base Salary	3034
Annual Cash Bonus Plan	3134
~~Long-Term Incentives~~Target Opportunities	34
~~CEO Compensation for 2013~~Financial Performance Metrics	35
~~Compensation Decisions for 2014~~Key Initiative Performance Metrics	3536
2015 Actual Bonuses Earned	37
Long-Term Incentives—2015 Regular Annual Grants	37
Long-Term Incentives—Special Performance-Based Transformation Grant	38
Long-Term Incentives—Mr. Mattes’ Performance-Based Deferred Share Grant	39
Long-Term Incentives—Mr. Mayes’ RSU Grant	39
Long-Term Incentives—Performance Share Grant for 2013-2015 Performance Period	40
Benefits and Perquisites	3640
Deferred Compensation	3640
Retirement	3640
Perquisites	3641
Change-in-Control Protection	3741
Severance Protection	37
~~Employment and Separation Agreements~~	3842
Employment Agreements	38
~~Separation Agreements~~	3943
Other Compensation Policies	4043
Clawback Policy	4043
Insider Trading Policy	4043
Company-Imposed Black-Out Periods	4044
Stock Ownership Guidelines	4044
Limitations on Deductibility of Compensation	4144

-24-

Executive Summary

~~2013~~2015 Company Highlights

~~Leadership changes~~: In ~~2013,~~2015, we ~~experienced a leadership change that positions us~~continued to ~~deliver long-term value through a transformational business strategy. Mr. Mattes was hired as~~execute our ~~new President and Chief Executive Officer on June 6, 2013 to develop and implement that strategy.~~

Mr. Mattes replaced Mr. Swidarski, who served as our President and Chief Executive Officer through January 19, 2013. Prior to Mr. Mattes’ hiring, Mr. Wallace served as our interim principal executive officermulti-year transformation, Diebold 2.0. During the second half of the year, we moved from the ~~date~~"Crawl" phase into the "Walk" phase where we will focus on increasing the mix of ~~Mr. Swidarski’s departure through August 15, 2013, when Mr. Mattes assumed that role. Also,~~revenue from services and software and shaping our ~~Executive Vice President~~portfolio. This past year we made several strategic decisions to reshape our portfolio, including the divestiture of our North America electronic security business and ~~Chief Financial Officer, Mr. Richardson, resigned from~~ the ~~Company on November 5, 2013. Mr. Chapman began serving as~~successful acquisition and integration of Phoenix Interactive Design. These achievements are consistent with our ~~principal financial officer on November 6, 2013. Messrs. Mateo and Deering retired on November 29, 2013 and December 31, 2013, respectively, under our Voluntary Early Retirement Program.~~

~~For purposes~~strategy of ~~this “Compensation Discussion and Analysis,” in accordance with SEC rules, our NEOs are:~~

~~Andreas (Andy) W. Mattes: President and Chief Executive Officer;~~

~~Christopher A. Chapman: Vice President, Global Finance;~~

~~Table of Contents~~

~~George S. Mayes, Jr.: Executive Vice President and Chief Operating Officer (formerly our Executive Vice President, Global Supply Chain);~~

~~Lance (Tony) Byerly: Executive Vice President, Electronic Security;~~

~~Dennis Deering: Former Vice President, Global Services and Operations;~~

~~Henry D. G. Wallace: Non-Executive Chairman of the Board (appointed Executive Chairman effective January 19, 2013, but resumed non-Executive Chairman of the Board role as of August 15, 2013);~~

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

~~Bradley C. Richardson: Former Executive Vice President and Chief Financial Officer;~~

~~M. Scott Hunter: Former Vice President, Treasurer and Chief Tax Officer (stepped down as of November 8, 2013); and~~

~~Miguel A. Mateo: Former Vice President, Latin America Division.~~

~~Transformation strategy: We recently unveiled our multi-year turnaround strategy, Diebold 2.0, at the Investment Community Conference in November of 2013. The objective is to transform the company~~transforming into a world-class, services-led, and software enabled provider of secure, convenient and efficient solutions for our customers. The turnaround strategy will follow a “Crawl, Walk, Run” approach that requires the core business operations to be stabilized in the “Crawl” phase while building the foundation for future growth in the “Walk” and “Run” phases. Four core pillars provide a clear path toward reaching this multi-year objective:software-enabled company, supported by innovative hardware.

~~Reduce~~In the governance and compensation area, we eliminated all excise tax gross-ups in our ~~cost~~historical change-in-control agreements, renegotiated the employment contract with our Chief Executive Officer and continued to examine and adjust our compensation structure and ~~improve~~incentives to appropriately align our ~~near-term delivery and execution;~~

~~Generate increased free~~ ~~cash~~ flow in order to fund the investments necessary to drive profitable growth, while preserving the ability to return value to shareholders in the form of reliable dividends and, as appropriate, share repurchases;

~~Attract and retain the~~ ~~talent~~ ~~necessary to drive innovation and the focused execution of the transformation strategy; and~~

~~Return to a sustainable, profitable~~ ~~growth~~ ~~trajectory.~~

~~We see opportunities to leverage our capabilities in services, software and innovation to meet the needs~~shareholders’ interests with those of our ~~rapidly evolving markets.~~directors and officers. We ~~have sharpened our focus on executing our core strategies in financial self-service (FSS)~~also attracted new talent from top technology and electronic security. This includes making the appropriate investments to deliver growth within these areas. In addition, we remain committed to a disciplined risk assessment process, focused on proactively identifying and mitigating potential risks to our continued success.services companies.

~~2013~~2015 Say-on-Pay Vote and Shareholder Engagement

At ~~the 2013~~our 2015 Annual Meeting of Shareholders, the advisory vote to approve the executive compensation program for our NEOs received strong support ~~(97.3%~~(97.0% of votes ~~cast on that issue)~~cast). Management and the Committee considered this strong support of the current pay structure by our shareholders in their compensation program discussions throughout ~~2013.~~2015.

Based on our say-on-pay results, the Committee expects to continue to apply the same principles in determining future executive compensation policies and programs. The Committee is dedicated to continuous improvement to the executive pay program, consistent with its overall compensation strategy, and will continue to review and evaluate market trends and best practices in designing and implementing elements toof our compensation program.

We view an on-going, constructive dialogue with our shareholders as critically important to ensuring that we remain aligned with their interests. Engagement with our shareholders helps us better understand how they view the company, set expectations for performance, and identify issues that may affect our strategies, corporate governance and other aspects of our operations.

In terms of shareholder engagement, we connected with fund managers who held more than 65% of Diebold’s actively-managed shares during 2015. Our investor outreach activities include non-deal road shows, analyst meetings, investor conference presentations, phone calls and on-site investor meetings at our headquarters in North Canton, Ohio. We also communicate with shareholders and other stakeholders through our annual reports and SEC filings, proxy statements, press releases, news media and our Diebold.com website. We hold conference calls for our quarterly earnings releases and other major corporate events which are open to all investors. These calls are available live and also archived on our website.

-25-

~~Table of Contents~~

~~Corporate Governance Policies~~

Executive Compensation Best Practices

We ~~strive to~~ maintain ~~best practice~~"best practice" executive compensation governance ~~standards, including the oversight~~standards. Some of our ~~executive compensation programs and policies. The~~ following guidelines and policies ~~were in effect during 2013, some of which~~ are described in more detail below under ""Other Compensation Policies"or elsewhere in this ""Compensation Discussion and Analysis":

~~Recoupment (or clawback) policy~~: In addition to our stand-alone clawback policy regarding recovery of excessive performance-based incentive compensation in certain circumstances, our equity grants also include general provisions that allow us to cancel or “claw back” shares received pursuant to awards or stock option exercises.

~~Insider trading policy: Our employees, officers and directors are prohibited from trading in Diebold securities, and in derivative securities, when he or she is aware of material, non-public information about the company.~~

~~Blackout periods:~~ In addition to the insider trading policy, executives are prohibited from trading our stock within the period that begins two weeks prior to the end of each quarter through the first business day following our next quarterly earnings release.

~~Anti-hedging policy:~~ Our employees, officers and directors are prohibited from entering into speculative transactions in company securities including hedging or monetization transactions, in which the stockholder continues to own the underlying security without all the risks or rewards of ownership. In addition, employees may not purchase company securities on margin, or borrow against any account in which company securities are held (except for employee loans from the Company’s 401(k) Savings Plan accounts).

~~Stock ownership guidelines:~~ Five times salary for CEO; three times salary for CEO direct reports; and one and a half times salary for performance share plan participants. The Committee regularly tracks progress towards achievement.

~~Tally sheets:~~ The Committee annually reviews tally sheets in order to analyze our NEO total compensation opportunities based on historical grant practices, and to review the potential compensation under various termination scenarios.

~~Performance goal disclosure:~~ ~~We disclose our 2013 incentive plan performance goals and achievement levels.~~

~~Incentive payment thresholds and maximums:~~ ~~As discussed below in “2013 Compensation Elements~~,” both the annual cash bonus plan and the performance share program have threshold performance requirements which must be achieved in order to receive a payment. Maximum payments are capped. Further, performance share payments are capped at target in periods of negative total shareholder return (TSR), even if an above-target award is earned (TSR is a measure of the total return to our shareholders over time, combining our share price appreciation and dividends paid).

~~Limited executive perquisites and other benefits: As discussed below in “Benefits and Perquisites,” these items are limited and do not include income tax gross-ups. In addition, the company eliminated the company car program for executives in March 2013.~~

~~Change-in-control benefits: As discussed below in “Change-in-Control Protection,~~” these benefits provide for management continuity and alignment of executive and shareholder interests in the event of a change-in-control of the company. They are not excessive in that existing coverage for Diebold executives does not provide (1) severance multiples in excess of three times salary and target bonus, (2) single trigger cash payments, and/or (3) modified single trigger provisions. As of 2013, future change-in-control provisions will not include excise tax gross-ups.

~~Independent compensation consultant:~~ ~~Aon Hewitt is retained directly by the Committee, advises on all executive officer pay decisions, keeps the Committee apprised of trends/best practices, and performs no other services.~~

~~Compensation risk assessment:~~ ~~As discussed above in “Compensation Committee Risk Oversight~~,” the Committee conducts an annual risk assessment of the company’s compensation policies and practices to ensure that our programs are not reasonably likely to have a material adverse effect on the company.



What We Do		What We Don’t Do/Don’t Allow
	Set stock ownership guidelines for executives and directors.	x	No hedging or pledging of our stock by executives or directors.
	Review tally sheets for executives.	x	No dividends paid on unearned performance-based shares.
	Disclose performance goals for incentive payments.	x	No change-in-control severance multiple in excess of two times salary and target cash bonus.
	Set maximum payout caps on our annual and long-term incentives.	x	No excise tax gross-ups upon a change in control.
	Pay for performance with 84% of our Chief Executive Officer’s total pay opportunity being performance-based "at risk" target compensation.	x	No re-pricing or cash buyout of underwater stock options.
	Cap performance share payments if three-year shareholder return is negative, regardless of our ranking.	x	No enhanced retirement formulas.
	Limit perquisites and other benefits, and do not include income tax gross-ups (except for relocation expenses).	x	No market timing with granting of equity awards.
	Through the Committee’s independent consultant, engage in an ongoing assessment of our compensation practices against the market, our competition, and other applicable metrics.
	Incorporate general cash severance and change-in-control provisions that are consistent with market practice, including double-trigger requirements for change-in-control protection.
	Perform an annual compensation risk assessment.
	Hire an independent consultant reporting directly to the Committee.
	Enforce strict insider trading policies, incentive plan clawback policies, and black-out periods for executives and directors.

-26-

~~Table of Contents~~

Our Compensation Strategy

Our executive pay program is specifically designed to:


▪	~~Focus on performance metrics that align executives and management with the creation of long-term shareholder value through performance-based compensation, including the direct utilization of TSR;~~


▪	~~Utilize metrics that are balanced and support the four pillar strategy of Cost, Cash, Growth and Talent;~~


▪	Encourage decision-making in alignment with our business strategies, with goal-setting based on a philosophy of continuous improvement, commitment to becoming a “top tier” performer and supporting our longer-term business strategy;


▪	~~Reflect industry standards, offer globally competitive program design and pay opportunities, and balance our need for talent with our need to maintain reasonable compensation costs; and~~


▪	~~Attract, motivate, and retain executive talent willing to commit to building long-term shareholder value.~~

Focus on performance metrics that align executives with the creation of long-term shareholder value through performance-based compensation, including the direct utilization of total shareholder return, or TSR;

Utilize metrics that are balanced and support our four pillar strategy of Cost, Cash, Growth and Talent related to Diebold 2.0;

Encourage decision-making in alignment with our business strategies, with goal-setting based on a philosophy of continuous improvement, commitment to becoming a "top tier" performer and supporting our longer-term business transformation strategy;

Reflect industry standards, offer globally competitive program design and pay opportunities, and balance our need for talent with our need to maintain reasonable compensation costs; and

Attract, motivate, and retain executive talent willing to commit to building long-term shareholder value.

Our 2015 executive compensation structure consists of three primary components: base salary, annual cash bonus, and long-term equity incentives. Within the long-term incentive ("LTI") component, we utilize a mix of programs, as shown below. Our target compensation structure for senior leadership is as follows:

As provided in more detail below, we generally target total compensation opportunity at or near the size-adjusted 50th percentile of our compensation peer group (for more detail on our peer group, see "Role of Peer Companies and Competitive Market Data" below). The NEOs may be above or below the 50th percentile based on their experience, performance, potential, and impact on shareholder value. Our compensation structure will continue to evolve in support of our ~~new~~ strategic business ~~transformation.~~ transformation under Diebold 2.0.

-27-

The following table summarizes key elements of our ~~2013~~2015 executive compensation program:¹



Element	Primary Propose	Key Characteristics
Base Salary	To compensate the executive fairly and competitively for the responsibility level of the position.	Fixed ~~compensation to pay the executive fairly for the responsibility level of the position.~~compensation.
Annual Cash Bonus	To motivate and reward organizational and individual achievement of annual strategic financial and individual objectives. Our plan ~~will~~is intended to appropriately motivate the behaviors and performance results needed to accomplish our strategic ~~transformation.~~transformation related to Diebold 2.0.	Variable compensation component. The ~~2013~~2015 primary performance components are: Corporate Goals (80%) ž Corporate non-GAAP ~~earnings per share (EPS)~~¹Operating Profit ž ~~Adjusted free cash flow (FCF)~~²Corporate Free Cash Flow ž ~~Division operating profit~~Region non-GAAP Operating Profit (if applicable) ž ~~Other division working capital metrics~~Individual Goals (20%) ž Key ~~initiatives~~Initiatives Performance Gate: A minimum level of corporate non-GAAP Operating Profit performance is required to earn any bonus.
Long-Term Equity Incentives	To align ~~executives with shareholder~~executives’ and shareholders’ interests, to reinforce long-term value creation, and to provide a balanced portfolio of long-term incentive opportunity.	Variable compensation component. Reviewed and granted annually.
~~Performance~~Performance-Based Shares - Annual LTI Grants	To motivate the appropriate behaviors to provide superior TSR and strong operational performance over the long term.	Combination of 50% three-year TSR relative to ~~peers and the~~ S&P 400 ~~mid-cap companies.~~Mid-Cap Index companies, and 50% three-year cumulative adjusted EBITDA.
Performance-Based Shares - Special Transformation Grant	To support our multi-year strategic transformation related to Diebold 2.0 and to retain key executives.	Non-GAAP Earnings Per Share (EPS) performance in 2014 and 2015. Free Cash Flow performance in 2016.
Stock Options	To motivate the appropriate behaviors to increase shareholder value above the exercise price.	Stock price growth above the exercise price. Subject to ratable vesting over a three-year period.
Restricted Stock Units (RSUs)	To motivate the appropriate behaviors to increase shareholder value and promote a base-level of executive retention.	Stock price growth. Subject to three-year cliff vesting.
Health/Welfare Plan and Retirement Benefits	To provide competitive benefits promoting employee health and productivity and support financial security.	Fixed compensation component.
Limited Perquisites and Other Benefits	To provide limited business‑related benefits, where appropriate.	Fixed compensation component.
Change-in-Control Protection	To retain executives and provide management continuity in event of actual or threatened change-in-control and to bridge future employment if terminated following a change-in-control of the ~~company.~~Company.	Fixed compensation component; only paid in the event the executive’s employment is terminated following a change-in-control of the ~~company.~~Company.
Severance Protection	To bridge future employment if terminated other than ~~“for~~"for cause.”"	Fixed compensation component; only paid in the event the executive’s employment is terminated other than ~~“for~~"for cause.”"

¹~~Non-GAAP EPS is net income per share, excluding restructuring charges, non-routine income and expenses, and impairment charges.~~

² ~~FCF is net cash generated from our operating activities and available for execution of our business strategy, excluding capital expenditures.~~



¹	• Non-GAAP operating profit or OP (OP is generally the GAAP operating profit of the Company, adjusted to exclude restructuring charges, non-routine income and expenses, and impairment charges).

	• Free cash flow, or FCF (FCF is net cash generated from our operating activities, excluding capital expenditures); and

	• Non-GAAP earnings per share, or EPS (non-GAAP EPS is net income per share, excluding restructuring charges, non-routine income and expenses, and impairment charges).

26-28-

~~Table of Contents~~

~~2013~~2015 NEO Compensation Highlights - Target Compensation Structure

The Committee approved the following ~~key~~annual total compensation ~~items~~structure for 2015. Each element is discussed in ~~2013, each discussed further~~detail in “"~~2013~~2015 Compensation Elements~~” below:~~." The mix of pay elements is consistent with similar roles at our peer companies.



Pay Component	Summary
~~Base Salary~~Total Compensation	Ÿ ~~At the February 2013 meeting, the Committee approved NEO base salary increases ranging from 0% to 5.0%, except for~~• Mr. ~~Mayes and Mr. Deering.~~ Ÿ ~~Mr. Mayes: Received a 38.6% increase to reflect his promotion to Executive Vice President and Chief Operating Officer, effective January 28, 2013.~~ Ÿ ~~Mr. Deering: Received a 20.8% increase to reflect a market adjustment for his role, also effective January 28, 2013.~~ Ÿ ~~Mr. Chapman:~~ ~~received a subsequent 6.0% increase to reflect his increased responsibilities as interim principal financial officer, effective November 4, 2013.~~
~~Target Annual Cash Bonus~~	Ÿ ~~NEO target bonuses did not change, except for Mr. Mayes.~~ Ÿ ~~Mr. Mayes: Target bonus increased from 75% to 80% of salary to reflect his promotion to Executive Vice President and Chief Operating Officer, effective January 28, 2013.~~
~~Long-Term Incentives (LTI)~~	Ÿ ~~2013 LTI value mix: 50% performance shares; 30% stock options; and 20% RSUs.~~ Ÿ Stock option vesting was changed from four-year ratable to three-year ratable to align with the three-year performance period in our performance share grants and the three-year "cliff" vesting in our RSU grants. Ÿ ~~At the February 2013 meeting, the Committee reviewed competitive market data to determine 50~~^th ~~percentile grant levels. Modest adjustments were made to LTI grant levels to maintain a competitive standing for total compensation opportunity.~~ Ÿ ~~Mr. Mayes: 2013 equity grant value increased from approximately 1.5x salary to approximately 2.3x salary to reflect his promotion to Executive Vice President and Chief Operating Officer (based~~Mattes: Based on a review of Mr. Mattes’ individual performance since his hiring in June 2013 and competitive market data, ~~for similar roles at peer companies).~~ Ÿ ~~Mr. Chapman: received a grant of 2,000 RSUs with three-year cliff vesting to reflect his role as principal financial officer, effective November 4, 2013.~~
~~New CEO - 2013 Compensation Structure~~	the Committee set Mr. Mattes’ ~~compensation package was developed based on a review of competitive market data and an understanding of his compensation opportunity at his previous employer.~~ Ÿ ~~Annual base salary: $775,000~~ Ÿ ~~Annual target bonus: 120% of base salary~~ Ÿ ~~Annual target LTI value: 350% of base salary~~ Ÿ Minimum bonus in 2013 only: To make Mr. Mattes “whole” for foregone compensation opportunity at his previous employer, he will be paid a minimum of full target bonus (on a prorated basis, according to an effective hiring date of June 6, 2013). Ÿ Inducement equity grant: Also, as a means to make Mr. Mattes “whole” for foregone compensation opportunities at his previous employer, he received $500,000 of vested company stock, subject to a “clawback” provision whereby Mr. Mattes must repay Diebold (1) 100% of the grant value if he voluntarily terminates employment prior to his one-year employment anniversary date, or (2) 50% of the grant value if he voluntarily terminates employment after his one-year anniversary but prior to his two-year anniversary date. Ÿ ~~Additional benefits and perquisites consistent with market practice (for more details see below under "CEO Compensation for 2013").~~
~~Interim Principal Executive Officer Compensation Structure~~	Mr. Wallace served as our interim Executive Chairman and principal executive officer from January 19, 2013 through August 15, 2013. Effective with his appointment as Executive Chairman, his compensation was structured as follows, based on the Committee’s review of competitive market data for similar interim roles: Ÿ ~~Monthly stipend: $70,000 ($51,000 per month allocated for salary as interim principal executive officer and $19,000 per month allocated for Board/Chairman-related fees).~~ Ÿ ~~NEO~~ annual ~~cash bonus plan: Not eligible~~ Ÿ ~~NEO LTI grants: Not eligible~~ Ÿ ~~Non-employee director board or committee retainers / fees: Not eligible~~ Ÿ ~~Non-employee director equity grants: Eligible consistent with other directors (for more details see above under "2013 Director Compensation").~~ On August 15, 2013, Mr. Wallace resumed his non-Executive Chairman role. At that time, he stopped receiving the monthly stipend and resumed his participation in the regular ongoing non-employee director compensation program. ~~Mr. Wallace is not included in the detailed compensation charts included in this CD&A because he was not eligible for the NEO annual cash bonus plan or the NEO equity grants.~~
~~Total Compensation~~	~~We generally target~~ total compensation opportunity at ~~or near~~$6M (slightly above the ~~size-adjusted~~ 50^th percentile of ~~our~~the compensation peer ~~group discussed further below. Overall,~~group). • Mr. Chapman: Based on a review of Mr. Chapman’s performance since his promotion to Senior Vice President and Chief Financial Officer in 2014 and competitive market data, the Committee ~~believes~~approved pay increases to move his total compensation opportunity closer to the competitive 50^th percentile. • Mr. Leiken: Mr. Leiken was hired on May 29, 2014, and no changes to his annual total compensation opportunity for 2015 were necessary. • Mr. Merz and Ms. Rutt: Compensation changes including increases in base salary and incentive compensation opportunity were approved to achieve internal alignment/consistency and maintain a competitive posture near the 50^th percentile. • Mr. Mayes: The Committee made no changes to Mr. Mayes’ targeted compensation ~~should be more heavily weighted on variable “at-risk” compensation and longer-term components. Our~~in 2015. The Committee did grant Mr. Mayes additional RSUs to retain his leadership through management restructuring.
Long-Term Equity Incentives	• 2015 target annual LTI value mix: 50% performance-based shares; 30% stock options; 20% RSUs. • Mr. Mattes’ performance-based deferred share grant: Grant of performance-based deferred shares associated with Mr. Mattes’ 2014 total compensation ~~for~~package that, due to limits under our Amended and Restated 1991 Equity and Performance Incentive Plan (the Plan), required partial granting in 2015. This grant in 2015 does not represent targeted 2015 LTI value. For more detail, see "Long-Term Incentives-Mr. Mattes’ Performance-Based Deferred Share Grant." • Special performance-based transformation equity grant: Grant to Mr. Mattes ~~on a go-forward basis is approximately 82% “at-risk” (annual bonus~~of performance shares for the second and ~~LTI) and 74%~~third years of the ~~“at-risk” compensation is long-term. The average for our other active NEOs (excluding NEOs who are former employees and Mr. Wallace) is approximately 70% “at-risk” and 65%~~one-time Transformation Grant in order to comply with Plan limits. All performance goals were established at the start of the ~~“at-risk”~~overall 2014-2016 performance period. For more detail, see "Long-Term Incentives - Special Performance-Based Transformation Grant." • RSU grant to Mr. Mayes: In February 2015, the Committee approved an RSU grant of 10,000 shares, subject to two-year cliff vesting, in lieu of any changes to Mr. Mayes’ targeted compensation ~~is long-term.~~structure (salary, target bonus, target LTI). The objective of the grant was to retain Mr. Mayes’ leadership through the management structure changes occurring as part of our ongoing business transformation. For more detail, see "Long-Term Incentives - Mr. Mayes’ RSU Grant."

27-29-

The Committee approved the following targets as a percentage of salary for the Annual Cash Bonus and LTI program for 2015:



Name	Salary¹	Target Annual Cash Bonus (% of Salary)	Target LTI (% of Salary)
Andreas W. Mattes	$937,500	140%	400%
Christopher A. Chapman	$400,000	100%	175%
Jonathan B. Leiken	$400,000	100%	100%
Stefan E. Merz	$375,000	80%	100%
Sheila M. Rutt	$350,000	75%	100%
George S. Mayes, Jr.	$550,000	85%	250%

¹This column reflects base salary amounts in place at the time the target was set in February 2015.

Messrs. Chapman and Merz received salary increases in October 2015.

~~Table of Contents~~

~~2013 NEO~~Total Target Compensation ~~Highlights - Actual Compensation~~Mix

~~The Committee approved the following compensation items in 2013, each discussed further in “2013 Compensation Elements” below:~~



~~Pay Component~~ CEO	~~Comments~~ Other NEOs

"At Risk" Compensation


~~Actual Annual Cash Bonus~~	Ÿ ~~Mr. Mattes received a $900,953 cash bonus, which was 170% of target, prorated from the time at which he joined the Company in June 2013.~~ Ÿ ~~Mr. Chapman received a $184,100 cash bonus, which was 140% of target.~~ Ÿ ~~Mr. Mayes, Jr. received a $525,000 cash bonus, which was 140% of target.~~ Ÿ ~~Mr. Byerly received a $274,628 cash bonus, which was 105% of target.~~ Ÿ ~~Mr. Deering received a $75,200 cash bonus, which was 91% of target.~~ Ÿ ~~Mr. Wallace was not eligible to receive a cash bonus under our Annual Cash Bonus Plan.~~ Ÿ ~~Mr. Swidarski was not eligible to receive a cash bonus in 2013 due to the timing of his separation in January 2013.~~ Ÿ ~~Mr. Richardson did not receive a cash bonus due to his resignation in November 2013.~~ Ÿ ~~Mr. Hunter did not receive a cash bonus due to his separation in November 2013.~~ Ÿ ~~Mr. Mateo received a cash bonus of $75,625, which was 60% of target, prorated due to his retirement in November 2013.~~
~~LTI~~ CEO	Ÿ ~~Performance share grant for the 2011-2013 performance period:~~ ~~No payout was earned, based on the performance / payout scale approved by the Committee at the start of the performance period. Our three-year TSR was 14.8%, which ranked at the 22~~^nd ~~percentile versus the S&P 400 Midcap peer group, and at the 15~~^th ~~percentile versus our custom peer group. The minimum percentile ranking required to start earning payouts is the 35~~^th ~~percentile.~~ Other NEOs

-30-

2015 NEO Compensation Highlights - Actual Earned Incentive Compensation

The Committee approved the following incentive compensation payouts in 2015, each discussed further in "2015 Compensation Elements" below:



Pay Component	Comments
Annual Cash Bonus	Based on the Committee’s assessment of the Annual Cash Bonus Plan goals, including both financial and individual performance (against personalized Key Initiatives), the Committee approved the following annual cash bonus payments (based on salaries in effect on December 31, 2015);
		Name	Earned Annual Cash Bonus	% of Target
		Andreas W. Mattes	$459,375	35%
		Christopher A. Chapman	$180,000	40%
		Jonathan B. Leiken	$160,000	40%
		Stefan E. Merz	$128,000	40%
		Sheila M. Rutt	$91,875	35%
		George S. Mayes, Jr.	$54,542¹	12%
		¹ Mr. Mayes was employed through July 24, 2015, and this payment represents a pro-rata payment based on the number of months employed during the performance period including Key Initiatives achieved at target.
	Financial targets were approved by the Committee at the beginning of 2015. At the February 2016 Committee meeting, the Committee approved no performance achievement against 2015 financial targets. The approved performance achievement levels for Key Initiatives varied by NEO. The final performance assessment is discussed in more detail in the Annual Cash Bonus Plan section of "2015 Compensation Elements" below.
Performance-based Shares	Grant covering the 2013-2015 performance period • Mr. Mattes: He joined the Company on June 6, 2013. His performance share grant covers the period June 6, 2013 through December 31, 2015. Our relative TSR ranking for the period was 39^th percentile against both the custom peer group and the S&P 400 Midcap Index companies, resulting in a payout at 64% of the original target incentive amount. Mr. Mattes earned a payment of 23,702 Diebold shares. • Other NEOs: Performance was measured from January 1, 2013 through December 31, 2015. Our relative TSR ranking for the period was 43^rd percentile vs. the custom peer group and 32^nd percentile vs. the S&P 400 Midcap Index companies, resulting in a payout of 39% of the original target incentive amount. The actual number of earned Diebold shares varies by NEO. Special performance-based transformation grant • We did not achieve the minimum performance threshold of non-GAAP EPS of $1.85. Therefore, no payment was earned by any NEO for the 2015 portion of the award.

Compensation Decision Process

Role of the Compensation Committee

The Committee is responsible to our Board for oversight of our executive compensation programs. The Committee consists of independent directors and is responsible for the review and approval of all aspects of our program. Among its duties, the Committee is responsible for:


▪	~~Reviewing and assessing competitive market data from the independent compensation consultant, discussed below;~~


▪	~~Reviewing and approving incentive goals, objectives and compensation recommendations for the NEOs;~~


▪	~~Evaluating the competitiveness of each executive’s total compensation package; and~~


▪	~~Approving any changes to the total compensation package for the NEOs including, but not limited to, salary, annual incentives, LTI award opportunities and payouts, and retention programs.~~

Reviewing and assessing competitive market data from the independent compensation consultant, discussed below;

Reviewing and approving incentive goals, objectives and compensation recommendations for the NEOs;

-31-

Evaluating the competitiveness of each executive’s total compensation package; and

Approving any changes to the total compensation package for the NEOs including, but not limited to, base salary, annual cash bonus, LTI award opportunities and payouts, and retention programs.

Following review and discussion, the Committee submits recommendations to the Board for ~~approval.~~ratification. The Committee is supported in its work by the Chief Human Resources Officer and staff and an independent compensation consultant, discussed in “"Role of the Independent Compensation ~~Consultant~~Consultant"” below. For additional information regarding the Committee’s duties and responsibilities, see “"Compensation ~~Committee Risk Oversight~~Committee"~~” and “Compensation Committee~~” above.

Role of the Independent Compensation Consultant

The Committee retains an independent compensation consultant, Aon Hewitt, in accordance with the Committee’s charter. The consultant reports directly to the Committee. The Committee retains sole authority to hire or terminate Aon Hewitt, approve its compensation, determine the nature and scope of services, and evaluate performance. A representative of Aon Hewitt attends Committee meetings, as requested, and communicates with the Committee Chair between meetings. The Committee makes all final decisions. ~~Other than Aon Hewitt’s roles and services listed below with respect to compensation consulting, it performs no other services for the company.~~

Aon Hewitt’s specific compensation consultation roles include, but are not limited to, the following:


▪	~~Advise~~ Advising the Committee on executive compensation trends and regulatory developments;


▪	~~Provide a total compensation study for executives against the companies in our peer group and recommendations for executive pay;~~


▪	~~Provide advice to the Committee on governance best practices, as well as any other areas of concern or risk;~~

Providing a total compensation study for executives against the companies in our peer group and recommendations for executive pay;

Providing advice to the Committee on governance best practices, as well as any other areas of concern or risk;

~~Table~~Serving as a resource to the Committee Chair for meeting agendas and supporting materials in advance of ~~Contents~~each meeting;

Reviewing and commenting on proxy disclosure items, including the "Compensation Discussion and Analysis;"


▪	~~Serve as a resource to the Committee Chair for meeting agendas and supporting materials in advance of each meeting;~~

▪

~~Review and comment on proxy disclosure items, including the “Compensation Discussion and Analysis~~”;

Advising the Committee on management’s pay recommendations; and

From time to time, reviewing and providing compensation recommendations for non-employee directors to the Board Governance Committee.

In 2015, the professional fees for the executive compensation services were approximately $343,000. In addition to Aon Hewitt’s executive compensation services for the Committee, management retained Aon Hewitt for unrelated services, including brokerage services for insurance products. Professional fees for these unrelated services were approximately $539,000 in 2015, and the Board and Compensation Committee were aware of the services. We have separate relationships with each of the service teams, and the executive compensation service team does not perform any other services on behalf of Diebold.


▪	~~Advise the Committee on management’s pay recommendations; and~~


▪	~~From time to time, Aon Hewitt is also engaged by the Board Governance Committee to review and provide compensation recommendations for non-employee directors.~~

The Committee ~~has~~ assessed the independence of Aon Hewitt, as required under NYSE listing rules. The Committee ~~has~~ also considered and assessed all relevant factors, including but not limited to those set forth in ~~Rule 10C-1(b)~~Section 240.10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Aon Hewitt. Based on this review, there are no conflicts of interest raised by the work performed by Aon Hewitt.

Role of Management

Our Chief Human Resources Officer serves as management’s primary contact with the Committee and attends all Committee meetings. For executives other than the CEO position, our CEO and Chief Human Resources Officer make pay recommendations to the Committee based on market pay comparisons and an analysis of each executives’ individual performance. No member of our management team, including the CEO, has a role in making pay recommendations to the Committee for his or her own position.

Role of Peer Companies and Competitive Market Data

Annually, the Committee reviews competitive total compensation market data provided by Aon Hewitt. To assess competitive pay levels, the Committee first annually reviews and approves our peer group composition. The following peer group criteria are considered:


▪	~~Company size: Approximately 0.5 to 2 times Diebold’s annual revenues, with a focus on market capitalization of 0.2 to 5 times Diebold’s market capitalization, as a secondary reference;~~


▪	~~Direct competitors for business and management talent;~~


▪	~~Companies covered by the investment analysts that track Diebold;~~


▪	~~Companies that include Diebold in their compensation peer group; and~~


▪	~~Global companies that design and manufacture products for their customers, and provide related services.~~

-32-

Company size: Approximately 0.5 to 2.5 times Diebold’s annual revenues, with a focus on market capitalization of 0.2 to 5 times Diebold’s market capitalization, as a secondary reference;

Direct competitors for business and management talent;

Companies covered by the investment analysts that track Diebold;

Companies that include Diebold in their compensation peer group; and

Global companies that design, manufacture, and service products for their customers.

In ~~December 2012,~~October 2014, Aon Hewitt conducted a total compensation study to assist with ~~2013~~2015 compensation decisions. The ~~prior year peer group was revised to replace the three largest companies (Dover Corp., Mastercard Inc., and Rockwell Automation), which had increased beyond the desired revenue range. For 2013, the~~ Committee approved the following 25 companies for the compensation peer group:



Actuant Corp	~~Flowserve Corp.~~Fiserv, Inc.	NCR Corp.
Allegion Plc *	Global Payments Inc.	NetApp, Inc. *
Benchmark Electronics Inc.	~~Global Payments~~Harris Corp.	Outerwall Inc. (formerly Coinstar)
Brady Corp.	International Game Technology PLC	Pitney Bowes Inc.
~~Brady Corp.~~	~~Harris Corp.~~ ²	~~Sensata Technologies~~
The Brinks Company	~~Imation Corp.~~Intuit Inc.	~~SPX Corp.~~Sensata Technologies Holding NV
~~Coinstar~~Convergys Corp	Lexmark International, Inc.	~~International Game Technology~~	The Timken Company
~~Cooper Industries plc~~¹	~~Lexmark International~~ ²	~~Unisys Corp.~~
DST Systems²	Logitech International SA	~~The Western Union Company~~Unisys Corp.
Fidelity National Information Services	Mettler-Toledo International Inc.	The Western Union Company
		Woodward Inc.
~~Fiserv, Inc.~~				* Denotes new peer companies for October 2014 study to replace Flowserve Corp. and SPX Corporation

~~_____________________________~~

¹~~Cooper Industries~~The average and median annualized revenues for the peer companies were $3.4B and $2.7B, respectively, at the time of the October 2014 study. Diebold’s 2014 annual revenues were approximately $3B which was ~~acquired by Eaton Corporation in November 2012.~~

² ~~Denotes new peer company.~~

~~Aon Hewitt benchmarks total compensation opportunities~~used to develop size-adjusted market values through regression analysis for each of our NEOs using peer company proxy data, as well as published and private compensation survey data. Size-adjusted market values for comparable executive compensation were developed using regression analysis. This statistical technique accounts for revenue size differences within the peer group and develops an estimated market value for a similar-size company as Diebold.study position. The size-adjusted 50th percentile for total compensation is a key reference point for the Committee. ~~On average, our NEO total~~For executive positions where peer company proxy data is not available, Aon Hewitt utilized published and private compensation ~~opportunities are competitively positioned at or near the size-adjusted 50th percentile.~~survey sources.

~~Table of Contents~~

Timing of Compensation Decisions

Pay recommendations for our executives, including the NEOs, are typically made by the Committee at its first scheduled meeting of the year, normally held in February. This meeting is normally held around the same time we report our fourth quarter and year-end financial results for the preceding fiscal year and provide our financial guidance for the upcoming year. This timing allows the Committee to have a complete financial performance picture prior to making compensation decisions.

Decisions with respect to prior year performance, performance for other relevant periods and any resulting award payouts, as well as annual equity awards, base salary increases and target performance levels for the current year and beyond, are also typically made at this meeting. ~~Generally, any increases in base salary approved at this meeting are made effective in the next pay period.~~ Further, any equity awards recommended by the Committee at this meeting are then reviewed by the Board and, if approved, are generally dated as of the date of the Board meeting held the following day. As such, the Committee does not time the grants of options or any other equity incentives to the release of material non-public information.

The exceptions to this timing are awards to executives who are promoted or hired from outside the ~~company~~Company during the year. These executives may receive salary increases or equity awards effective or dated, as applicable, as of the date of their promotion or hire.

-33-

Determination of CEO Compensation

At the February Committee meeting, in executive session without management present, the Committee reviews and evaluates CEO performance and determines achievement level for the prior fiscal year. The Committee also reviews competitive compensation data. The Committee presents pay recommendations for the CEO to the independent members of the Board. During executive session, the Board conducts its own review and evaluation of the CEO’s performance taking into consideration the recommendations of the Committee.

~~2013~~2015 Compensation Elements

~~Note: In his role as interim Executive Chair, Mr. Wallace received a monthly stipend as described in more detail under "Compensation of Directors" above, and in the "2013 Summary Compensation Table~~" below. Other than the portion of his stipend that was allocated to salary, Mr. Wallace was otherwise ineligible for any of the compensation elements, benefits and perquisites discussed in the remainder of this "~~Compensation Discussion and Analysis~~."

Base Salary

Base salary compensates the executive fairly and competitively for the responsibility level of the position. The Committee reviews the salaries ~~are designed to recognize and reward the skill, competency, experience and performance an~~of our executive ~~brings to his or her position. Changes in salary~~officers annually against competitive market data. Salary adjustments result primarily from a ~~comparison against~~combination of competitive market data, individual and company performance, internal equity considerations, promotions, and the executive’s specific responsibilities. ~~The Committee reviews salaries annually.~~

For ~~2013,~~2015, the Committee reviewed competitive market data and individual performance assessments for the NEOs and approved the following base salary ~~changes:~~changes at the February 2015 Committee meeting:

Name 2012 Salary 2013 Salary Increase %
Andreas W. Mattes ---
$775,000 ¹
---
Christopher A. Chapman $236,130 $263,000
11.4% ²
George S. Mayes, Jr. $360,767 $500,000
38.6% ³
Lance A. Byerly $350,000 $350,000 0.0%
Dennis D. Deering $194,575 $235,000
20.8% ⁴
Henry D. G. Wallace ---
$51,000/month ⁵
---
Thomas W. Swidarski $840,000 $840,000 0.0%
Bradley C. Richardson $520,032 $520,032 0.0%
M. Scott Hunter $233,137 $240,000 2.9%
Miguel A. Mateo $266,545 $275,000 3.6%



Name	2014 Salary	2015 Salary
Andreas W. Mattes	$852,500	$937,500
Christopher A. Chapman	$330,000	$400,000¹
Jonathan B. Leiken	$400,000	$400,000
Stefan E. Merz	$325,000	$375,000¹
Sheila M. Rutt	$338,778	$350,000
George S. Mayes, Jr.	$550,000	$550,000

¹ ~~Represents~~In October 2015, Mr. ~~Mattes’ 2013 annual~~Chapman's salary ~~rate.~~was increased to $450,000, and Mr. Merz' salary was increased

²~~Represents a 5.0% merit increase effective January 1, 2013 and a 6.0% increase effective November 6, 2013~~ to ~~reflect his interim principal financial officer responsibilities.~~

³ ~~Represents his promotion~~$400,000. These increases were made to ~~Executive Vice President and Chief Operating Officer.~~

⁴ ~~Represents market adjustment and increased global role.~~

⁵ ~~During~~move their compensation closer to the time that Mr. Wallace held the position of Executive Chairman, he received a monthly stipend of $70,000, $51,000 of which was allocated to salary and the remainder was allocated to Board and committee retainer amounts, which is discussed in more detail in "~~Compensation of Directors" above. For a complete breakdown of Mr. Wallace's compensation earned in 2013 including his salary as Executive Chairman, see "2013 Summary Compensation Table" below.~~

competitive 50th percentile.

~~Table~~The rationale for approved 2015 compensation actions is summarized in the table "2015 NEO Compensation Highlights – Target Compensation Structure." Increases reflect adjustments made to NEO salaries to bring salary levels more in line with the market median. Mr. Chapman’s base salary still falls below the median of ~~Contents~~the peer group, due in part to his being new to the role (promoted in 2014). 2015 salary levels for all others are in line with the peer group median.

Annual Cash Bonus Plan

~~Our~~ NEOs are eligible to earn cash ~~incentive awards~~incentives under our Annual Cash Bonus Plan, ~~originally~~which was approved by shareholders in ~~2005, and re-approved at our 2010 Annual Meeting of Shareholders. Payout under the Annual Cash Bonus Plan depends on~~2015. Performance measures include corporate, ~~division,~~business unit and individual performance against pre-determined performance objectives approved by the Committee at the beginning of the fiscal year.

Target ~~opportunities~~Opportunities: Individual NEO targets (as a percent of base salary) are approved by the Committee at the beginning of the fiscal year. Actual cash bonuses may range from 0% to 200% of target (generally 40% of target is earned at threshold performance, 100% of target is earned as target performance, and 200% of target is earned at maximum performance).

-34-

For ~~2013, based on a thorough review and comparison against~~2015, the Committee reviewed competitive market data and individual performance assessments for the NEOs and approved the following target bonus levels in February 2015, and increased those targets for Messrs. Chapman and Merz in October 2015 in connection with their salary increases:



Name	Target Incentive (% of Salary)¹	Threshold Incentive ($)	Target Incentive ($)	Maximum Incentive ($)	Target Incentive as a % of Target Total Comp Opportunity
Andreas W. Mattes	140%	$562,500	$1,312,500	$2,625,000	22%
Christopher A. Chapman	100%	$180,000	$450,000	$900,000	27%
Jonathan B. Leiken	100%	$160,000	$400,000	$800,000	33%
Stefan E. Merz	80%	$140,000	$320,000	$640,000	29%
Sheila M. Rutt	75%	$122,500	$262,500	$525,000	27%
George S. Mayes, Jr.	85%	$187,000	$467,500	$935,000	20%


¹	The rationale for approved 2015 compensation actions is summarized in the table 2015 NEO Compensation Highlights – Target Compensation Structure

Financial Performance Metrics: For 2015, to support the second year of our multi-year business transformation related to Diebold 2.0, the Committee approved Corporate and Regional non-GAAP Operating Profit ("OP") and Corporate Free Cash Flow ("FCF") as the ~~following targets:~~financial performance metrics and Key Initiatives specific to each NEO as the individual performance metrics. The Committee also approved a minimum performance level requirement for OP of $150 million, below which no bonuses would be paid, regardless of the performance level attained for FCF or individual Key Initiatives.



Annual Cash Bonus Plan for NEOs, Except Mr. Mayes
Performance Measure	Organizational Level	Weighting	Threshold² (40% of target payout)	Target² (100% payout)	Maximum²(200% payout)	Actual Achieved	Payout as % of Target
OP	Corporate	50%	$162	$190	$219	$161	0%
FCF	Corporate	30%	$105	$130	$155	($18)	0%
Key Initiatives	Individual	20%	varies	varies	varies	varies	varies



Annual Cash Bonus Plan for Mr. Mayes¹
Performance Measure	Organizational Level	Weighting	Threshold²	Target²	Maximum²	Actual Achieved¹	Payout as % of Target¹
OP	Corporate	15%	$162	$190	$219	$161	N/A
OP – North America	Regional	35%	$294.5	$310	$325	$281	N/A
FCF	Corporate	30%	$105	$130	$155	($18)	N/A
Key Initiatives	Individual	20%	varies	varies	varies	100%	100%



¹	Mr. Mayes’ position was eliminated on July 24, 2015. Pursuant to Mr. Mayes’ separation agreement, his annual cash bonus was pro-rated and includes a target level of individual Key Initiatives performance.

²	Payment opportunities are extrapolated between threshold, target, and maximum performance -- 0% payout below threshold. Dollars are shown in millions.

-35-

Key Initiative Performance Metrics: For 2015, the Committee approved Key Initiatives specific to each NEO. These Key Initiatives are intended to drive strategic and operating results. Similar to the Committee’s assessment of financial performance, the Committee’s assessment of Key Initiative performance generally excludes non-recurring/extraordinary items.



Name	~~Target~~ ~~Incentive~~ ~~(% of Salary)~~
~~Andreas W. Mattes~~	~~120%~~
~~Christopher A. Chapman~~	~~50%~~
~~George S. Mayes, Jr.~~	~~80%~~ ¹
~~Lance A. Byerly~~	~~75%~~
~~Dennis D. Deering~~	~~35%~~ ²
~~Thomas W. Swidarski~~	~~100%~~
~~Bradley C. Richardson~~	~~75%~~
~~M. Scott Hunter~~	~~50%~~
~~Miguel A. Mateo~~	~~50%~~
¹~~Increased from 75% to reflect his promotion in January 2013.~~
²~~Based upon competitive market data for his position, Mr. Deering's target opportunities were 20% at threshold, 35% at target and 50% at maximum.~~

~~Financial performance metrics~~: For 2013, the Committee approved Non-GAAP EPS, FCF, Division Operating Profit (and other working capital metrics), and certain key initiatives for each NEO. These financial measures are important bottom-line indicators that allow investors to evaluate our company. The approved key initiatives focus on other important financial and non-financial metrics critical to our success.

Performance Measure¹
Organizational Level

Threshold²

Target²

Maximum²
Non-GAAP EPS Corporate $1.75 $2.00 $2.25
Free Cash Flow Corporate $100 $125 $150
Operating Profit Corporate $163 $186 $209
Operating Profit ³
Electronic Security --- --- ---
Operating Profit ³
Latin America --- --- ---
Cash Conversion Latin America 63 Days 57 Days 51 Days

¹ When evaluating financial goals and results, the Committee generally excludes certain restructuring, non-routine income and expense, and impairment items consistent with our guidance to investors.
² Payment opportunities are extrapolated between threshold, target, and maximum performance -- 40% payout at threshold; 100% payout at target; and 200% payout at maximum (except for Mr. Deering as discussed above). Dollars in millions, except per share values.
³ Disclosing the quantitative performance measures for certain divisional performance metrics, which we do not otherwise disclose publicly, would cause us competitive harm by potentially disrupting our customer relationships and providing competitors with insight to our specific strategy. We typically set target performance at a level consistent with investor guidance that is "stretch but reasonable", taking into account the current economic / business environment, our transformation strategy, and continuous improvement requirements for the company and key executives.

~~Table of Contents~~

~~Key initiative performance metrics~~: Key initiatives are approved by the Committee. These key initiatives are intended to drive strategic and/or operational results in the division, business unit or functional groups. Similar to the Committee’s assessment of financial goals, the Committee’s subjective assessment of key initiatives generally excludes certain non-recurring or extraordinary items. Also, similar to financial goals, we do not disclose some key initiative quantitative goals due to the same potential competitive harm. Our target key initiative goals are “stretch but reasonable”.



~~Name~~	~~Approved~~ Key ~~Initiative~~	~~Description~~Initiatives (20% weighting)
Andreas W. Mattes	Ÿ ~~N/A~~• Talent development for next level of management	Ÿ ~~N/A~~• Develop software roadmap and platform strategy • Develop strategy for Managed Services and North America stabilization • Develop longer term business strategy
Christopher A. Chapman	Ÿ ~~Organization re-alignment~~• Deliver long-term strategic plan & ~~reporting~~funding Ÿ ~~Information Technology / Global Business Services (IT/GBS) Roadmap Implementation~~• IT transformation • Talent development • Initiate path from classic reporting to Diebold 2.0 business management systems
Jonathan B. Leiken	Ÿ ~~Realign organization structure~~• Establish and maintain an effective & efficient global, legal and compliance team and program • Support Company growth initiatives • Intellectual property monetization • Ensure protection of the Company at lowest possible cost
Stefan E. Merz	• Deliver long-term business transformation strategy related to ~~support Chief Operating Officer organization.~~Diebold 2.0 Ÿ ~~Oracle R12 Financial implementation; Custom Relationship Management (CRM) blueprint~~• Drive mergers and ~~implementation~~acquisitions with successful integration • Develop software & Managed Services strategy • Talent development; drive team maturity
Sheila M. Rutt	• Systemic workforce planning • Talent development • Organization Health Index initiatives and score improvement • Human resources transformation to top-tier standards
George S. Mayes, Jr.	Ÿ ~~Transformation Plan~~• Stabilize North America margins and market share	Ÿ ~~Sustainable~~• Deliver a positive book to bill (target = 1.05) • Global service strategy • Next Gen completion including go-to-market & cost ~~reduction in Selling, General & Administrative Expense~~
~~Lance A. Byerly~~	Ÿ ~~Electronic Security growth~~ Ÿ ~~Electronic Security profitability~~	Ÿ ~~Grow order entry~~ Ÿ ~~Improve Electronic Security gross margin~~
~~Dennis D. Deering~~	Ÿ ~~Improve global service cost structure~~	Ÿ ~~Sustainable cost reduction via functionalizing service and eliminating waste without negatively impacting customers~~
~~Thomas W. Swidarski~~	Ÿ ~~N/A~~	Ÿ ~~N/A~~
~~Bradley C. Richardson~~	Ÿ ~~IT/GBS Roadmap implementation~~ Ÿ ~~Remediate Brazil tax material weakness~~ Ÿ ~~Improve capital structure~~ Ÿ ~~Address near term costs~~	Ÿ ~~Oracle R12 Financial implementation; CRM blueprint and implementation;~~ Ÿ ~~Affect strategy for resolution of Brazil tax assessment; minimize Brazil tax expense through defense and commercial strategy; resolve FCPA and reach settlement~~ Ÿ ~~Refinance notes; Repatriate a portion excess cash; and finance acquisition strategy as required~~ Ÿ ~~Sustainable reduction in addressable General & Administrative spend versus plan~~
~~M. Scott Hunter~~	Ÿ ~~Liquidity improvement~~ Ÿ ~~Commence project with Risk International to reduce Diebold’s total cost of risk (TCOR)~~	Ÿ Tax efficient utilization of foreign earnings; accomplish all repatriation activities identified in audit committee meeting; execute tax efficient purchase of Brazilian subsidiary; complete capital structure changes to replace a portion of private placement notes Ÿ ~~Target reduction of TCOR~~
~~Miguel A. Mateo~~	Ÿ ~~Grow revenue in security business in Latin America~~ Ÿ ~~Grow sales of deposit automation units~~	Ÿ ~~Target growth for security business~~ Ÿ ~~Increase revenue~~position

The Committee reviewed Key Initiative performance assessments prepared by Mr. Mattes for each of the NEOs, and separately during executive session the Committee reviewed Mr. Mattes’ performance against his Key Initiatives. Each of the NEOs contributed to the multiple strategic transactions that were completed or initiated in 2015. The Committee considered these extraordinary efforts in its review of the individual Key Initiatives.

-36-

~~Table of Contents~~

~~Actual 2013 performance results:~~ ~~The Committee approved the following performance achievements and earned incentive percentages (dollars in millions, except per share values).~~

Name / Goals
Weight

Target
Performance
Actual
Performance
Incentive Earned
(% of Target)
Andreas W. Mattes
Corporate Free Cash Flow 50% $125 $165 200%
Corporate Operating Profit 30% $186 $138.7
100% ²
Key Initiatives ¹
20% --- ---
200% ²
Total: 100% 170%
Christopher A. Chapman
Corporate Free Cash Flow 50% $125 $165 200%
Non GAAP EPS 30% $2.00 $1.36     0%
Key Initiatives ¹
20% --- --- 200%
Total: 100% 140%
George S. Mayes, Jr.
Corporate Free Cash Flow 50% $125 $165 200%
Corporate Operating Profit 30% $186 $138.7     0%
Key Initiatives ¹
20% --- --- 200%
Total: 100% 140%
Lance A. Byerly
Corporate Free Cash Flow 50% $ 125 $ 165 200%
Electronic Security Operating Profit ¹
30% --- --- 40%
Key Initiatives ¹
20% --- --- 43%
Total: 100% 105%
Dennis D. Deering
Corporate Free Cash Flow 50% $125 $165 143%
Corporate Operating Profit 30% $186 $138.7     0%
Key Initiatives ¹
20% --- --- 100%
Total: 100% 91%
Thomas W. Swidarski
Mr. Swidarski was not eligible to participate due to his separation in January 2013 before performance metrics were established.
Bradley C. Richardson Mr. Richardson did not receive a cash bonus due to his resignation in November 2013.
M. Scott Hunter Mr. Hunter did not receive a cash bonus due to his separation in November 2013.
Miguel A. Mateo
Latin America Operating Profit ¹
40% --- ---     0%
Corporate Free Cash Flow 20% $125 $165 200%
Latin America Cash Conversion 20% 57 Days 67 Days 0%
Key Initiatives ¹
20% --- --- 100%
Total: 100% 60%
¹Disclosing the qualitative and quantitative performance measures for key initiatives, which we do not otherwise disclose publicly, would cause us competitive harm by potentially disrupting our customer relationships and providing competitors with insight to our specific strategy. We typically set target performance at a level consistent with investor guidance that is "stretch but reasonable", taking into account the current economic / business environment, our transformation strategy, and continuous improvement requirements for the Company and key executives.
²    For Corporate Operating Profit, Mr. Mattes received a minimum guaranteed payout at target pursuant to his employment agreement, as discussed in more detail under "Employment Agreements" below. For his key initiatives, after taking into consideration his overall performance following his appointment, and consistent with the achievement of certain established key initiatives of the other NEOs and of his broader senior leadership team, the Committee approved a maximum payout for Mr. Mattes.

~~Table of Contents~~

~~2013 actual bonuses earned:~~2015 Actual Bonuses Earned: Based on the ~~previous table showing~~Committee’s assessment of financial and individual performance according to the ~~approved performance~~tables above, the following summarizes actual bonuses earned, based solely on achievement ~~levels~~of Key Initiatives and ~~the percentage of target earned, the table below summarizes earned dollar amounts by NEO:~~on salaries in effect on December 31, 2015:

Name 2013 Actual Bonus 2013 Target Bonus Actual as % of Target
Andreas W. Mattes ¹
$900,953 $529,973 170%
Christopher A. Chapman $184,100 $131,500 140%
George S. Mayes, Jr. $525,000 $375,000 140%
Lance A. Byerly $274,628 $262,500 105%
Dennis D. Deering $75,200 $82,250 91%
Thomas W. Swidarski $0 $840,000     0%
Bradley C. Richardson $0 $390,024     0%
M. Scott Hunter $0 $120,000     0%
Miguel A. Mateo ¹
$75,625 $137,500 60%

¹Prorated amounts.



Name	2015 Actual Bonus	2015 Target Bonus	Actual as % of Target
Andreas W. Mattes	$459,375	$1,312,500	35%
Christopher A. Chapman	$180,000	$450,000	40%
Jonathan B. Leiken	$160,000	$400,000	40%
Stefan E. Merz	$128,000	$320,000	40%
Sheila M. Rutt	$91,875	$262,500	35%
George S. Mayes, Jr.¹	$54,542	$467,500	12%

¹For explanation of compensation treatment upon Mr. Mayes’ employment termination, see "Payments and Benefits in connection with Mr. Mayes’ Separation" below.

Long-Term ~~Incentives~~Incentives—2015 Regular Annual Grants

~~The Committee believes~~Our regular annual LTI grants to NEOs include a value mix of performance-based shares (50%), stock options (30%), and RSUs (20%), as discussed above in ~~a balanced approach~~2015 NEO Compensation Highlights – Target Compensation Structure. These awards are subject to ~~LTI compensation. As~~our other compensation policies generally, such as our ~~practice is to grant total LTI value according to the following value mix:~~


▪	~~Performance shares: 50%~~


▪	~~Stock options: 30%~~


▪	~~RSUs: 20%~~

In this manner, the Committee strikes a balance of awards based on the full value of our shares, awards tied solely to stock price appreciation, and awards tied to performance and stock price growth. This approach aligns our LTI compensation with market practice, mitigates risk and enhances our shareholder alignment.Clawback Policy, as discussed in "Other Compensation Policies" below.

To determine annual grant ~~sizes,~~levels for the NEOs, the Committee ~~subjectively~~ considers individual performance, potential future contributions to our business, internal equity, ~~and~~ competitive market values, ~~in addition to~~and management’s recommendations. The Committee approves long-term incentive grants at the regular February Committee meeting, and actual grants are generally made effective on the day of the February Board Meeting.

The following table summarizes 2015 targeted LTI values for our NEOs in accordance with our customary annual LTI grant cycle and excluding certain grants made to Mr. Mattes in connection with the Transformation Grant and grants made to complete the targeted 2014 LTI value:



Name	Salary	Target LTI (% of Salary)	Approximate Target LTI Value¹	% of Target Total Comp
Andreas W. Mattes	$937,500	400%	$3,750,000	62%
Christopher A. Chapman	$400,000	175%	$700,000	47%
Jonathan B. Leiken	$400,000	100%	$400,000	33%
Stephan E. Merz	$375,000	100%	$375,000	36%
Sheila M. Rutt	$350,000	100%	$350,000	36%
George S. Mayes, Jr.	$550,000	250%	$1,375,000	58%

The target award values shown here generally vary from the award values listed in the Grant of Plan-Based Awards Table (GPBAT) for two reasons. First, to mitigate the potential impact of stock price swings on our equity grants, we use the 20-day average closing stock price immediately preceding the grant date to determine the grant size, rather than the stock price on the actual grant date as shown in the GPBAT. Second, for performance-based shares, we use the face value to determine the number of shares to grant. The GPBAT uses the Monte Carlo valuation (the method used to determine accounting expense) which often generates a value higher than target on the grant date, which we believe is inappropriate for purposes of setting compensation opportunity.

-37-

For 2015, the regular annual long-term incentive grants included the following components:

Performance shares – 2015 Grant (50%): Earned over a three-year performance period based solely on our TSR ranking relative to our peer group and the S&P Midcap 400 Index. The number of shares earned at the completion of the performance cycle may range from 0% to 200% of target, based on our relative ranking against the two groups. This program meets a key objective of our compensation strategy to focus on performance metrics that drive shareholder value and achievement of ~~“top tier”~~"top tier" performance. For 2015, the Committee approved the following design:

~~The minimum performance requirement is 35~~^th ~~percentile, at which 25% of target is earned. The maximum performance requirement is 80~~^th ~~percentile, at or above which 200% of target is earned. No dividends are paid until shares are earned.~~

~~For the 2011 performance share grant covering 2011-2013 TSR performance, no performance shares were earned. Diebold’s TSR ranking was at the 22~~^nd ~~percentile versus the S&P midcap 400 midcaps and at the 15~~^th ~~percentile versus our peer group.~~



Performance Share Plan Feature	2015 Design	Comment
Performance measures	• 3-year cumulative adjusted EBITDA • 3-year TSR rank vs. the S&P 400 Midcap Index companies • Weighting is 50% on each measure	Prior grants measured 3-year TSR vs. both a custom peer group and the S&P 400 Midcap Index companies, and did not include a financial metric. 3-year cumulative adjusted EBITDA was added to focus management on the long-term financial metric that drives shareholder value. The custom peer group was dropped for TSR comparisons in favor of the S&P 400 Midcaps, consistent with the broader market index that is most important to our shareholders.
Performance and payout scales	Adjusted EBITDA • Threshold: Approx. 85% of goal earns 50% of target • Target: 100% of goal earns 100% of target • Maximum: Approx. 115% of goal earns 200% of target Relative TSR • Threshold: 30^th percentile earns 50% of target • Target: 50^th percentile earns 100% of target • Maximum: 75^th percentile earns 200% of target	The leverage in both the financial and TSR portion of our plan was based on a review of our long-term business transformation strategy, and was confirmed by research of our peer group and broad United States ("U.S.") market pay practices.

Stock options – 2015 Grant (30%): Provide value based solely on stock price appreciation. Grants of stock options have a ten-year term and vest ratably over a three-year period. The exercise price is based on the closing price of our common stock on the grant date and is valued using the Black-Scholes stock option valuation method.

RSUs – 2015 Grant (20%): Provide a base level of retention value in our executive compensation program, and incentive for building shareholder value. RSUs provide additional value if our stock price ~~appreciates and~~appreciates. RSUs cliff vest at the end of three years following the grant date. Dividend equivalents are paid on time-vested RSU ~~awards.~~grants.

Long-Term Incentives—Special Performance-Based Transformation Grant

~~Table~~As disclosed in last year’s CD&A, in early 2014, the Committee, in consultation with the Board, determined that selected members of ~~Contents~~

~~2013 Grants~~:our leadership team should receive a special equity grant to incentivize and retain them through the execution of a multi-year business transformation strategy related to Diebold 2.0. The Committee ~~performed~~approved a ~~thorough review of competitive market data, individual and company performance, and management’s recommendations. Based on~~special one-time performance-based transformation equity grant that ~~review and the Committee’s objective to deliver 50~~^th ~~percentile total compensation opportunity, the Committee approved the following equity grants to~~could be earned over a three-year period if Diebold 2.0 transformational financial metrics were achieved.

For NEOs ~~with the exception of Mr. Mattes, at the February 2013 meeting (and for~~other than Mr. Mattes, the ~~Committee approved the following prorated equity grants when he~~full grant was ~~appointed President~~made in 2014 and ~~CEO on June 6, 2013):~~one-third could be earned for each of 2014, 2015, and 2016 if pre-approved performance goals are met.

Name Stock Options Performance Shares (Target) RSUs
Andreas W. Mattes 98,082 37,033 17,203
Christopher A. Chapman 7,540 3,192
3,277¹
George S. Mayes, Jr. 44,379 18,787 7,515
Lance A. Byerly 10,981 4,649 1,859
Dennis D. Deering n/a n/a 636
Thomas W. Swidarski n/a n/a n/a
Bradley C. Richardson 31,124 13,176 5,270
M. Scott Hunter 7,540 3,192 1,277
Miguel A. Mateo 8,575 3,630 1,452

¹ ~~Includes a grant of 2,000 RSUs with three-year cliff vesting, awarded as of November 6, 2013, to reflect his interim role as principal financial officer.~~

~~CEO Compensation for 2013~~

For Mr. Mattes, in accordance with share limits in our Plan, two separate grants (one in 2014 and one in 2015) were required to deliver the intended value. The 2015 grant covered the 2015 and 2016 performance periods. Half of the 2015 grant may be earned for 2015 performance, and half may be earned for 2016 performance. All performance goals were set at the start of the 2014-2016 performance period and are the same for all NEOs.

-38-

As disclosed in last year’s CD&A, 93.5% of the target award was ~~hired~~earned for 2014 EPS performance. For the 2015 portion, no award was earned as ~~our President and Chief Executive Officer effective June 6, 2013. His compensation package~~EPS performance was ~~developed based on a thorough review~~below the threshold requirement. See "2015 NEO Compensation Highlights - Actual Earned Incentive Compensation" for further discussion of ~~competitive market data and a solid understanding~~the 2015 calculation.

Key features of ~~his total compensation opportunity at his former employer.~~ Mr. Mattes’ ~~2013 total compensation program consists~~2015-2016 portion of the ~~following elements:~~Transformation Grant are described below and are identical to those governing the 2015-2016 performance periods under the Transformation Grants for the other NEOs:



~~2013 CEO Pay Element~~ Feature	Description
~~Base Salary~~	~~Annual rate of $775,000~~
Performance features	Year 2 (2015): 2015 EPS Year 3 (2016): 2016 FCF¹

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 No award was earned in 2015 because threshold performance of $1.85 EPS was not met

Target ~~Bonus~~opportunity²	~~120%~~ 267% of salary(62,684 performance-based shares)³

Disclosing the free cash flow performance targets for 2016, which we do not otherwise disclose publicly, would cause us competitive harm by potentially disrupting our customer relationships and providing competitors with insight to 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 external economic environment and our internal business transformation strategy.


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


³	Due to certain annual limits under the Plan, Mr. Mattes’ Transformation Grant was provided in two separate grants, with the first grant in 2014 covering the 2014 performance period (31,341 shares at target, or 133% of base salary), and the second grant in 2015 covering the 2015 and 2016 performance period (62,684 shares at target, or 267% of base salary).

Long-Term Incentives—Mr. Mattes’ Performance-Based Deferred Share Grant

Note: This grant does not represent targeted 2015 compensation. It relates solely to targeted 2014 LTI compensation that required two separate grants (one in 2014 and one in 2015) in order to comply with Plan limits.

In 2013, the Committee approved an ongoing LTI objective of providing 50% of regular annual LTI value in the form of performance-based shares. Due to annual grant limits in the Plan, the Committee was required to bifurcate the regular 2014 performance-based share grant into two grants, one in 2014 and one in 2015, in order to deliver competitive compensation and meet the targeted LTI value.

The 2015 portion of the regular 2014 grant was a grant of 48,466 performance-based deferred shares. The maximum was set at 100% of target, and a two-year non-GAAP cumulative EBITDA performance goal covering 2015-2016 was approved.

Long-Term Incentives—Mr. Mayes’ RSU Grant

In February 2015, the Committee approved a 10,000 share RSU grant, subject to two-year cliff vesting on the second anniversary of the grant date, in lieu of any changes to Mr. Mayes’ targeted compensation structure (i.e., base salary, target bonus, target LTI value). The objective of the grant was to retain Mr. Mayes’ leadership through the ongoing management restructuring that accompanied our multi-year business transformation.

Over the course of 2015, the implementation of our organizational restructuring strategy was accelerated. On July 24, 2015 Mr. Mayes’ position was eliminated, and he left the Company. Pro-rated vesting of this award accelerated upon termination. The value of the termination provisions for this award was partially in exchange for the enforceability

-39-

of the restrictive covenants. Please see "Payments and Benefits in connection with Mr. Mayes’ Separation" below for an explanation of compensation treatment for Mr. Mayes upon his employment termination.

Long-Term Incentives—Performance Share Grant for 2013-2015 Performance Period

The performance share grant covering the 2013-2015 performance period was based 50/50 on three-year cumulative TSR ranking vs. our custom compensation peer group and the S&P 400 Midcap Index companies. For the NEOs other than Mr. Mattes, the performance period covered January 1, 2013 through December 31, 2015. Mr. Mattes joined the Company on June 6, 2013. His award covers the performance period from his start date of June 6, 2013 through December 31, 2015.



	3-Year TSR Ranking		Payout Earned¹ (as % of Target)
Executive	Custom Peer Group	S&P 400 Midcap Index Companies	Custom Peer Group	S&P 400 Midcap Index Companies	Total	Payout Earned (# of Shares)
Mr. Mattes	39th	39th	32%	32%	64%	23,702
All other NEOs²	43rd	32nd	39%	0%	39%	Mr. Chapman: 1,245 Ms. Rutt: 2,096


~~Target LTI~~ ¹	~~350%~~ The 2013-2015 performance share grant set the threshold performance level at the 35^th percentile and the maximum performance level at the 80^th percentile. Threshold performance earns 50% of ~~base salary (actual 2013 equity grants are summarized in the chart above)~~target. Maximum performance earns 200% of target.


~~2013 Minimum Bonus~~ ²	~~Prorated target, based on days~~ Messrs. Leiken and Merz were not employed by us in 2013,
~~Inducement Equity Grant~~	~~$500,000~~ and so did not receive these grants. For explanation of ~~Diebold common stock~~compensation treatment upon Mr. Mayes’ employment termination, see the section "Payments and Benefits in connection with “clawback” provision; 100% repayment for voluntarily termination prior to one-year anniversary and 50% repayment for voluntarily termination after one-year anniversary, but prior to two-year anniversary
~~Financial Planning Services~~	~~Reimbursement not to exceed $12,000 annually~~
~~Executive Physical~~	~~Coverage consistent with all Vice Presidents (approximately $2,500 annual value)~~
~~Commuting Expenses~~	~~Reimbursed for up to one year; represents taxable income to~~ Mr. ~~Mattes with no income tax gross-up provided by the Company. Such reimbursement consists of an allowance of $2,900 per pay for travel and lodging.~~
~~Relocation Expenses~~	~~Benefits provided pursuant to our relocation policy, as well as certain additional expenses as may be approved by our Chairman.~~Mayes’ Separation" below.




³	~~For~~ ~~2013, this~~This column represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, for options awarded to the NEOs in ~~2013~~.2015. For more information regarding ~~2013~~2015 grants, see the “~~2013~~"2015 Grants of Plan-Based Awards ~~Table~~”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, ~~2013~~.2015. The specific terms of the stock options are discussed in more detail above under “~~Compensation~~"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 NEOs.

⁴

~~For~~ ~~2013, this~~This column reflects amounts earned by the NEOs under our Annual Cash Bonus Plan for the ~~2013~~2015 fiscal year, but that were not actually paid out until February ~~2014. For~~2016. Mr. ~~Mattes, however,~~Mayes’ amount was prorated based upon the amount reported in this column reflects only the amount earned by him under our Annual Cash Bonus Plan for the 2013 fiscal year above the minimum full target bonus guaranteed to Mr. Mattes under his 2013 compensation package, which guaranteed amount is instead reported under the “Bonus” column. For a more detailed descriptionportion of ~~the related performance measures for the Annual Cash Bonus Plan, see above under “Compensation Discussion and Analysis.~~”

2015 that he was employed.

⁵

~~For~~ ~~2013, these amounts shown are the~~The difference ~~(to the extent positive)~~ between 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,~~ ~~2013~~ ~~based on Scale AA~~2015 and the actuarial present value of pension benefits as of December 31, ~~2012~~2014 for those NEOs who participate in our pension plans was negative, as follows: Mr. Chapman, -$30,935; Ms. Rutt, -$42,214. The actuarial present value as of December 31, 2015 is calculated based on a 4.62% discount rate and the RP-2014 mortality tables, including the MP-2014 generational projection scales. The actuarial present value of pension benefits as of December 31, 2014 is based on a 4.21% discount rate and the ~~RP-2000 Combined Healthy~~RP-2014 Mortality Table for non-annuitants without collar adjustment with MP-2014 fully generational mortality improvement ~~to December 31, 2012 based on Scale AA. Further, the~~projection. The values were determined assuming the probability is nil that the NEO will terminate, retire, die or become disabled before their normal retirement ~~date.~~date (unless already known). The decreases in pension values are attributable to the increase in the discount rate from December 31, 2014 to December 31, 2015 and to the change in mortality assumption to better reflect current and future mortality improvements. There was no above-market or preferential interest earned by any NEO in ~~2013~~2015 on non-qualified deferred compensation. The actual changes in actuarial present values for Messrs. Chapman, Swidarski and Hunter were losses of $23,407, $1,305,939 and $29,581, respectively. The benefit values for Mr. Swidarski reflects his participation in the Qualified Retirement Plan, Pension SERP and Pension Restoration SERP based upon 16 years of service, as discussed further in “~~2013~~ ~~Pension and Retirement Benefits~~” below. The decreases in pension values for Messrs. Chapman, Swidarski and Hunter are attributable to the recognition of the actual form of payments elected in the Pension Restoration SERP and due to the increase in the interest rate used to value the liabilities. The increases in pension values shown above for Messrs. Deering and Mateo are attributable to the enhanced benefits available to them as part of the VERP and due to their election to receive the value of their Qualified Retirement Plan benefits as lump sums.

⁶

For ~~2013~~,2015, the amounts reported for ~~“All~~"All Other ~~Compensation”~~Compensation" consist of amounts provided to the NEOs as outlined in the table below, with respect toto: (a) ~~the use of a car or cash in lieu thereof (which was discontinued as of March 2013), (b) club memberships~~ for Mr. ~~Swidarski, (c)~~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, ~~(d)~~(c) financial planning services/tax assistance ~~(e)~~(including a gross up amount for Mr. Mayes for an adjustment to his financial planning/tax services), (d) dividend equivalents paid on unvested RSUs, orand (e) other. For NEOs, as applicable, the amount in column (e) reflects: expenses related to the Company’s sales awards recognition program (Mr. Chapman, $4,765; and Mr. Mayes, $149); the value of life insurance and AD&D premiums paid for the NEOs (Mr. Mattes, $1,620; Mr. Chapman, $972; Mr. Leiken, $972; Mr. Merz, $911; Ms. Rutt, $851; and Mr. Mayes, $1,336), the value of supplemental executive disability insurance premiums paid for the NEOs (Mr. Mattes, $5,394; Mr. Chapman, $3,189; Mr. Leiken, $3,452; Mr. Merz, $4,408; Ms. Rutt, $3,634; and Mr. Mayes, $4,547); and the approximate value of an annual physical exam provided to our executives (Mr. Chapman, $2,152; Ms. Rutt, $3,376; and Mr. Mayes, $2,172). The amount in column (e) for Mr. ~~Wallace on director deferred shares, (f) severance related~~Mayes also includes the following payments and ~~(g) other.~~

benefits accrued to him in connection with his departure under his separation agreement: cash severance, $2,035,000; the aggregate intrinsic value of in-the-money options accelerated upon his separation, $150,581; the aggregate value as of the separation date of the RSUs that vested upon his separation, $574,429; and the value as of year-end of the portion of his 2013-2015 performance-based share award earned, $189,868. Mr. Mayes also is entitled to certain other future payments and benefits under his separation agreement, which are subject to the non-competition, non-solicitation and confidentiality, cooperation and non-disparagement conditions of the agreement, and which have not been included in his 2015 all other compensation amount. Those potential future payments and benefits are described in detail and quantified in the "Payments and Benefits in Connection with Mr. Mayes’ Separation" section under "Potential Payments Upon Termination or Change in Control" and include payouts of a pro rata portion of his 2014-2016 and 2015-2017 performance-based share awards and certain health, welfare, disability, outplacement and financial planning benefits.

For Messrs. Deering, Swidarski, Hunter and Mateo, the amounts in column (f) include severance- or separation-related payments, accrued vacation and other miscellaneous benefits pursuant to their separation agreements. In addition, for Messrs. Deering, Swidarski and Mateo, the amounts in column (f) include the value of ~~stock option~~ awards accelerated pursuant to their separation agreements, with an aggregate intrinsic value (the difference between the closing market price of the company's shares on the effective date of their separation and the exercise price, multiplied by the number of "in-the-money" options) of ~~$27,387 for Mr. Deering; $2,486,734 for Mr. Swidarski; and $134,664 for Mr. Mateo, as also reflected in the "Post Termination Payments Table" below. For Messrs. Deering and Mateo, the amounts in column (f) also include incremental pension benefits attributable to the enhancements provided pursuant to the VERP of~~ ~~$24,117 for Mr. Deering; and $199,951~~ ~~for Mr. Mateo. For further explanation and discussion of these amounts in column (f) related to Messrs. Deering, Swidarski, Hunter and Mateo, see "Separation Agreements" under "Compensation Discussion and Analysis" above.~~

For NEOs, as applicable, the amount in column (g) reflects the approximate value of an annual physical exam provided to our executives. For Mr. Mattes the amount in column (g) also includes $19,405 for reimbursement of attorney's fees in connection with his employment agreement and $34,800 for commuting expenses. For Mr. Byerly the amount in column (g) also includes $135,581 for expenses in connection with his relocation to Ohio. For Messrs. Mayes and Mateo, the amounts in column (f) include expenses related to the company's sales awards recognition program. For Mr. Wallace, the amount in column (g) reflects Chairman/Board/Committee fees he received during 2013, which are ~~discussed in more detail under "2013 Director Compensation" above.~~

~~Table of Contents~~

All Other Compensation
($)
Named Executive Officer (a) (b) (c) (d) (e) (f) (g)
Andreas W. Mattes - - 17,765 9,970 9,892 - 58,105
Christopher A. Chapman - - 4,590 - 1,876 - 3,900
George S. Mayes, Jr. 2,281 - 146,448 10,000 25,612 - 9,456
Lance A. Byerly - - 5,397 - 10,188 - 139,881
Dennis D. Deering 2,469 - 4,590 - 2,341 544,976 -
Henry D. G. Wallace - - - - 24,380 - 199,625
Thomas W. Swidarski 1,872 1,600 1,105 1,600 - 5,947,423 -
Bradley C. Richardson 1,800 - 16,742 10,019 17,483 - -
M. Scott Hunter 1,574 - 4,590 - 6,884 1,287,923 -
Miguel A. Mateo 1,574 - 3,060 - 12,749 999,625 5,135



	All Other Compensation
Named Executive Officer		(a)	(b)	(c)	(d)	(e)
Andreas W. Mattes		$137,489	96,241	12,000	70,254	7,014
Christopher A. Chapman		—	9,540	1,152	12,662	11,078
Jonathan B. Leiken		—	11,571	7,500	2,897	4,424
Stefan E. Merz		—	28,626	5,800	10,675	5,319
Sheila M. Rutt		—	25,495	10,000	14,784	7,861
George S. Mayes, Jr.		—	18,811	10,192	19,725	2,958,082



⁷	This amount reflects salary earned for 2015 and cash paid to Mr. ~~Mattes was appointed President and Chief Executive Officer, and Director, as~~Mayes in lieu of ~~June 6, 2013, and he officially assumed the principal executive officer role effective as of August 15, 2013.~~vacation in connection with his departure.

-46-

2015 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. ($)	Thresh. (#)	Target (#)	Max. (#)			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards⁵ ($)
Andreas W. Mattes	2/5/15	-	-	-	-	-	-	-	200,000	32.33	1,408,680
	2/5/15	-	-	-	-	-	-	23,721	-	-	766,900
	2/5/15	-	-	-	29,519	59,037	118,074	-	-	-	1,911,323
	2/5/15	-	-	-	24,233	48,466	48,466	-	-	-	1,566,906
	2/5/15	-	-	-	56,416	62,684	68,953	-	-	-	2,026,574
	-	562,500	1,312,500	2,625,000	-	-	-	-	-	-	-
Christopher A. Chapman	2/5/15	-	-	-	-	-	-	-	37,445	32.33	263,740
	2/5/15	-	-	-	-	-	-	4,408	-	-	142,511
	2/5/15	-	-	-	5,510	11,020	22,040	-	-	-	356,773
	-	180,000	450,000	900,000	-	-	-	-	-	-	-
Jonathan B. Leiken	2/5/15								21,397	32.33	150,708
	2/5/15							2,519			81,439
	2/5/15				3,149	6,297	12,594				203,865
	-	160,000	400,000	800,000
Stefan E. Merz	2/5/15	-	-	-	-	-	-	-	20,060	32.33	141,291
	2/5/15	-	-	-	-	-	-	2,361	-	-	76,331
	2/5/15	-	-	-	2,952	5,904	11,808	-	-	-	191,142
	-	140,000	320,000	640,000	-	-	-	-	-	-	-
Sheila M. Rutt	2/5/15	-	-	-	-	-	-	-	18,723	32.33	131,874
	2/5/15	-	-	-	-	-	-	2,204	-	-	71,255
	2/5/15	-	-	-	2,755	5,510	11,020				178,386
	-	122,500	262,500	525,000	-	-	-	-	-	-	-
George S. Mayes, Jr.	2/5/15	-	-	-	-	-	-	-	73,553	32.33	518,063
	2/5/15	-	-	-	-	-	-	8,659	-	-	279,945
	2/5/15	-	-	-	10,824	21,647	43,294	-	-	-	700,822
	-	187,000	467,500	935,000
	3/16/15	-	-	-	-	-	-	10,000	-	-	338,500



⁸	~~Mr. Chapman began serving as the Company's interim principal financial officer effective as of November 6, 2013.~~


⁹¹	~~Mr. Deering retired from the Company effective as of December 31, 2013 under the VERP. For further explanation and discussion, see "Retirement" under "Compensation Discussion and Analysis" above.~~

¹⁰

Mr. Wallace was appointed as the Executive Chairman of the Board effective as of January 19, 2013 until August 14, 2013, when Mr. Mattes assumed the principal executive officer role. During this period, he received both executive and director compensation, with executive compensation reflected in the "Salary" column above, and director compensation reflected in the "Stock Awards" and "All Other Compensation" columns above. For further explanation and discussion, see "~~2013 Director Compensation" and "2013 NEO Compensation Highlights - Target Compensation Structure" under "Compensation Discussion and Analysis" above.~~


¹¹	As disclosed in the Company's 2013 proxy statement, Mr. Swidarski stepped down as the Company's President and Chief Executive Officer effective as of January 19, 2013. For further explanation and discussion, see "~~Separation Agreements" under "Compensation Discussion and Analysis" above.~~


¹²	~~Mr. Richardson resigned as the Company's Executive Vice President and Chief Financial Officer as of November 5, 2013.~~


¹³	~~Mr. Hunter stepped down as the Company's Vice President, Treasurer and Chief Tax Officer as of November 8, 2013. For further explanation and discussion, see "Separation Agreements" under "Compensation Discussion and Analysis" above.~~


¹⁴	~~Mr. Mateo retired from the Company effective as of November 29, 2013 under the VERP. For further explanation and discussion, see "Retirement" under "Compensation Discussion and Analysis" above.~~

~~Table of Contents~~

~~2013~~ ~~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.
(#)

Andreas W. Mattes 6/6/2013 - - - - - - - 98,082 31.92 813,747
8/15/2013 - - - - - - 15,343 - - 475,633
6/6/2013 - - - - - - 17,203 - - 549,120
6/6/2013 - - - 9,258 37,033 74,066 - - - 1,079,512
6/6/2013 - 529,973 1,059,946 - - - - - - -
Christopher A. Chapman⁷
2/6/2013 - - - - - - - 7,540 29.87 57,095
2/6/2013 - -
- - - - 1,277 - - 38,144
2/6/2013 - - - 798 3,192 6,384 - - - 93,047
2/6/2013 49,588 123,969 247,938 - - - - - - -
11/4/2013 - - - - - - 2,000 - - 59,460
George S. Mayes, Jr. 2/6/2013 - - - - - - - 44,379 29.87 336,051
2/6/2013 - - - - - - 7,515 - - 224,473
2/6/2013 - - - 4,697 18,787 37,574 - - - 547,641
2/6/2013 160,000 400,000 800,000 - - - - - - -
Lance A. Byerly 2/6/2013 - - - - - - - 10,981 29.87 83,151
2/6/2013 - - - - - - 1,859 - - 55,528
2/6/2013 - - - 1,162 4,649 9,298 - - - 135,518
2/6/2013 105,000 262,500 525,000 - - - - - - -
Dennis D. Deering 2/6/2013 - - - - - - 636 - - 18,997
2/6/2013 47,000 117,500 235,000 - - - - - - -
Henry D. G. Wallace 4/25/2013 - - - - - - 4,200 - - 124,866
Thomas W. Swidarski - - - - - - - - - - -
Bradley C. Richardson 2/6/2013 - - - - - - - 31,124 29.87 235,680
2/6/2013 - - - - - - 5,270 - - 157,415
2/6/2013 - - - 3,294 13,176 26,352 - - - 384,080
2/6/2013 156,010 390,024 780,048 - - - - - - -
M. Scott Hunter 2/6/2013 - - - - - - - 7,540 29.87 57,095
2/6/2013 - - - - - - 1,277 - - 38,144
2/6/2013 - - - 798 3,192 6,384 - - - 93,047
2/6/2013 48,000 120,000 240,000 - - - - - - -
Miguel A. Mateo 2/6/2013 - - - - - - - 8,575 29.87 64,932
2/6/2013 - - - - - - 1,452 - - 43,371
2/6/2013 - - - 908 3,630 7,260 - - - 105,815
2/6/2013 55,000 137,500 275,000 - - - - - - -

These columns present information about the potential ~~payout~~payouts under our Annual Cash Bonus Plan for fiscal year ~~2013~~. For Mr. Mattes, however, the opportunities reported in these columns reflect only the amount that could be earned by him under our Annual Cash Bonus Plan for the 2013 fiscal year above the minimum full target bonus guaranteed to Mr. Mattes under his 2013 compensation package.2015. The actual amount paid in February ~~2014~~2016 for each NEO is reflected above in the “~~2013~~"2015 Summary Compensation ~~Table~~”Table" under the ~~“Non-Equity~~"Non-Equity Incentive Plan ~~Compensation” column and in addition, for Mr. Mattes, the minimum guaranteed payout at target under the "Bonus"~~Compensation" column. For a more detailed description of the related performance measures for our Annual Cash Bonus Plan, see above under “~~Compensation~~"Compensation Discussion and Analysis.”"

These columns present information about ~~performance~~performance-based LTI shares awarded during ~~2013~~2015 pursuant to the ~~1991 Plan.~~Plan for each NEO, and also include for Mr. Mattes his 2015-2016 performance-based deferred shares award and his 2015-2016 Transformation Grant. The ~~performance measures~~payout of the annual performance-based LTI shares will be determined based on the achievement of specific relative TSR and cumulative adjusted EBITDA goals calculated over the three-year period beginning on January 1, ~~2013~~2015 and ending on December 31, ~~2015. No~~2017. The maximum award amount for the annual performance-based LTI awards is 200% of the target amount, which will be earned only if we achieve maximum performance pursuant to that grant’s specific performance measures, and no amount is payable unless the threshold performance is ~~exceeded.~~met. The amount to be earned under Mr. Mattes’ 2015-2016 performance-based deferred shares award will be based on the achievement of a two-year non-GAAP cumulative EBITDA goal. The maximum was set at 100% of the target for Mr. Mattes’ 2015-2016 performance-based deferred shares grant, and the threshold payout was set at 50% of the target for this award. Payout for Mr. Mattes’ Transformation Grant will be based on achievement of specific goals established for 2015 and 2016. No amount is payable for this Transformation Grant unless the threshold performance is met, and the maximum award amount ~~which can be up to 200%~~of 110% of the target amount will be earned only if we achieve maximum ~~performance.~~performance pursuant to that grant’s specific performance measures. For a more detailed description of ~~the performance shares~~these awards and the related performance measures, see ~~above under “Compensation~~the related descriptions in the "Compensation Discussion and Analysis.”

~~Except for Mr. Wallace, this~~This column presents information about RSUs awarded during ~~2013~~2015 pursuant to the ~~1991~~ Plan. For a more detailed description of the RSUs, see above under “~~Compensation~~"Compensation Discussion and ~~Analysis~~.” For Mr. Wallace, this column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for deferred shares granted to Mr. Wallace as of April 24, 2013, with a closing price of our common shares on that date of $29.73. For Mr. Mattes, this column also presents information about his inducement grant of unrestricted shares. For a more detailed description of this inducement grant, see above under “~~Compensation Discussion and~~ Analysis.”


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 ~~2013~~.2015. For a more detailed description of the stock options, see above under “~~Compensation~~"Compensation Discussion and Analysis.” "

-47-




⁵	For ~~performance~~the annual performance-based LTI shares, the grant date fair value of ~~$29.15~~the relative TSR-based portion of the awards of $32.42 per share as of the grant date was calculated using a Monte Carlo simulation model that considers the likelihood of our TSR ending at various percentile levels 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~~expected stock price at those levels and which reflects the probable outcome of the performance conditions at target as of the grant date, 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%~~0.90%, which is ~~the~~an estimated interest rate for a zero-coupon U.S. government bond with a ~~maturity~~term commensurate with the remaining term of ~~three~~the performance period as of the grant date (2.91 years), calculated by linear interpolation of the interest rates on the grant date for zero coupon U.S. government bonds with maturities of 2.50 and 3.0 years; (c) volatility of ~~30.6%~~24.22%, calculated using the adjusted daily ~~ending~~ stock ~~price~~prices for the ~~equivalent~~2.91 year period ~~to the expected term~~ prior to grant date; and (d) a dividend yield of ~~3.85%~~3.55% as of the grant date. The grant date fair value of the cumulative adjusted EBITDA-based portion of the annual performance-based LTI shares was based on the closing price of our common shares on the grant date and on an assumption of target level achievement of the cumulative adjusted EBITDA goal. For Mr. Mattes’ Transformation Grant, the grant date fair value is calculated based upon the closing price of our common shares on the grant date and based on the probable outcome of the performance conditions for 2015 and 2016 (i.e., the target level of performance). The grant date fair value for Mr. Mattes’ 2015-2016 performance-based deferred shares grant is calculated using the closing price of our common shares on the grant date and assumes that the target (and maximum) non-GAAP cumulative EBITDA performance goal is achieved. For RSUs, the fair value is calculated using the closing market price of the shares on the February 5, 2015 grant date of $32.33, 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 $7.0434, 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 4 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2015.

Mattes Amended and Restated Employment Agreement

~~Table of Contents~~

using the closing market price of the shares on the February 6, 2013 grant date of $29.87, on the June 6, 2013 grant date of $31.92 and on the November 4, 2013 grant date of $29.84, 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 Mr. Mattes' inducement grant, the fair value is calculated using the closing market price of the shares on the August 15, 2013 grant date of $31.00. For stock options, the fair value was calculated using the Black-Scholes value on the grant date of $7.57 (and for Mr. Mattes, $8.30), 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, 2013~~.

~~Until his separation from the Company on January 19, 2013, we were party to an employment agreement with Mr. Swidarski.~~ In ~~addition, in~~ June 2013, we entered into an employment agreement with Mr. Mattes in connection with his appointment as our President and CEO. ~~For more information about these~~We amended that agreement on July 24, 2015 in order to align the "change-in-control" definition and the "cause" definition that applies in the two-year period following a change-in-control as stated in Mr. Mattes’ employment agreement with the definitions used in the change-in-control agreements with our other executives. In addition, the amendments to the agreement also included:

A two-year term (through July 24, 2017) with automatic one-year renewals unless either party provides at least six months’ notice that the agreement should not be renewed;

"Termination without cause" benefits if we do not renew Mr. Mattes agreement and his employment does not continue;

An extension of the exercise period for stock options and stock appreciation rights following termination from three months to twelve months, consistent with the Senior Leadership Severance Plan; and

Forfeiture of severance (in whole or in part) to eliminate excise tax, but only if it results in a better net-of-tax result for Mr. ~~Swidarski's~~Mattes.

Pursuant to the agreement, Mr. Mattes is entitled to receive an annual base salary of not less than $937,500 and is eligible for annual incentive awards as determined by the Company in its sole discretion. 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) or if we decide not to renew Mr. Mattes’ agreement and his employment ends, 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 the shorter of (i) 24 months and (ii) the date he receives equivalent coverage from a subsequent employer, and (A) any outstanding and unvested stock options will immediately

-48-

vest and remain exercisable for twelve months (or the earlier expiration), (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 for Transformation Grant shares which will be forfeited).

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 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 our 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 the shorter of (i) 24 months and (ii) the date he receives equivalent coverage from a subsequent employer, and (A) any outstanding and unvested stock options will immediately vest and remain exercisable for twelve months (or the earlier expiration), (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 which will be earned at 100% as long as Mr. Mattes is employed at the end of the performance period or was terminated without cause or with good reason).

The employment agreement also provides that Mr. Mattes will not (i) compete with us 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 Section 280G of the Internal Revenue Code.

Mayes Separation Agreement

As disclosed above, Mr. Mayes left the Company on July 24, 2015, and we entered into a separation agreement ~~see “~~and release with Mr. Mayes on September 1, 2015. Mr. Mayes’ "All Other Compensation" amount for 2015 includes payments and benefits accrued to him in connection with his departure, and amounts payable in the future under his separation agreement are described in the "~~Employment~~Potential Payments Upon Termination or Change in Control" section under the caption "Payments and Benefits in Connection with Mr. Mayes’ Separation ~~Agreements” above under “Compensation Discussion and Analysis~~.~~” During 2013 we were also party to certain separation agreements with Messrs. Deering, Hunter and Mateo. For more information about these separation agreements, see “~~"~~Separation Agreements” above under “Compensation Discussion and Analysis.” For additional information about the relationship of base salary, annual bonus and LTI to total compensation for the NEOs, see above under “Compensation Discussion and Analysis.~~”

-49-

Outstanding Equity Awards at ~~2013~~2015 Fiscal Year-End

The following table provides information relating to exercisable and unexercisable stock options as of December 31, ~~2013~~2015 for the NEOs. In addition, the following table provides information relating to grants of RSUs, deferred shares and ~~performance shares~~performance-based awards to the NEOs that had not yet vested as of December 31, ~~2013~~.2015. No stock appreciation rights were outstanding as of December 31, ~~2013~~.2015.


		Option Awards¹							Stock Awards
		Number of Securities Underlying Unexercised Options			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)									Option Awards¹					Stock Awards
										Equity Incentive Plan Awards:		Number of Securities Underlying Unexercised Options							Equity Incentive Plan Awards:
Name	Grant Date of Award	Number of Securities Underlying Unexercised Options		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 ($)	Grant Date of Award	Exercisable (#)	Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	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	64,734	33,348	—	31.92	6/6/2023	—			—
													2/11/2014	51,588	103,178	—	34.13	2/11/2024	—			—
													2/5/2015	—	200,000	—	32.33	2/5/2025	—			—
													6/6/2013	—					17,203	517,638	—	—
													2/11/2014	—					20,166	606,795	—	—
													2/5/2015	—					23,721	713,765	—	—
													6/6/2013⁵	—					23,702	713,193	—	—
													2/11/2014	—							26,181	787,786
	6/6/2013	—	98,082		—		31.92	6/6/2023	—	—	—	—	2/5/2015	—							59,037	1,776,423
	6/6/2013	—			—		—	—	17,203	567,871	—	—	2/5/2015	—							48,466	1,458,342
	6/6/2013	—			—		—	—	—	—	9,258	305,607	2/5/2015	—							28,208	848,779
Christopher A. Chapman	2/20/2006	700	—		—		39.43	2/20/2016	—	—	—	—	2/20/2006	700	—		39.43	2/20/2016	—			—
	2/14/2007	1,250	—		—		47.27	2/14/2017			—	—	2/14/2007	1,250	—		47.27	2/14/2017	—			—
	2/11/2009	1,250	—		—		24.79	2/11/2019	—	—	—	—	2/11/2009	1,250	—		24.79	2/11/2019	—			—
	2/11/2010	1,250			—		27.88	2/11/2020	—	—	—	—	2/11/2010	2,500	—		27.88	2/11/2020	—			—
	2/10/2011	3,500			—		32.67	2/10/2021	—	—	—	—	2/10/2011	7,000	—		32.67	2/10/2021	—			—
	2/8/2012	2,375	7,125		—		34.89	2/8/2022	—	—	—	—	2/8/2012	7,125	2,375	—	34.89	2/8/2022	—			—
	2/6/2013	—	7,540		—		29.87	2/6/2023	—	—	—	—	2/6/2013	4,976	2,564	—	29.87	2/6/2023	—			—
	2/11/2010	—			—		—	—	2,000	66,020	—	—	2/11/2014	3,388	6,778	—	34.13	2/11/2024	—			—
	2/10/2011	—			—		—	—	4,000	132,040	—	—	2/5/2015	—	37,445	—	32.33	2/5/2025	—			—
	2/10/2011	—			—		—	—	1,250	41,263	—	—	2/11/2010	—					2,000	60,180	—	—
	2/8/2012	—			—		—	—	1,300	42,913	—	—	2/6/2013	—					1,277	38,425	—	—
	2/6/2013	—			—		—	—	1,277	42,154	—	—	11/4/2013	—					2,000	60,180	—	—
	11/4/2013	—			—		—	—	2,000	66,020	—	—	2/11/2014	—					1,325	39,869	—	—
	2/10/2011	—			—		—	—	—	—	563	18,585	2/5/2015	—					4,408	132,637	—	—
	2/8/2012	—			—		—	—	—	—	750	24,758	2/6/2013⁵	—					1,245	37,462	—	—
	2/6/2013	—			—		—	—	—	—	798	26,342	1/15/2014	—							1,916	57,652
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	3,750			—		27.88	2/11/2020	—	—	—	—
	2/10/2011	10,000			—		32.67	2/10/2021	—	—	—	—
	2/8/2012	6,250	18,750		—		34.89	2/8/2022	—	—	—	—
	2/6/2013	—	44,379		—		29.87	2/6/2023	—	—	—	—
	2/11/2010	—			—		—	—	5,000	165,050	—	—
	2/10/2011	—			—		—	—	4,500	148,545	—	—
	2/8/2012	—			—		—	—	4,500	148,545	—	—
	2/6/2013	—			—		—	—	7,515	248,070	—	—
	2/10/2011	—			—		—	—	—	—	1,625	53,641
	2/8/2012	—			—		—	—	—	—	1,875	61,894
	2/6/2013	—			—		—	—	—	—	4,697	155,048
Lance A. Byerly	6/25/2012	6,250	18,750		—		36.13	6/25/2022	—	—	—	—
	2/6/2013	—	10,981		—		29.87	2/6/2023	—	—	—	—
	6/25/2012	—			—		—	—	7,000	231,070	—	—
	2/6/2013	—			—		—	—	1,859	61,366	—	—
	6/25/2012	—			—		—	—	—	—	1,563	51,595
	2/6/2013	—			—		—	—	—	—	1,162	38,358
Christopher A. Chapman													2/11/2014	—							3,312	99,658
													2/5/2015	—							11,020	331,592
													2/5/2015	—	21,397	—	32.33	2/5/2025	—			—
													2/5/2015	—					2,519	75,797	—	—
													5/29/2014	—							3,211	96,619
													2/5/2015	—							6,297	189,477

-50-

~~Table of Contents~~

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
Vested⁴
(#)
Market or Payout Value
of Unearned Shares,
Units or Other Rights
That Have Not Vested⁴
($)
Dennis D. Deering 2/11/2004 1,800 — — 53.10 2/11/2014 — — — —
2/10/2005 1,700 — — 55.23 2/10/2015 — — — —
2/20/2006 2,100 — — 39.43 2/20/2016 — — — —
2/14/2007 2,500 — — 47.27 2/14/2017 — — — —
2/11/2010 750 — — 27.88 2/11/2020 — — — —
2/10/2011 3,000 — — 32.67 2/10/2021 — — — —
2/8/2012 3,000 — — 34.89 2/8/2022 — — — —
2/10/2011 — — — — — 681 22,480 — —
2/8/2012 — — — — — 448 14,788 — —
2/6/2013 — — — — — 195 6,437 — —
Henry D. G. Wallace 4/22/2004 4,500 — — 49.24 4/22/2014 — — — —
4/28/2005 4,500 — — 48.47 4/28/2015 — — — —
4/27/2006 4,500 — — 42.24 4/27/2016 — — — —
4/25/2013 — — — — — 4,200 138,642 — —
Thomas W. Swidarski 2/11/2004 25,000 — — 53.10 2/11/2014 — — — —
2/10/2005 22,900 — — 55.23 2/10/2015 — — — —
2/8/2012 174,000 — — 34.89 2/8/2022 — — — —
2/14/2011 — — — — — — — 7,552 249,292
2/8/2012 — — — — — — — 4,695 154,982
Bradley C. Richardson 2/10/2011 15,000 — — 32.67 2/10/2021 — — — —
2/8/2012 10,000 — — 34.89 2/8/2022 — — — —
M. Scott Hunter 2/11/2004 1,800 — — 53.10 2/11/2014 — — — —
2/10/2005 1,700 — — 55.23 2/10/2015 — — — —
2/20/2006 3,500 — — 39.43 2/20/2016 — — — —
2/14/2007 3,500 — — 47.27 2/14/2017 — — — —
2/8/2012 2,375 — — 34.89 2/8/2022 — — — —
Miguel A. Mateo 2/11/2004 5,000 — — 53.10 2/11/2014 — — — —
2/10/2005 4,700 — — 55.23 2/10/2015 — — — —
2/20/2006 4,000 — — 39.43 2/20/2016 — — — —
2/14/2007 5,000 — — 47.27 2/14/2017 — — — —
2/13/2008 5,000 — — 25.53 2/13/2018 — — — —
2/11/2009 7,000 — — 24.79 2/11/2019 — — — —
2/11/2010 7,000 — — 27.88 2/11/2020 — — — —
2/10/2011 8,500 — — 32.67 2/10/2021 — — — —
2/8/2012 9,500 — — 34.89 2/8/2022 — — — —
2/6/2013 8,575 — — 29.87 2/6/2023 — — — —
2/11/2010 — — — — — 1,096 36,179 — —
2/10/2011 — — — — — 4,723 155,906 — —
2/10/2011 — — — — — 1,181 38,985 — —
2/8/2012 — — — — — 795 26,243 — —
2/6/2013 — — — — — 404 13,336 — —
2/10/2011 — — — — — — — 669 22,084
2/8/2012 — — — — — — — 479 15,812
2/6/2013 — — — — — — — 278 9,177



		Option Awards¹					Stock Awards
		Number of Securities Underlying Unexercised Options							Equity Incentive Plan Awards:
Name	Grant Date of Award	Exercisable (#)	Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	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 ($)
Stefan E. Merz	2/11/2014	4,916	9,834	—	34.13	2/11/2024	—	—	—	—
	2/5/2015	—	20,060	—	32.33	2/5/2025	—	—	—	—
	8/1/2013	—	—	—	—	—	5,000	150,450		—
	2/11/2014	—	—	—	—	—	1,922	57,833	—	—
	2/5/2015	—	—	—	—	—	2,361	71,042	—	—
	1/15/2014	—	—	—	—	—	—	—	2,958	89,006
	2/11/2014	—	—	—	—	—	—	—	4,805	144,582
	2/5/2015	—	—	—	—	—	—	—	5,904	177,651
Sheila M. Rutt	2/20/2006	8,000	—	—	39.43	2/20/2016	—	—	—	—
	2/14/2007	7,500	—	—	47.27	2/14/2017	—	—	—	—
	2/10/2011	12,000	—	—	32.67	2/10/2021	—	—	—	—
	2/8/2012	12,375	4,125	—	34.89	2/8/2022	—	—	—	—
	2/6/2013	4,188	4,317	—	29.87	2/6/2023	—	—	—	—
	2/11/2014	5,125	10,251	—	34.13	2/11/2024	—	—	—	—
	2/5/2015	—	18,723	—	32.33	2/5/2025
	2/11/2010	—	—	—	—	—	4,000	120,360	—	—
	1/14/2013	—	—	—	—	—	2,500	75,225	—	—
	2/6/2013	—	—	—	—	—	2,149	64,663	—	—
	2/11/2014	—	—	—	—	—	2,003	60,270	—	—
	2/5/2015	—	—	—	—	—	2,204	66,318	—	—
	2/6/2013⁵	—	—	—	—	—	2,096	63,069	—	—
	1/15/2014	—	—	—	—	—	—	—	2,803	84,342
	2/11/2014	—	—	—	—	—	—	—	5,009	150,721
	2/5/2015	—	—	—	—	—	—	—	5,510	165,796
George S. Mayes Jr.	2/20/2006	8,000	—	—	39.43	2/20/2016	—	—	—	—
	2/14/2007	9,500	—	—	47.27	7/31/2016	—	—	—	—
	2/11/2009	3,750	—	—	24.79	7/31/2016	—	—	—	—
	2/11/2010	7,500	—	—	27.88	7/31/2016	—	—	—	—
	2/10/2011	20,000	—	—	32.67	7/31/2016	—	—	—	—
	2/8/2012	25,000	—	—	34.89	7/31/2016	—	—	—	—
	2/6/2013	44,379	—	—	29.87	7/31/2016	—	—	—	—
	2/11/2014	62,405	—	—	34.13	7/31/2016	—	—	—	—
	2/5/2015	73,553	—	—	32.33	7/31/2016	—	—	—	—
	2/11/2014	—	—	—	—	—	—	—	11,294	339,836
	2/5/2015	—	—	—	—	—	—	—	4,812	144,793



¹	All stock options outstanding at the ~~2013~~2015 fiscal year-end ~~except~~which were issued prior to 2013 ~~grants~~ vest ratably over a four-year period beginning on the first anniversary of the date of grant. ~~2013~~All stock option grants outstanding at the 2015 fiscal year-end which were issued in and after 2013 vest ratably over a three-year period beginning on the first anniversary of the date of grant.

This column reflects unvested RSUs granted to the NEOs ~~(or deferred shares for Mr. Wallace)~~ that had not yet vested as of December 31, ~~2013.~~2015. The RSUs included in this column have a three-year cliff ~~vest. The deferred shares~~ vest, ~~one year from~~except for the ~~date of grant, but receipt is deferred until the latest of (1) three years from the date of grant, (2) Mr. Wallace’s retirement from the Board or (3) Mr. Wallace’s attainment of the age of 65.~~RSUs granted on 2/11/2010, which vest on 2/11/2017.


³	The market value was calculated using the closing price of our common shares of ~~$33.01~~$30.09 as of December 31, ~~2013.~~2015.

-51-



⁴	These columns report the ~~performance~~performance-based shares granted to the NEOs for the ~~2011-2013, 2012-2014~~2014-2016 and ~~2013-2015~~2015-2017 performance periods, as ~~applicable.~~applicable, and also include the NEOs’ outstanding Transformation Grants at year-end. For ~~all three~~the 2014-2016 performance periods, the current performance as of December 31, ~~2013~~2015 was above threshold, but below ~~threshold, so~~target, and therefore, the awards are reported at target. For the 2015-2017 performance periods, relative TSR was above threshold but below target, and we have included the awards at target. The 2014-2016 and 2015-2017 performance-based LTI awards are scheduled to vest and be paid in February 2017 and February 2018, respectively. The numbers of unearned shares reported for the Transformation Grants in this column include only the threshold ~~level~~number of shares for ~~these periods.~~the 2016 portion of the awards, which are scheduled to vest in 2017 following the end of the performance period. There is no performance yet achieved for the 2016 performance period for the Transformation Grants. The award opportunities with respect to the 2015 portions of the Transformation Grants were forfeited because EPS performance was below the 2015 target. The shares that were earned under the 2014 portions of the NEOs Transformation Grants vested and were paid in February 2015 and are included below in the 2015 Option Exercises and Stock Vested Table. Market value is calculated using the closing price of our common shares as of December 31, 2015.

⁵	Amounts represent 2013-2015 performance-based share awards. The number of shares set forth in this row are the actual number of shares earned, as determined by the Compensation Committee following the end of the performance period. These awards vested and were paid in February 2016.

~~Table of Contents~~

~~2013~~2015 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
($)
Andreas W. Mattes - - - -
Christopher A. Chapman - - 1,350 40,448
George S. Mayes, Jr. - - 8,650 256,245
Lance A. Byerly - - - -
Dennis D. Deering 7,750 47,850 700 21,063
Henry D. G. Wallace - - - -
Thomas W. Swidarski 432,257 1,296,189 88,870 2,872,119
Bradley C. Richardson 41,250 243,658 4,950 148,380
M. Scott Hunter 20,624 144,046 2,825 84,173
Miguel A. Mateo - - 1,750 52,263



	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting¹ ($)
Andreas W. Mattes	—	—	29,307	1,018,418
Christopher A. Chapman	—	—	3,289	111,888
Jonathan B. Leiken	—	—	1,946	67,624
Stefan E. Merz	—	—	3,072	106,752
Sheila M. Rutt	—	—	5,211	176,827
George S. Mayes, Jr.	—	—	35,218	1,174,937



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.~~

~~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. The value realized for Mr. Mayes’ RSUs (17,091 of the reported shares) is calculated by multiplying the shares of stock by the close price on his separation date ($33.61), and the value realized for Mr. Mayes’ 2013-2015 performance-based share award (6,310 of the reported shares) is calculated using our closing price on December 31, 2015. As settlement of Mr. Mayes' RSUs and 2013-2015 performance-based share award was delayed until 2016 in accordance with 409A and his separation agreement, the value of the shares to Mr. Mayes on the payment dates differed from that in the table.

~~2013~~2015 Pension and Retirement Benefits

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 17.3333 $150,401 -
Pension Restoration SERP 17.3333 $69,831
George S. Mayes, Jr. - - - -
Lance A. Byerly - - - -
Dennis D. Deering ²
Qualified Retirement Plan 35.5833 $882,908 -
Henry D. G. Wallace - - - -
Thomas W. Swidarski Qualified Retirement Plan 16.4167 $341,753 -
Pension SERP 16.4167 $1,005,746 $61,987
Pension Restoration SERP 16.4167 $1,598,752 $98,535
Bradley C. Richardson - - - -
M. Scott Hunter Qualified Retirement Plan 10.5000 $166,940 -
Pension Restoration SERP 10.5000 $91,855 -
Miguel A. Mateo ³
Qualified Retirement Plan 33.5000 $1,135,280 $1,135,280
Pension Restoration SERP 33.5000 $569,323 -



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	19.3333	219,971	-
Christopher A. Chapman	Pension Restoration SERP	19.3333	104,408	-
Jonathan B. Leiken	-	-	-	-
Stefan E. Merz	-	-	-	-
Sheila M. Rutt	Qualified Retirement Plan	15.2500	230,780	-
	Pension SERP	15.2500	86,282	-
	Pension Restoration SERP	15.2500	269,020	-
George S. Mayes, Jr.	-	-	-	-



¹	The values are determined based on a ~~5.09%~~4.62% discount rate and the ~~RP-2000 Combined Healthy Mortality Table with projected~~RP-2014 mortality ~~improvement to December 31,~~ ~~2013~~ ~~based on Scale AA~~tables, including the MP-2014 generational projection scales and are calculated assuming that the probability is nil that ana NEO terminates, dies, retires or becomes disabled before normal retirement date.


²	Mr. Deering was paid a lump sum of $882,908 equal to the value of his enhanced Qualified Retirement Plan Benefit in early January 2014, as part of a one-time voluntary early retirement program for eligible participants to elect a lump sum.


³	Mr. Mateo was paid a lump sum equal to the value of his enhanced Qualified Retirement Plan Benefit in December 2013, as part of a one-time voluntary early retirement program for eligible participants to elect a lump sum.

~~Messrs. Deering, Swidarski, Hunter and Mateo participated in, and~~ Mr. Chapman and Ms. Rutt currently ~~participates~~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

~~Table of Contents~~

Qualified Retirement Plan. ~~Mr. Swidarski participated~~Accruals in the ~~Pension Restoration SERP~~Qualified Retirement Plan and the ~~Pension SERP. Messrs. Hunter and Mateo participated in the Pension Restoration SERP and Mr. Chapman currently 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;

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

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 ($255,000~~in ~~2013~~).year. The participant’s individual ~~“Covered Compensation”~~"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 2013 to provide the limited-time VERP to any participant whose age plus years of service equaled 70 or more points. In addition, we amended the Qualified Retirement Plan to cease all future benefit accruals after December 31, 2013.

Messrs. Deering and Mateo were the only NEOs who were eligible for the enhancements provided under the VERP. Those enhancements included the addition of up to two years to age, up to two years to service and up to two years to the maximum service cap under the Qualified Retirement Plan. In addition, associates electing to retire during the limited-time program were permitted to receive their pension benefits under the Qualified Retirement Plan as a lump sum. Both Messrs. Deering and Mateo elected to retire and to receive their pension benefits under the Qualified Retirement Plan as lump sums.

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, Hunter,~~Mr. Chapman and ~~Mateo~~Ms. Rutt are the only NEOs who ~~participated~~participate in the Pension Restoration ~~SERP in 2013.~~SERP. The Pension Restoration SERP was amended in 2013 to freeze all future benefit accruals after December 31, 2013. ~~The VERP enhancements provided under the Qualified Retirement Plan did not apply under the Pension Restoration SERP.~~

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.

~~Table of Contents~~

Accrued benefits under the Pension SERP are fully vested in the event of a change-in-control of the ~~company. Mr. Swidarski~~Company. Ms. Rutt is the only NEO who ~~participated~~participates in the Pension ~~SERP in 2013. 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~~"Present Value of Accumulated ~~Benefits”~~Benefits" is the single-sum value as of December 31, ~~2013~~2015 of the annual pension benefit that was earned through that date payable under a plan beginning at the 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 ~~5.09%~~4.62%, the FASB ASC 715 discount rate as of December 31, ~~2013~~;

2015;

The ~~RP-2000 Combined Healthy Mortality Tables for males and females projected~~RP-2014 mortality tables with ~~mortality improvement to December 31,~~ ~~2013~~ ~~using Scale AA;~~

~~A probability of 100% that benefits are paid as annuities;~~MP-2014 generational projection scales; and

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

~~Extra Credited Service~~

Mr. Swidarski had 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 was accrued at age 60.

~~2013~~2015 Non-Qualified Deferred Compensation

Deferred Incentive Compensation Plan No. 2
Name
Executive
Contributions
in 2013¹
($)

Registrant
Contributions
in 2013
($)

Aggregate
Earnings in
2013²($)

Aggregate
Withdrawals/
Distributions
($)

Aggregate Balance as of December 31, 2013³
($)
Andreas W. Mattes - - - - -
Christopher A. Chapman - - - - -
George S. Mayes, Jr. - - - - -
Lance A. Byerly - - - - -
Dennis D. Deering - - - - -
Henry D. G. Wallace 127,750 - 168,758 - 509,748
Thomas W. Swidarski - - - - -
Bradley C. Richardson - - 66,476 - 767,211
M. Scott Hunter - - - - -
Miguel A. Mateo 237 - 490 - 727



401(k) Restoration SERP and 401(k) SERP
Name	Executive Contributions in 2015¹ ($)	Registrant Contributions in 2015² ($)	Aggregate Losses in 2015³ ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance as of December 31, 2015⁴ ($)
Andreas W. Mattes	146,336	87,802	(8,930)	—	398,431
Christopher A. Chapman	—	—	—	—	—
Jonathan B. Leiken	3,385	2,031	(484)	—	32,131
Stefan E. Merz	123,771	19,086	(4,515)	—	161,636
Sheila M. Rutt	26,211	15,727	(1,877)	—	231,200
George S. Mayes, Jr.	15,231	9,138	(7,816)	—	1,191,915



¹	These amounts are included in the "Salary" column of the ~~"2013~~"2015 Summary Compensation ~~Table"~~Table."

² ~~for Mr. Mateo and~~	These amounts are included in the "All Other Compensation" column of the ~~"2013~~"2015 Summary Compensation Table" and include amounts contributed in 2015 for ~~Mr. Wallace.~~

	the 2015 plan year under the 401(k) Restoration SERP.
²	~~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 “2013~~ ~~Summary Compensation Table” as it is not considered preferential or above-market earnings on deferred compensation.~~

~~This column reflects the balance of all cash deferrals, including dividends on deferred common shares, and the aggregate earnings (or losses) in~~ ~~2013~~ ~~on such cash deferrals. As of~~ ~~December 31, 2013~~, the aggregate balance of all cash deferrals for Mr. Wallace was $509,748, for Mr. Richardson was $767,211 and for Mr. Mateo was $727. No portion of these amounts are reflected in the “All Other Compensation” column of the “~~2013~~ ~~Summary Compensation Table” and no portion of these amounts were previously reported in our Summary Compensation Tables in prior years’ proxy statements.~~

~~Table of Contents~~

401(k) Restoration SERP and 401(k) SERP
Name
Executive
Contributions
in 2013¹
($)

Registrant
Contributions
in 2013²
($)

Aggregate
Earnings in
2013³
($)

Aggregate
Withdrawals/
Distributions⁴
($)

Aggregate Balance
as of December 31,
2013⁵
($)
Andreas W. Mattes 14,307 8,585 752 - 23,643
Christopher A. Chapman - - - - -
George S. Mayes, Jr. 21,766 137,269 167,182 - 1,038,335
Lance A. Byerly - - - - -
Dennis D. Deering - - - - -
Henry D. G. Wallace - - - - -
Thomas W. Swidarski - - 104,568 698,156 -
Bradley C. Richardson 21,703 7,813 38,426 196,310 362,139
M. Scott Hunter - - 3,794 - 54,483
Miguel A. Mateo - - 1,642 - 14,273


¹	~~These amounts are included in the “Salary” column of the “2013~~ ~~Summary Compensation Table~~.”


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


³	These amounts represent aggregate ~~earnings~~losses on executive and registrant contributions. These amounts are not reflected in the “~~2013~~"2015 Summary Compensation Table,,”" as they are not considered preferential or above-market earnings on deferred compensation.


⁴	~~The amount shown for Mr. Richardson reflects a forfeiture due to his voluntary termination prior to becoming vested under the 401(k) SERP.~~

⁵

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~~"All Other ~~Compensation”~~Compensation" column or the ~~“Salary”~~"Salary" column of the “~~2013~~"2015 Summary Compensation ~~Table~~”Table" except current-year Registrant Contributions and Executive Contributions, respectively.

The aggregate balance for Mr. Mayes as of December 31, 2015 includes his 401(k) Restoration SERP balance ($427,628) and his 401(k) SERP balance ($764,287) as of that date. All contributions for Mr. Mayes for 2015 related to the 401(k) Restoration SERP.

Non-Qualified Deferred Compensation Plans

Deferred Incentive Compensation Plan No. 2

Pursuant to our 1992 Deferred Incentive Compensation Plan, certain executives, including the NEOs, ~~(except for Mr. Wallace),~~ 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 2015. 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

-52-

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. Mateo was the only NEO who deferred any incentive compensation for~~ ~~2013~~ under the Deferred Incentive Compensation Plan No. 2. Mr. Wallace deferred director compensation for 2013 under the Deferred Compensation Plan No. 2 for Directors, the material terms of which are substantially similar to 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. Merrill Lynch administers our cash deferrals (prior to November 2013, the Vanguard Group was our deferred compensation administrator). As such, cash deferrals are transferred to Merrill Lynch on a quarterly basis, and the executiveExecutives may invest such cash deferrals in any funds available under our 401(k) plan, except the ~~FFI Institutional fund.~~Northern Trust and Invesco Stable Value Fund. The ~~tables~~table below ~~show~~shows the funds available under the deferred compensation plans and their annual rate of return for the year ended December 31, ~~2013~~,2015, as reported by ~~the Vanguard Group and~~ Merrill ~~Lynch, respectively.~~

~~Table of Contents~~

~~The Vanguard Group Funds~~

Name of Fund Rate of Return
Name of Fund Rate of Return
Vanguard 500 Index Fund 32.18 % Vanguard Target Retirement 2050 24.34 %
Vanguard Explorer Fund 44.36 % Vanguard Target Retirement 2055 24.33 %
Vanguard International Growth Fund 22.95 % Vanguard Target Retirement 2060 24.35 %
Vanguard International Value Fund 22.15 % Loomis Sayles Bond FD 5.88 %
Vanguard STAR Fund 17.80 % Loomis Sayles Small Cap Value 35.94 %
Vanguard Target Retirement 2010 9.10 % Vanguard Windsor II Fund 30.69 %
Vanguard Target Retirement 2015 13.00 % Vanguard Total Bond Market Index (2.26 )%
Vanguard Target Retirement 2020 15.85 % Vanguard Mid-Cap Index Fund 35.00 %
Vanguard Target Retirement 2025 18.14 % Vanguard U.S. Growth Fund 35.49 %
Vanguard Target Retirement 2030 20.49 % Vanguard Target Income Retirement 5.87 %
Vanguard Target Retirement 2035 22.82 % Vanguard Selected Value Fund 42.04 %
Vanguard Target Retirement 2040 24.37 % Oppenheimer Developing Markets Fund 8.35 %
Vanguard Target Retirement 2045 24.37 % Vanguard Prime Money Market Fund 0.02 %
Lynch.

Merrill Lynch Funds


Name of Fund	Rate of Return		Name of Fund	Rate of Return		Rate of Return	Name of Fund	Rate of Return
Allianzgi NFJ Intrnl VAL Instl	10.58	%	Vanguard Target Retirement 2055	24.33	%	(13.15)%	Vanguard Target Retirement 2055	(1.720)%
Calamos International	14.43	%	Vanguard Target Retirement 2060	24.35	%
Calamos International Growth I						2.99%	Vanguard Target Retirement 2060	(1.68)%
Invesco Diversified DIV CL R5	29.31	%	Loomis Sayles Bond FD	5.88	%	2.09%	Loomis Sayles Bond FD Instl	(6.86)%
Janus Triton Fund CL I	36.52	%	Loomis Sayles Small Cap Value	35.94	%	1.35%	Loomis Sayles Small Cap Value Instl	(3.36)%
John Hancock Disciplined	39.49	%	Vanguard Institutional Index	32.35	%
John Hancock Disciplined Value Mid Cap Instl						2.06%	Vanguard Institutional Index	1.37%
Vanguard Target Retirement 2010	9.10	%	Vanguard Total Bond Market	(2.13	)%	(0.2)%	Vanguard Total Bond Market Instl	0.41%
Vanguard Target Retirement 2015	13.00	%	Vanguard Mid-Cap Index Fund	35.00	%	(0.46)%	Vanguard Mid-Cap Index Fund	(1.46)%
Vanguard Target Retirement 2020	15.85	%	Vanguard Primecap FD-ADM CL	39.86	%	(0.68)%	Vanguard Primecap FD-ADM CL	2.64%
Vanguard Target Retirement 2025	18.14	%	Vanguard Target Income Retirement	5.87	%	(0.85)%	Vanguard Target Income Retirement	(0.17)%
Vanguard Target Retirement 2030	20.49	%	T Rowe Price Blue Chip Growth	41.57	%	(1.03)%	T Rowe Price Blue Chip Growth	11.15%
Vanguard Target Retirement 2035	22.82	%	Oppenheimer Developing Markets Fund	8.68	%	(1.26)%	Oppenheimer Developing Markets Fund Y	(13.84)%
Vanguard Target Retirement 2040	24.37	%	FFI Institutional Fund	0.04	%	(1.59)%	FFI Institutional Fund	0.03%
Vanguard Target Retirement 2045	24.37	%	American Balanced Fund R5	22.05	%	(1.57)%	American Balanced Fund R5	1.98%
Vanguard Target Retirement 2050	24.34	%				(1.58)%

Executives deferring under the Deferred Incentive Compensation Plan No. 2 ~~(or for Mr. Wallace, the Deferred Compensation Plan No. 2 for Directors)~~ 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. 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. ~~Similar to our Deferred Incentive Compensation Plan, Merrill Lynch now also administers our 401(k) Restoration SERP.~~ Both the salary deferrals and our matching contributions ~~are transferred to Merrill Lynch and the executive~~ may ~~invest~~be invested in any funds available under our Deferred Incentive Compensation Plan No. 2 (except the ~~FFI Institutional 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.

-53-

~~Table of Contents~~

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~~Contributions in prior years were based upon a points formula (age plus service) as follows:



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

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. ~~Richardson participated~~Mayes is the only NEO who currently participates in the 401(k) ~~SERP, and Mr. Mayes currently participates. Active~~SERP. Upon amendment, all active participants as of December 31, 2013 were immediately vested in any benefit that had accrued on their behalf. ~~Mr. Mayes was immediately vested under this new provision. Merrill Lynch administers the 401(k) SERP. Our contributions are transferred to Merrill Lynch and the~~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 ~~FFI Institutional Fund with a~~ ~~2013~~ ~~annual rate of return of 0.04%.~~Northern Trust and Invesco Stable Value Fund.

~~POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL~~Potential Payments Upon Termination or Change in Control

The amount of compensation payable to each NEO (other than Mr. Mayes) 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, ~~2013, and~~2015, include amounts earned through such ~~time~~date, 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 NEO’s ~~separation,~~separation. Each NEO except Mr. Mattes participates in our Severance Policy. Mr. Mattes has an employment agreement and ~~accordingly, amounts shown for Messrs. Deering, Swidarski, Richardson, Hunter and Mateo reflect those actually paid as a result of their respective separations from the company~~his rights upon termination are set forth in ~~2013.~~that agreement. Our stock price as of December 31, ~~2013~~2015 was ~~$33.01. No~~$30.09. As Mr. Mayes left the Company effective July 24, 2015, the disclosure in this section for him covers his actual separation-related payments and benefits.

Payments and Benefits in Connection with Mr. Mayes’ Separation

We entered into a separation agreement and release with Mr. Mayes in September 2015. Under his agreement, Mr. Mayes received lump sum payments in 2015 of $2,035,000 (which equals two times the sum of his base salary in effect on the separation date and his 2015 target bonus opportunity) and $42,308 (for his accrued and unused vacation time). He also received a lump sum payment of $54,542 in February 2016, which represented the actual 2015 bonus he would have received under our Annual Cash Bonus Plan, prorated based upon the portion of 2015 that he was employed (and with his individual performance metric calculated at target).

Mr. Mayes had 136,496 outstanding unvested options as of his separation date, all of which immediately vested and 47,854 of which were underwater as of the separation date. The aggregate intrinsic value of these accelerated options was $150,581 (calculated by multiplying (i) the difference between the closing market price of our shares on Mr. Mayes’ separation date ($33.61) and the applicable option exercise price, by (ii) the number of "in-the-money" options). Mr. Mayes’ options will generally remain exercisable until July 31, 2016 (or the earlier scheduled expiration date). A pro rata portion of Mr. Mayes’ outstanding RSUs vested upon his separation, calculated based upon the time employed in the year of termination relative to the RSU vesting period and with an aggregate value of $574,429 as of his separation date. His accelerated RSUs were settled in 2016 in accordance with 409A. He will receive pro rata performance-based share amounts ~~were~~(except under the Transformation Grant), based upon the time employed relative to the performance periods, based on actual performance, and payable when such awards are generally paid to others. To that end, he received 6,310 shares in February 2016 in payment of his 2013-2015 performance share award, which shares had a value of $189,868 based on our stock price as of year-end. The value of his pro rated 2014-2016 and 2015-2017 performance-based share awards will depend on the actual level of performance that is ultimately achieved and our share price at the time of payment, but if the performance is achieved at the target level for each of those awards, Mr. ~~Wallace when~~Mayes would receive 11,294 and 4,812 shares, respectively, which would have had an approximate value of $379,591 and $161,731, respectively, as of his separation date. Mr. Mayes forfeited any rights that he ~~transitioned out~~had in any performance shares under the Transformation Grant.

Mr. Mayes is entitled to continue to participate in our employee health and welfare benefit plans and in our Executive Long-Term Disability Plan for the shorter of two years and the date he receives equivalent coverage from a subsequent employer (benefits valued at up to approximately $36,664 based on premiums in effect as of his separation date). He also is entitled to professional outplacement services for up to two years (up to $10,000) and will receive certain additional items such as executive physical and financial planning benefits (with an aggregate value of up to $24,000). His retirement plan benefits are as set forth in the respective Company retirement plans. Mr. Mayes was vested in his accounts under our 401(k) Restoration SERP and 401(k) SERP prior to his separation date, which accounts were valued at $1,191,915 in the aggregate as of his separation. Mr. Mayes did not participate in our Pension SERP or Pension Restoration SERP.

Mr. Mayes’ separation agreement includes a general release of claims in favor of the ~~role of interim principal executive officer,~~Company and ~~the narrative discussions below generally do not apply~~requires him to ~~Mr. Wallace.~~comply with a two year non-competition provision, two year non-solicitation provision, and confidentiality, cooperation and non-disparagement conditions.

Payments Made Upon Termination

Voluntary Without Good Reason or Involuntary With Cause

Whether ana NEO’s employment terminates voluntarily without "good reason" or terminates involuntarily with ~~cause,~~"cause" (as those terms may be defined in various agreements), 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 “"~~2013~~2015 Pension and Retirement ~~Benefits~~Benefits"” above. For Mr. Chapman and Ms. Rutt, the ~~value~~values shown ~~reflects~~reflect the present value of the normal retirement benefit at age 65 for the Qualified Retirement Plan and for the Pension Restoration ~~SERP. For Messrs. Mattes, Mayes,~~SERP and ~~Richardson,~~ the nonqualified defined contribution plan values shown reflect the vested balances in the 401(k) Restoration SERP. ~~Mr. Mayes is also vested in the 401(k) SERP. Mr. Richardson forfeited his balance in the 401(k) SERP as a result of his termination prior to being vested.~~

If termination is involuntary with cause, only the portion of the 401(k) Restoration Plan benefit derived from employee contributions isand qualified defined benefit plan vested benefit are payable to the 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 NEO attains age 55.

~~Pursuant to the Severance Policy discussed in more detail above under “Compensation Discussion and Analysis,” a voluntary termination by an 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 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;~~

~~Table of Contents~~

~~Our failure to obtain in writing the obligation to perform or be bound by~~Under 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~~Mattes’ employment agreement, he ~~would also~~is 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 Compensation Committee.

-54-

Involuntary Without Cause or Voluntary With Good Reason

~~In general, if an~~If a 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, non-competition and ~~non-competition (or~~ other ~~applicable)~~applicable obligations):

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

A lump sum pro-rata ~~award~~payment of the bonus 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 actual full-year performance results (and, under Mr. Mattes’ employment agreement, assuming individual performance at target levels)~~, payable when such awards are generally paid to others;~~;

Continued participation in all of our employee health and welfare benefit plans for ~~a period~~the shorter of (i) two years (for Messrs. Mattes and Chapman) or one and one-half years (for ~~Mr. Swidarski~~Messrs. Merz and ~~Mr. Mattes, two years)~~Leiken and Ms. Rutt), orand (ii) the date ~~he or she~~such NEO receives equivalent coverage from a subsequent employer;

All outstanding unvested options immediately vest and ~~generally~~ remain exercisable for a period of ~~three~~twelve months (or the earlier scheduled expiration) 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 vesting period of the RSUs;

Pro-rata ~~performance~~performance-based 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 “"~~2013~~2015 Pension and Retirement ~~Benefits~~Benefits"” above; ~~and~~

Professional outplacement services for up to two ~~years.~~years; and

For Mr. Mattes, a lump sum payment of accrued vacation pay and unreimbursed business expenses.

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 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.~~Mr. Chapman ~~Swidarski~~ and ~~Hunter,~~Ms. Rutt, the values shown reflect the present value of the normal retirement benefit at age 65 for the Qualified Retirement Plan. ~~For Messrs. Swidarski and Hunter, who separated from service by December 31, 2013, the~~The nonqualified defined benefit plans specify the timing and form of payment (based on known participant elections). Mr. Hunter is assumed to have elected a Life Annuity. For Mr. Chapman, who is still active, the nonqualified defined benefit plans valueplan values shown ~~reflects~~reflect the present value of the normal retirement benefit at age 65 ~~for the Pension Restoration SERP.~~as well. For Messrs. Mattes, Leiken, Merz, Mayes and ~~Hunter,~~Ms. Rutt, the nonqualified defined contribution plan values shown reflect the vested balances in the 401(k) Restoration SERP. ~~Mr. Mayes is also vested in the 401 (k) SERP.~~

For all applicable NEOs, we have included the value of their vested nonqualified defined contribution balances, footnoting that these amounts are not payable until the NEO attains age 55. ~~For information related~~

Pursuant to the ~~departures~~Severance Policy, if a NEO terminates his or her employment due to the occurrence of any of the following events without his or her consent and following our right to cure, each of which constitute the basis for "good reason," he or she will be entitled to receive the payments and benefits discussed immediately above:

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

A requirement that the executive change his or her principal location of work to a location which is in excess of 50 miles from his or her current location of work;

-55-

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 material breach by us of the terms and conditions of the Severance Policy.

Pursuant to Mr. ~~Swidarski~~Mattes’ employment agreement, if we decide not to renew Mr. Mattes’ employment agreement and his employment terminates or if Mr. Mattes terminates his employment with "good reason" he will be entitled to receive the payments and benefits discussed above for a termination without cause. "Good reason" is defined as the occurrence of any of the following events, without Mr. Mattes’ written consent and following our opportunity to cure:

A change in ~~early 2013,~~title or material duties that results in a material diminution of his authority;

A material reduction in base salary or target annual incentive opportunity;

A requirement that he change his principal job location in excess of 50 miles from North Canton, Ohio;

He is removed from the Board of the Board’s own volition;

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

Any material breach by us of the terms and ~~Mr. Hunter later in 2013, see “Employment and Separation Agreements” above.~~conditions of the employment agreement.

Payments Made Upon Retirement

Generally, in the event of the retirement of ana NEO at or after the earliest voluntary retirement age, in addition to the benefits identified above under “"Voluntary Without Good Reason or Involuntary With Cause”," he or she is entitled to the following:

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

~~Table of Contents~~

All outstanding RSUs 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 NEO’s age and years of continuous employment equals or exceeds 70; and

Pro-rata performance-based share amounts (except amounts granted under the Transformation Grant), based upon the time employed in the year of termination relative to the performance ~~share earnouts, as described above.~~period, to the extent such awards are earned, payable when such awards are generally paid to others if the NEO had attained the age of 65 and completed five or more years of continuous employment or if the sum of the NEO’s age and years of continuous employment equal or exceed 70.

~~For~~In 2015, 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 NEO were to retire as of December 31, 2013 and~~SERP. Similarly, in 2015, Ms. Rutt did not satisfy the retirement eligibility conditions. In 2013, Mr. Mateo is able to retire under the terms of Diebold’s defined benefit plans. For Mr. Mateo, the value shown reflects that a lump sum payment has been made to him under the provisions of the limited-time VERPconditions for the Qualified Retirement ~~Plan. For Mr. Mateo,~~Plan, the ~~nonqualified pension plans specify~~Pension Restoration SERP, or the ~~timing and form of payment (based on known participant elections) as a result of their separation from service.~~Pension SERP.

The amounts shown for Messrs. Mattes, Leiken, Merz, Mayes and ~~Mateo~~Ms. Rutt also include the value of their vested nonqualified defined contribution 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.

~~Mr. Deering was not eligible to retire under the terms of the Qualified Retirement Plan prior to the special enhancements of the Voluntary Early Retirement Program.~~

Payments Made Upon Death or Disability

~~Generally, in~~In the event of the death ~~or disability~~ of ana NEO ~~the Named Executive Officer 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. In addition,~~(other than Mr. Mattes, whose treatment is summarized below), the 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.~~

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):receives:

A lump sum pro-rata ~~target award~~payment of the bonus under our Annual Cash Bonus Plan, based upon the time employed in the year of ~~termination;~~termination and actual full-year performance results;

All outstanding unvested options ~~will~~vest and remain exercisable for ~~one year~~a period of twelve months (or the earlier scheduled ~~expiration of the awards)~~expiration);

All outstanding RSUs vest;

Pro-rata ~~performance~~performance-based share ~~earnouts,~~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~~

-56-

Benefits under our group term life insurance plan or any supplemental life insurance plan, as applicable.

If a NEO (other than Mr. Mattes, whose treatment is summarized below) has a termination from employment for disability that is a "separation from service," as that term is defined in Section 409A of the Internal Revenue Code, the NEO has the right to receive the same benefits as if he or she were terminated without cause, as listed above, except that the Transformation Grant will vest on a pro-rated basis together with all other performance-based grants.

Under Mr. Mattes’ employment agreement, Mr. Mattes (or Mr. Mattes’ estate or beneficiaries, as applicable) would be entitled to the following upon his ~~disability)~~death or disability (subject, in the case of disability, 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):

A lump sum payment of accrued vacation pay and unreimbursed business expenses;

A lump sum pro-rata payment of the bonus, at target, under our Annual Cash Bonus Plan based upon the time employed in the year of termination;

All outstanding unvested options and stock appreciation rights vest and remain exercisable for a period of twelve months (or the earlier scheduled expirations);

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

In the case of disability, continued participation in all of our employee health and welfare benefit plans for ~~a period~~the shorter of (i) two years orand (ii) 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 NEO’s normal retirement date (or on an actuarially reduced basis at an early retirement date) if the NEO had at least five years of service. The benefit is equal to 50% of the benefit payable if the 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 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 NEO if he or she terminated employment on the date of death and survived to his or her first payment date. 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 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. 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)~~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 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 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 NEO’s spouse (except for Ms. Rutt) in case of the NEO’s death as of December 31, ~~2013.~~2015. For the Qualified Retirement Plan, Pension SERP and Pension Restoration SERP, the values shown reflect the present value of the early retirement ~~benefit.~~benefits.

-57-

~~Table of Contents~~

Under the disability scenario for the defined benefit plans, we have reflected the present value of the immediately payable benefit if the 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~~Benefits"” above. ~~Mr. Chapman is the only remaining NEO eligible for the enhanced disability benefit under the defined benefit plans.~~

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

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

Pursuant to the change-in-control agreements described previously, as well as Mr. ~~Mattes'~~Mattes’ employment agreement, ~~in connection with~~following a change-in-control the term of employment for each NEO will extend until at least the third anniversary of the change-in-control (two years for Mr. Mattes). If, within that time period, an ~~NEO has his~~NEO’s employment is terminated without cause ~~within such time following a change-in-control~~ or if the NEO terminates his or her employment ~~within such time under the constructive termination circumstances identified below,~~for good reason, the 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 ~~as in effect on the date of termination (for Messrs. Mattes and Byerly, two times base salary~~ and target cash bonus;

A lump sum pro-rata payment of the bonus ~~opportunity~~ under our Annual Cash Bonus Plan, based upon the time employed in the year of ~~termination)~~termination and actual full-year performance results (and, under Mr. Mattes' employment agreement, assuming individual performance at target levels); ~~and~~

~~Continued~~Two years of continued participation in ~~all of~~ our employee ~~retirement income,~~ health and welfare benefit ~~plans, including executive perquisites (or substantially similar plans)~~plans; and

A lump sum payment in an amount equal to the additional benefits the NEO would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan for ~~a period of 12 months (24 months for Mr. Mattes), excluding any equity compensation plans, with such benefits period being considered service for purposes~~one additional year of service, ~~credits under any of our qualified or non-qualified retirement plans (except that~~provided the ~~continued service credit under any qualified plan shall be paid for by us).~~NEO was fully vested prior to termination.

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

~~If terminated within two years of such change-in-control, all~~All outstanding unvested options immediately ~~vest and remain exercisable pursuant to the terms of the applicable award agreement;~~vest;

All outstanding RSUs immediately vest and become nonforfeitable; and

Unearned ~~performance~~and nonforfeited performance-based shares become nonforfeitable at 100% of ~~target.~~target as long as the NEO is employed at the end of the performance period or was terminated without cause or with good reason.

~~Under Mr. Mattes’ employment agreement, in connection with a change-in-control, in~~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,~~with good reason, 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~~All unearned performance-based shares or performance units will become nonforfeitable at 100% of ~~termination,~~target (except with respect to the ~~extent such awards are otherwise~~Transformation Grant shares, which will be earned ~~and assuming individual~~at 100% as long as Mr. Mattes is employed at the end of the performance ~~at target levels, payable when such awards are generally paid to others;~~period or was terminated without cause or with good reason); and

Professional outplacement services for up to two years.

For ~~purposes~~all of ~~Mr. Mattes’ employment agreement, the equity compensation~~these 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 (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~~Acquisition 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~~individual, group or entity ~~has become the~~of beneficial ~~owner~~ownership of ~~20%~~thirty percent or more of ~~the combined voting power of~~ our ~~then-outstanding securities (except that~~outstanding shares;

The incumbent board ceases, for ~~equity compensation agreements entered into after September 2009, the applicable beneficial ownership threshold is 30%);~~

~~We file a current report~~any reason other than death 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 (however, this event would not trigger a change-in-control for purposes of Mr. Mattes’ employment agreement); or

~~Table of Contents~~

~~If, during any period of two consecutive years, directors at the beginning of such period cease~~disability, to constitute at least a majority of the ~~board, unless the~~Board, with any individual whose nomination and election ~~or nomination for election of each director first elected during the period~~ was approved by at least a majority vote of ~~at least two-thirds~~the incumbent directors considered as though a member of the ~~directors then still in~~incumbent board, and excluding for these purposes any individual whose initial assumption of office ~~who were directors at the beginning~~occurs as a result of ~~the period.~~an actual or threatened election contest;

-58-

A reorganization, merger, consolidation or sale of all or substantially all of our assets; or

Approval by our shareholders of a complete liquidation or dissolution.

Further, for purposes of the equity compensation agreements and the change-in-control agreements, a voluntary termination by ana NEO upon a change-in-control will be deemed ~~a constructive termination by us~~for good reason upon the occurrence of any of the following events:

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

A ~~significant adverse change~~material reduction in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position held by the ~~executive,~~NEO, 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~~NEO 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~~NEO to travel significantly more than was previously ~~required.~~required; or

Any material breach of the agreement.

For ~~purposes of~~the "good reason" definition under Mr. Mattes’ ~~employment~~ agreement, please see 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~~discussion under "Involuntary Without Cause 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;~~

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.~~Voluntary With Good Reason" above.

For purposes of calculating the retirement benefits payable when a change-in-control occurs with termination, each NEO actively employed as of December 31, ~~2013 is~~2015 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 "~~2013~~2015 Pension and Retirement ~~Benefits~~Benefits"” above;

~~A Pension SERP~~If participating in the 401(k) Restoration Plan, a benefit ~~based on~~equal to the ~~formula applicable for normal retirement;~~

~~A Pension Restoration SERP benefit based upon the formula applicable for normal retirement;~~

~~A Qualified 401(k) Plan benefit determined using the plan provisions as described in “Payments Made Upon Retirement” above plus an~~one additional year of ~~service and pay (base plus target bonus) in~~employer match, the ~~benefit determination based upon the 401(k) Plan formula effective for 2013, however, the value~~amount of ~~such benefit~~which is ~~paid from~~contributed to the 401(k) Restoration SERP;

A 401(k) SERP benefit; and

401(k) Restoration ~~SERP benefit with the extra year of service based upon~~which includes immediate vesting under the 401(k) ~~Plan formula effective for 2013; and~~Restoration Plan.

~~A 401(k) SERP benefit.~~

For the Qualified Retirement Plan, the Pension SERP and the Pension Restoration SERP, we have reflected, in the "Post-Termination Payments Table" below the present value of the accrued benefit payable at normal retirement. Under the terms of the defined benefit SERPs, these benefits are payable at the later of the executive’s early retirement date or the date of a change-in-control with termination.

For the 401(k) SERP and the 401(k) Restoration SERP, the change-in-control trigger provides for the immediate vesting of all defined contribution ~~balances.~~balances, as well as an additional year of employer match. These balances are not payable to the NEO until he has attained at least age 55 under the terms of the nonqualified defined contribution plans. ~~Mr. Mattes is the only NEO with an 54 enhancement~~All NEOs are entitled to enhancements due to the ~~Change~~change-in-control provisions, except for Mr. Chapman, who does not participate in ~~Control~~the 401(k) SERP or the 401(k) Restoration SERP.

-59-

~~Table of Contents~~

~~provisions. The change-in-control amount set forth in the “Post-Termination Payments Table” below was based on the updated base pay for Mr. Mattes of $852,500 for 2014.~~

Each of the change-in-control agreements with the NEOs is substantially similar. A form of these amended and restated agreements was filed as Exhibit 10.1 to our Annual Report on Form 10-K for the year ended December 31, 2008.

~~Effect of Certain Tax Regulations on Payments~~

~~Effect of Excise Tax on Parachute Payments~~

Under our existing change-in-control agreements as in effect for the NEOs (except Messrs. Mattes and Wallace), if any amount or benefit paid under the agreement, taken together with any amounts or benefits otherwise paid to the executives under any other agreement, are deemed to be “excess parachute payments” subject to excise tax under Sections 280G and 4999 of the Internal Revenue Code, we will reimburse the executive for the excise tax and any additional income, employment and excise taxes incurred on the gross-up payment. Any future change-in-control agreements will not include excise tax gross-ups.

Effect of Section 409A on Timing of Payments

With respect to any severance amounts payable to our executives, any amounts that are not exempt from Section 409A of the Internal Revenue Code will be subject to the required six-month delay in payment after termination of service, provided that the executive is deemed a ~~“specified employee”~~"specified employee" for purposes of Section 409A at the time of termination of service.

Post-Termination Payments Table


Name	Compensation Components	Voluntary ($)	Involuntary with Cause ($)	Involuntary w/o Cause ($)	Retirement ($)	Death ($)	Disability ($)	Change in Control ($)	Change in Control w/ Termination ($)	Voluntary or w/Cause ($)	Involuntary w/o Cause or w/ Good Reason ($)		Retirement ($)	Death ($)	Disability ($)	Change in Control w/ Termination ($)
Andreas W. Mattes	Salary/Bonus	-	-	4,310,953	-	900,953	900,953	900,953	4,310,953
	Accelerated Long-Term Incentives:
	Stock options	-	-	106,909	-	106,909	106,909	106,909	106,909
	Performance shares¹	-	-	408,230	-	408,230	408,230	1,222,459	1,222,459
	RSUs	-	-	107,771	-	567,871	567,871	567,871	567,871
	Retirement Benefits:
	Qualified Retirement Plan/SERP²	14,777	14,777	14,777	14,777	14,777	14,777	86,767	86,767
	Deferred Compensation Plan³	-	-	-	-	-	-	-	-
	Other Benefits⁴	-	-	73,190	-	-	23,095	23,095	50,095
	280G Excise Tax and Gross-up⁵	-	-	-	-	-	-	-	-
	Total:	14,777	14,777	5,021,830	14,777	1,998,740	2,021,835	2,908,054	6,345,054
Salary/Bonus										-	4,762,500		-	1,312,500	1,312,500	4,762,500
Stock options										-	-		-	-	-
Performance shares¹										-	5,164,241		-	5,164,241	5,164,241	9,467,096
RSUs										-	1,008,377		-	1,838,198	1,838,198
Pension Plans and SERP Benefits²										249,020	249,020		249,020	249,020	249,020	448,719
Other Benefits³										-	43,043		-	-	28,043	43,043
Total:										249,020	11,277,181		249,020	8,563,959	8,592,002	16,559,556⁴
Christopher A. Chapman	Salary/Bonus	-	-	578,600	-	184,100	184,100	184,100	710,100
	Accelerated Long-Term Incentives:
	Stock options	-	-	38,881	-	38,881	38,881	38,881	38,881
	Performance shares¹	-	-	101,237	-	101,237	101,237	204,398	204,398
	RSUs	-	-	250,991	-	390,409	390,409	390,409	390,409
	Retirement Benefits:
	Qualified Retirement Plan/SERP²	220,232	150,401	220,232	-	76,961	719,260	220,232	220,232
	Deferred Compensation Plan³	-	-	-	-	-	-	-	-
	Other Benefits⁴	-	-	31,974	-	-	-	16,974	16,974
	280G Excise Tax and Gross-up⁵	-	-	-	-	-	-	-	-
	Total:	220,232	150,401	1,221,915	—	791,588	1,433,887	1,054,994	1,580,994
George S. Mayes, Jr.	Salary/Bonus	-	-	2,125,000	-	525,000	525,000	525,000	1,525,000
	Accelerated Long-Term Incentives:
	Stock options	-	-	184,625	-	184,625	184,625	184,625	184,625
	Performance shares¹	-	-	372,222	-	372,222	372,222	867,734	867,734
	RSUs	-	-	407,471	-	710,210	710,210	710,210	710,210
	Retirement Benefits:
	Qualified Retirement Plan/SERP²	1,038,335	277,275	1,038,335	1,038,335	1,038,335	1,038,335	1,058,135	1,058,135
	Deferred Compensation Plan³	-	-	-	-	-	-	-	-
	Other Benefits⁴	-	-	42,602	-	-	-	13,801	41,173
	280G Excise Tax and Gross-up⁵	-	-	-	-	-	-	-	-
	Total:	1,038,335	277,275	4,170,255	1,038,335	2,830,392	2,830,392	3,359,505	4,386,877
Lance A. Byerly	Salary/Bonus	-	-	1,062,128	-	274,628	274,628	274,628	974,628
	Accelerated Long-Term Incentives:
	Stock options	-	-	34,480	-	34,480	34,480	34,480	34,480
	Performance shares¹	-	-	188,852	-	188,852	188,852	359,776	359,776
	RSUs	-	-	140,704	-	292,436	292,436	292,436	292,436
	Retirement Benefits:
	Qualified Retirement Plan/SERP²	-	-	-	-	-	-	-	-
	Deferred Compensation Plan³	-	-	-	-	-	-	-	-
	Other Benefits⁴	-	-	43,710	-	-	-	19,140	19,140
Salary/Bonus										-	1,980,000		-	180,000	180,000	1,980,000
Stock options										-	1,659		-	1,659	1,659
Performance shares¹										-	305,282		-	305,282	305,282	623,284
RSUs										-	189,090		-	198,654	198,654
Pension Plans and SERP Benefits²										324,379⁵	324,379		-	95,373	1,018,301	324,379
Pension Plans and SERP Benefits²										219,971⁶				95,373	1,018,301	324,379
Other Benefits³										-	324,379	41,704	-	-	-		-	26,704
Total:										324,379	2,842,114		-	780,968	1,703,896	3,154,680⁴
Total:										219,971				780,968	1,703,896	3,154,680⁴
Jonathan B. Leiken
Salary/Bonus										-	2,842,114	1,360,000	-	-	160,000		160,000	1,760,000
Stock options										-	-		-	-	-
Performance shares¹										-	248,191		-	248,191	248,191	466,726
RSUs										-	23,160		-	75,797	75,797
Pension Plans and SERP Benefits²										23,051	23,051		23,051	23,051	23,051	39,571
Other Benefits³										-	35,060		-	-	-	26,747
Total:										23,051	1,689,462		23,051	507,039	507,039	2,368,840⁴
Stefan E. Merz
Salary/Bonus										-	1,208,000		-	128,000	128,000	1,568,000
Stock options										-	-		-	-	-
Performance shares¹										-	353,579		-	353,579	353,579	618,830
RSUs										-	179,852		-	128,875	128,875
Pension Plans and SERP Benefits²										134,363	134,363		134,363	134,363	134,363	180,644
Other Benefits³										-	34,969		-	-	-	26,625
Total:										134,363	1,910,763		134,363	744,817	744,817	2,522,975⁴
Sheila M. Rutt

-60-

~~Table of Contents~~

280G Excise Tax and Gross-up⁵
- - - - - - - -
Total: — — 1,469,874 — 790,396 790,396 980,460 1,680,460
Dennis D. Deering
Salary/Bonus⁶
- - - 578,462 - - - -
Accelerated Long-Term Incentives:
      Stock options - - - 4,358 - - - -

  Performance shares¹
- - - - - - - -
RSUs - - - 43,692 - - - -
Retirement Benefits:

   Qualified Retirement Plan/SERP²
- - - - - - - -

   Deferred Compensation Plan³
- - - - - - - -

Other Benefits⁴
- - - 17,597 - - - -

280G Excise Tax and Gross-up⁵
- - - - - - - -
Total: — — — 644,109 — — — —
Henry D. G. Wallace Salary/Bonus - - - - - - - -
Accelerated Long-Term Incentives:
   Stock options - - - - - - - -

   Performance shares¹
- - - - - - - -
   RSUs - - - - - - - -
Retirement Benefits:

   Qualified Retirement Plan/SERP²
- - - - - - - -

   Deferred Compensation Plan³
- - - - - - - -

Other Benefits⁴
- - - - - - - -

280G Excise Tax and Gross-up⁵
- - - - - - - -
Total: — — — — — — — —
Thomas W. Swidarski
Salary/Bonus⁶
- - 5,846,734 - - - - -
Accelerated Long-Term Incentives:
      Stock options - - 596,239 - - - - -

  Performance shares¹
- - 1,617,060 - - - - -
RSUs - - 440,155 - - - - -
Retirement Benefits:

   Qualified Retirement Plan/SERP²
- - 2,946,251 - - - - -

   Deferred Compensation Plan³
- - 36,074 - - - - -

Other Benefits⁴
- - 36,074 - - - - -

280G Excise Tax and Gross-up⁵
- - - - - - - -
Total: — — 11,518,587 — — — — —
Bradley C. Richardson Salary/Bonus - - - - - - - -
Accelerated Long-Term Incentives:
      Stock options - - - - - - - -

   Performance shares¹
- - - - - - - -
   RSUs - - - - - - - -

Retirement Benefits:

    Qualified Retirement Plan/SERP²
362,139 - - - - - - -

   Deferred Compensation Plan³
- - - - - - - -

Other Benefits⁴
- - - - - - - -

280G Excise Tax and Gross-up⁵
- - - - - - - -
Total: 362,139 — — — — — — —
M. Scott Hunter Salary/Bonus - - 1,075,000 - - - - -
Accelerated Long-Term Incentives:
      Stock options - - - - - - - -

   Performance shares¹
- - - - - - - -
RSUs - - - - - - - -

Retirement Benefits:

    Qualified Retirement Plan/SERP²
- - 313,278 - - - - -

   Deferred Compensation Plan³
- - - - - - - -

Other Benefits⁴
- - 200,000 - - - - -

280G Excise Tax and Gross-up⁵
- - - - - - - -
Total: — — 1,588,278 — — — — —
Miguel A. Mateo
Salary/Bonus⁶
- - - 829,039 - - - -
Accelerated Long-Term Incentives:
       Stock options - - - 37,348 - - - -

  Performance shares¹
- - - 188,190 - - - -
RSUs - - - 311,911 - - - -
Retirement Benefits:

   Qualified Retirement Plan/SERP²
- - - 583,596 - - - -

   Deferred Compensation Plan³
- - - - - - - -

Other Benefits⁴
- - - 46,260 - - - -

280G Excise Tax and Gross-up⁵
- - - - - - - -
Total: — — — 1,996,344 — — — —



Name	Voluntary or w/Cause ($)	Involuntary w/o Cause or w/ Good Reason ($)	Retirement ($)	Death ($)	Disability ($)	Change in Control w/ Termination ($)
Salary/Bonus	-	1,010,625	-	91,875	91,875	1,316,875
Stock options	-	2,792	-	2,792	2,792	2,792
Performance shares¹	-	348,718	-	348,718	348,718	617,447
RSUs	-	206,176	-	386,837	386,837	386,837
Pension Plans and SERP Benefits²	817,282⁵	817,282	231,200	231,200	1,627,342	833,190
Pension Plans and SERP Benefits²	405,372⁶	817,282	231,200	231,200	1,627,342	833,190
Other Benefits³	-	25,822	-	-	-	14,510
Total:	817,282	2,411,475	231,200	1,061,422	2,547,564	3,171,651
Total:	405,372	2,411,475	231,200	1,061,422	2,547,564	3,171,651

~~Table of Contents~~



¹	For ~~purposes~~all outstanding performance-based awards we have assumed that the payouts of the ~~2011 to 2013 performance period, the actual payout was 0%. For the 2012 to 2014 and 2013 to 2015 performance periods, payout was assumed to~~awards will be made at target levels. In reality, the payouts may be lower or higher depending upon the actual level of performance ~~achieved.~~achieved in the future.

The Pension Plans and SERP Benefits amount represents the total value to the NEO under our defined benefit and defined contribution plans, excluding the Qualified 401(k) Plan. The assumptions used to calculate the value of the Qualified Retirement Plan, Pension SERP and Pension Restoration SERP benefits are consistent with those used to calculate the values above under “"~~2013~~2015 Pension and Retirement Benefits.” Further, the NEOs are assumed to have terminated employment on December 31, 2013 and received the value of their benefits assuming payment begins at normal retirement or immediately, if eligible, at December 31, 2013. The values were determined as of December 31, 2013 based on compensation and service as of that date. In addition, these values represent total values to the NEO under the given termination scenario." Retirement eligibility is age 50 with 70 points under the Qualified Pension, the Pension SERP and Pension Restoration SERP. ~~The amounts shown above exclude the Qualified 401(k) Plan information.~~ For Messrs. ~~Deering~~Leiken, Mattes, and ~~Mateo, the values shown reflect the lump sum payment received under the Qualified Retirement Plan. For Messrs. Hunter, Mateo, Mattes, Mayes,~~Merz and ~~Richardson,~~for Ms. Rutt, the values include the vested balance in the 401(k) Restoration SERP. ~~Mr. Mayes~~This balance is ~~vested in~~payable when the ~~401(k) SERP. Mr. Richardson forfeited his balance in the 401(k) SERP as a result of his termination prior to being vested.~~participant turns age 55 or their current age if older than 55.


³	~~Distribution of the amounts reflected for deferred compensation remains subject to the deferral elections made by the executive, as discussed above under “Non-Qualified Deferred Compensation Plans~~.”


⁴	“"Other ~~Benefits”~~Benefits" includes, as applicable, the total value of any other contributions by us on behalf of the NEO for ~~retirement income,~~ health and welfare benefit plans ~~including vacation payouts~~and outplacement services which the NEO was eligible to receive as of December 31, ~~2013. For Mr. Hunter, "Other Benefits" includes~~2015.

⁴	These payments would be subject (in whole or in part) to an excise tax imposed by Section 280G of the Code. In accordance with the NEO’s change-in-control or employment agreement, we will reduce certain of these payments to the extent necessary so that no portion of the total payment ~~of attorney fees related~~is subject to ~~his separation agreement, as noted~~the excise tax, but only if this results in a better net-of-tax result for the “~~Summary Compensation Table” above.~~NEO. The calculations in this table do not reflect any such reduction or adjustment.

⁵

~~Upon a change-in-control of the company, certain of the executive may be subject to excise taxes pursuant to Section 280G of the Internal Revenue Code. We have agreed to reimburse the executive~~Payment for all excise taxes that are imposed on the executive under Section 280G and any income or other taxes that are payable by the executive as a result of any reimbursements for Section 280G taxes. The calculation of the 280G gross-up amount is based upon a 280G excise tax rate of 20%. For purposes of the 280G calculation, it is assumed that no amounts will be discounted as attributable to reasonable compensation and no value will be attributed to the executive executing a non-competition agreement.voluntary termination.


⁶	~~Amounts~~Payment for ~~Messrs. Deering, Swidarski and Mateo reflect the intrinsic value of their accelerated stock options as noted in footnote 6 to the~~ ~~"2013 Summary Compensation Table"~~ ~~above.~~ termination with cause.



~~Filed by the Registrant~~ þ
~~Filed by a Party other than the Registrant~~ o

~~Check the appropriate box:~~
o	~~Preliminary Proxy Statement~~
o	~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
x	~~Definitive Proxy Statement~~
o	~~Definitive Additional Materials~~
o	~~Soliciting Material Pursuant to 240.14a-12~~

Diebold, Incorporated
	(Name of Registrant as Specified In Its Charter)

	(Name of Person(s) Filing Proxy Statement)


~~Payment of Filing Fee (Check the appropriate box):~~
xý	No fee required.
o¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:


(2)	Aggregate number of securities to which transaction applies:


(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


(4)	Proposed maximum aggregate value of transaction:


(5)	Total fee paid:


o¨	Fee paid previously with preliminary materials.
o ¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:


(2)	Form, Schedule or Registration Statement No:


(3)	Filing Party:


(4)	Date Filed:



Director-Nominees:	Common Shares Beneficially Owned	Stock Options Exercisable Within 60 Days	Deferred Shares¹	Percent of Class
Patrick W. Allender	-	-	10,150	*
Roberto Artavia	-	-	4,200	*
Bruce L. Byrnes	-	-	12,950	*
Phillip R. Cox	-	9,000	20,550	*
Richard L. Crandall	6,089	13,500	20,900	*
Gary G. Greenfield	-	-	-	*
Gale S. Fitzgerald	6,089	13,500	20,150	*
Robert S. Prather, Jr.	-	-	4,200	*
Rajesh K. Soin	3,000	-	7,450	*
Henry D. G. Wallace	3,000	13,500	22,250	*
Alan J. Weber	1,500	9,000	20,150	*
Named Executive Officers:
Andreas W. Mattes² President and Chief Executive Officer	27,987	-	-	*
Christopher A. Chapman³ Vice President, Global Finance	17,085 ¹⁰	18,188	-	*
George S. Mayes, Jr.⁴ Executive Vice President, Chief Operating Officer	54,685 ¹⁰	73,895	-	*
Lance (Tony) Byerly Executive Vice President, Electronic Security	8,859	9,873	-	*
Dennis D. Deering⁵ Former Vice President, Global Services and Operations	5,505 ¹⁰	14,850	-	*
Thomas W. Swidarski⁶ Former President and Chief Executive Officer	-	196,900	-	*
Bradley C. Richardson⁷ Former Executive Vice President and Chief Financial Officer	12,471	-	-	*
M. Scott Hunter⁸ Former Vice President, Treasurer and Chief Tax Officer	5,311 ¹⁰	-	-	*
Miguel A. Mateo⁹ Former Vice President, Latin America Division	29,006	42,575	-	*
All Current Directors, Director-Nominees, Named Executive Officers and Current Executive Officers as a Group (20)	206,231	514,045	142,950	1.12%



Name	2012 Salary	2013 Salary	Increase %
Andreas W. Mattes	---	$775,000 ¹	---
Christopher A. Chapman	$236,130	$263,000	11.4% ²
George S. Mayes, Jr.	$360,767	$500,000	38.6% ³
Lance A. Byerly	$350,000	$350,000	0.0%
Dennis D. Deering	$194,575	$235,000	20.8% ⁴
Henry D. G. Wallace	---	$51,000/month ⁵	---
Thomas W. Swidarski	$840,000	$840,000	0.0%
Bradley C. Richardson	$520,032	$520,032	0.0%
M. Scott Hunter	$233,137	$240,000	2.9%
Miguel A. Mateo	$266,545	$275,000	3.6%



Name / Goals	Weight	Target Performance	Actual Performance	Incentive Earned (% of Target)
Andreas W. Mattes
Corporate Free Cash Flow	50%	$125	$165	200%
Corporate Operating Profit	30%	$186	$138.7	100% ²
Key Initiatives ¹	20%	---	---	200% ²
Total:	100%			170%
Christopher A. Chapman
Corporate Free Cash Flow	50%	$125	$165	200%
Non GAAP EPS	30%	$2.00	$1.36	0%
Key Initiatives ¹	20%	---	---	200%
Total:	100%			140%
George S. Mayes, Jr.
Corporate Free Cash Flow	50%	$125	$165	200%
Corporate Operating Profit	30%	$186	$138.7	0%
Key Initiatives ¹	20%	---	---	200%
Total:	100%			140%
Lance A. Byerly
Corporate Free Cash Flow	50%	$ 125	$ 165	200%
Electronic Security Operating Profit ¹	30%	---	---	40%
Key Initiatives ¹	20%	---	---	43%
Total:	100%			105%
Dennis D. Deering
Corporate Free Cash Flow	50%	$125	$165	143%
Corporate Operating Profit	30%	$186	$138.7	0%
Key Initiatives ¹	20%	---	---	100%
Total:	100%			91%
Thomas W. Swidarski	Mr. Swidarski was not eligible to participate due to his separation in January 2013 before performance metrics were established.
Bradley C. Richardson	Mr. Richardson did not receive a cash bonus due to his resignation in November 2013.
M. Scott Hunter	Mr. Hunter did not receive a cash bonus due to his separation in November 2013.
Miguel A. Mateo
Latin America Operating Profit ¹	40%	---	---	0%
Corporate Free Cash Flow	20%	$125	$165	200%
Latin America Cash Conversion	20%	57 Days	67 Days	0%
Key Initiatives ¹	20%	---	---	100%
Total:	100%			60%
¹Disclosing the qualitative and quantitative performance measures for key initiatives, which we do not otherwise disclose publicly, would cause us competitive harm by potentially disrupting our customer relationships and providing competitors with insight to our specific strategy. We typically set target performance at a level consistent with investor guidance that is "stretch but reasonable", taking into account the current economic / business environment, our transformation strategy, and continuous improvement requirements for the Company and key executives.
² For Corporate Operating Profit, Mr. Mattes received a minimum guaranteed payout at target pursuant to his employment agreement, as discussed in more detail under "Employment Agreements" below. For his key initiatives, after taking into consideration his overall performance following his appointment, and consistent with the achievement of certain established key initiatives of the other NEOs and of his broader senior leadership team, the Committee approved a maximum payout for Mr. Mattes.



Name	2013 Actual Bonus	2013 Target Bonus	Actual as % of Target
Andreas W. Mattes ¹	$900,953	$529,973	170%
Christopher A. Chapman	$184,100	$131,500	140%
George S. Mayes, Jr.	$525,000	$375,000	140%
Lance A. Byerly	$274,628	$262,500	105%
Dennis D. Deering	$75,200	$82,250	91%
Thomas W. Swidarski	$0	$840,000	0%
Bradley C. Richardson	$0	$390,024	0%
M. Scott Hunter	$0	$120,000	0%
Miguel A. Mateo ¹	$75,625	$137,500	60%

¹Prorated amounts.



Name	Stock Options	Performance Shares (Target)	RSUs
Andreas W. Mattes	98,082	37,033	17,203
Christopher A. Chapman	7,540	3,192	3,277¹
George S. Mayes, Jr.	44,379	18,787	7,515
Lance A. Byerly	10,981	4,649	1,859
Dennis D. Deering	n/a	n/a	636
Thomas W. Swidarski	n/a	n/a	n/a
Bradley C. Richardson	31,124	13,176	5,270
M. Scott Hunter	7,540	3,192	1,277
Miguel A. Mateo	8,575	3,630	1,452


▪	A membership at Firestone Country Club is maintained by the company for business purposes. Access to this membership is generally available only to our CEO, Mr. Mattes, as it is believed Diebold will benefit from the business development and networking opportunities provided by this corporate club membership;


▪	~~Reimbursement for financial planning services up to $12,000;~~


▪	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; and


▪	~~Our company car program, or car allowance, was eliminated for all executives, including the NEOs, effective March 2013.~~


▪	~~Severance of two times base salary (for Mr. Byerly, severance of two times base salary and target bonus as discussed further below);~~


▪	~~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.~~


▪	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; and~~


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


▪	~~Professional outplacement services for a limited time period.~~



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. Mattes⁷ President and Chief Executive Officer	2013	408,365	370,980	2,104,265	813,747	529,973	—	95,732	4,323,062
	2012	—	—	—	—	—	—	—	—
	2011	—	—	—	—	—	—	—	—
Christopher A. Chapman⁸ Vice President, Global Finance	2013	239,238		190,651	57,095	184,100	—	20,366	691,450
	2012	—	—	—	—	—	—	—	—
	2011	—	—	—	—	—	—	—	—
George S. Mayes, Jr. Executive Vice President and Chief Operating Officer	2013	468,674	—	772,114	336,051	525,000	—	193,797	2,295,636
	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
Lance A. Byerly Executive Vice President, Electronic Security	2013	335,192	—	191,047	83,151	274,628		155,466	1,039,484
	2012	—	—	—	—	—	—	—	—
	2011	—	—	—	—	—	—	—	—
Dennis D. Deering⁹ Former Vice President, Global Services and Operations	2013	222,104	—	18,997	—	75,200	127,270	554,376	997,947
	2012	—	—	—	—	—	—	—	—
	2011	—	—	—	—	—	—	—	—
Henry D. G. Wallace¹⁰ Non-executive Chairman of the Board and Former Executive Chairman of the Board	2013	331,500	—	124,866	—	—	—	224,005	680,371
	2012	—	—	—	—	—	—	—	—
	2011	—	—	—	—	—	—	—	—
Thomas W. Swidarski¹¹Former President and Chief Executive Officer	2013	61,385	—	—	—	—	—	5,953,600	6,014,985
	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
Bradley C. Richardson¹² Executive Vice President and Chief Financial Officer	2013	442,027	—	541,495	235,680	—	—	46,044	1,265,246
	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
M. Scott Hunter¹³ Former Vice President, Treasurer and Chief Tax Officer	2013	219,692	—	131,191	57,095	—	—	1,300,971	1,708,949
	2012	—	—	—	—	—	—	—	—
	2011	—	—	—	—	—	—	—	—
Miguel A. Mateo¹⁴ Former Vice President, Latin America Division	2013	273,942	—	149,186	64,932	82,500	179,431	1,022,143	1,772,134
	2012	—	—	—	—	—	—	—	—
	2011	—	—	—	—	—	—	—	—



¹	~~This~~As disclosed in our 2014 proxy, this column represents that portion of Mr. ~~Mattes'~~Mattes’ annual cash bonus in 2013 that did not qualify for inclusion in the "Non-Equity Incentive Plan Compensation" column above. ~~The details of the amount are discussed in more detail in "Annual Cash Bonus Plan" under “Compensation Discussion and Analysis” above.~~



	All Other Compensation ($)
Named Executive Officer	(a)	(b)	(c)	(d)	(e)	(f)	(g)
Andreas W. Mattes	-	-	17,765	9,970	9,892	-	58,105
Christopher A. Chapman	-	-	4,590	-	1,876	-	3,900
George S. Mayes, Jr.	2,281	-	146,448	10,000	25,612	-	9,456
Lance A. Byerly	-	-	5,397	-	10,188	-	139,881
Dennis D. Deering	2,469	-	4,590	-	2,341	544,976	-
Henry D. G. Wallace	-	-	-	-	24,380	-	199,625
Thomas W. Swidarski	1,872	1,600	1,105	1,600	-	5,947,423	-
Bradley C. Richardson	1,800	-	16,742	10,019	17,483	-	-
M. Scott Hunter	1,574	-	4,590	-	6,884	1,287,923	-
Miguel A. Mateo	1,574	-	3,060	-	12,749	999,625	5,135



Deferred Incentive Compensation Plan No. 2
Name	Executive Contributions in 2013¹ ($)	Registrant Contributions in 2013 ($)	Aggregate Earnings in 2013²($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance as of December 31, 2013³ ($)
Andreas W. Mattes	-	-	-	-	-
Christopher A. Chapman	-	-	-	-	-
George S. Mayes, Jr.	-	-	-	-	-
Lance A. Byerly	-	-	-	-	-
Dennis D. Deering	-	-	-	-	-
Henry D. G. Wallace	127,750	-	168,758	-	509,748
Thomas W. Swidarski	-	-	-	-	-
Bradley C. Richardson	-	-	66,476	-	767,211
M. Scott Hunter	-	-	-	-	-
Miguel A. Mateo	237	-	490	-	727



	280G Excise Tax and Gross-up⁵	-	-	-	-	-	-	-	-
	Total:	—	—	1,469,874	—	790,396	790,396	980,460	1,680,460
Dennis D. Deering	Salary/Bonus⁶	-	-	-	578,462	-	-	-	-
	Accelerated Long-Term Incentives:
	Stock options	-	-	-	4,358	-	-	-	-
	Performance shares¹	-	-	-	-	-	-	-	-
	RSUs	-	-	-	43,692	-	-	-	-
	Retirement Benefits:
	Qualified Retirement Plan/SERP²	-	-	-	-	-	-	-	-
	Deferred Compensation Plan³	-	-	-	-	-	-	-	-
	Other Benefits⁴	-	-	-	17,597	-	-	-	-
	280G Excise Tax and Gross-up⁵	-	-	-	-	-	-	-	-
	Total:	—	—	—	644,109	—	—	—	—
Henry D. G. Wallace	Salary/Bonus	-	-	-	-	-	-	-	-
	Accelerated Long-Term Incentives:
	Stock options	-	-	-	-	-	-	-	-
	Performance shares¹	-	-	-	-	-	-	-	-
	RSUs	-	-	-	-	-	-	-	-
	Retirement Benefits:
	Qualified Retirement Plan/SERP²	-	-	-	-	-	-	-	-
	Deferred Compensation Plan³	-	-	-	-	-	-	-	-
	Other Benefits⁴	-	-	-	-	-	-	-	-
	280G Excise Tax and Gross-up⁵	-	-	-	-	-	-	-	-
	Total:	—	—	—	—	—	—	—	—
Thomas W. Swidarski	Salary/Bonus⁶	-	-	5,846,734	-	-	-	-	-
	Accelerated Long-Term Incentives:
	Stock options	-	-	596,239	-	-	-	-	-
	Performance shares¹	-	-	1,617,060	-	-	-	-	-
	RSUs	-	-	440,155	-	-	-	-	-
	Retirement Benefits:
	Qualified Retirement Plan/SERP²	-	-	2,946,251	-	-	-	-	-
	Deferred Compensation Plan³	-	-	36,074	-	-	-	-	-
	Other Benefits⁴	-	-	36,074	-	-	-	-	-
	280G Excise Tax and Gross-up⁵	-	-	-	-	-	-	-	-
	Total:	—	—	11,518,587	—	—	—	—	—
Bradley C. Richardson	Salary/Bonus	-	-	-	-	-	-	-	-
	Accelerated Long-Term Incentives:
	Stock options	-	-	-	-	-	-	-	-
	Performance shares¹	-	-	-	-	-	-	-	-
	RSUs	-	-	-	-	-	-	-	-
	Retirement Benefits:
	Qualified Retirement Plan/SERP²	362,139	-	-	-	-	-	-	-
	Deferred Compensation Plan³	-	-	-	-	-	-	-	-
	Other Benefits⁴	-	-	-	-	-	-	-	-
	280G Excise Tax and Gross-up⁵	-	-	-	-	-	-	-	-
	Total:	362,139	—	—	—	—	—	—	—
M. Scott Hunter	Salary/Bonus	-	-	1,075,000	-	-	-	-	-
	Accelerated Long-Term Incentives:
	Stock options	-	-	-	-	-	-	-	-
	Performance shares¹	-	-	-	-	-	-	-	-
	RSUs	-	-	-	-	-	-	-	-
	Retirement Benefits:
	Qualified Retirement Plan/SERP²	-	-	313,278	-	-	-	-	-
	Deferred Compensation Plan³	-	-	-	-	-	-	-	-
	Other Benefits⁴	-	-	200,000	-	-	-	-	-
	280G Excise Tax and Gross-up⁵	-	-	-	-	-	-	-	-
	Total:	—	—	1,588,278	—	—	—	—	—
Miguel A. Mateo	Salary/Bonus⁶	-	-	-	829,039	-	-	-	-
	Accelerated Long-Term Incentives:
	Stock options	-	-	-	37,348	-	-	-	-
	Performance shares¹	-	-	-	188,190	-	-	-	-
	RSUs	-	-	-	311,911	-	-	-	-
	Retirement Benefits:
	Qualified Retirement Plan/SERP²	-	-	-	583,596	-	-	-	-
	Deferred Compensation Plan³	-	-	-	-	-	-	-	-
	Other Benefits⁴	-	-	-	46,260	-	-	-	-
	280G Excise Tax and Gross-up⁵	-	-	-	-	-	-	-	-
	Total:	—	—	—	1,996,344	—	—	—	—



	The Audit Committee:
	Patrick W. Allender, Chair
	Gale S. Fitzgerald
	Robert S. Prather, Jr.
	Alan J. Weber



Proposal 2	The Audit Committee has again appointed KPMG LLP, our independent registered public accounting firm since 1965, to examine our accounts and other records for the year ending December 31, 2016. This appointment is being presented to you for ratification at the Annual Meeting. If the shareholders fail to ratify the appointment, the Audit Committee will reconsider its selection. KPMG LLP has no financial interest, direct or indirect, in us or any of our subsidiaries. A representative of KPMG LLP is expected to be present at the 2016 Annual Meeting, to make a statement if he or she desires and to respond to appropriate questions.



	2013	2012
Audit Fees¹	$4,694,000	$3,367,593
Audit-Related Fees²	-	178,747
Tax Fees³	371,000	763,796
All Other Fees⁴	30,000	45,000
Total	$5,095,000	$4,355,136



	2015	2014
Audit Fees¹	$4,624,000	$4,289,000
Audit-Related Fees	—	—
Tax Fees²	$193,000	356,000
All Other Fees³	—	—
Total	$4,817,000	$4,645,000



¹	“Audit ~~Fees”~~Fees consist of fees billed for professional services rendered for the audit of our annual financial statements and the review of the interim financial statements included in quarterly reports and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings.


²	~~"Audit-Related Fees" consisted of fees billed related to the remediation of our internal financial controls and our global FCPA review.~~


³	“Tax ~~Fees”~~Fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning, both domestic and international. These services include assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.



Proposal 3	In this Proposal 3, as required by Section 14A of the Exchange Act and pursuant to Rule 14a-21(a) promulgated thereunder, we are providing our shareholders the opportunity to cast an advisory (non-binding) vote to approve the compensation paid to our NEOs, as disclosed in "Compensation Discussion and Analysis" and "Executive Compensation" above, pursuant to the compensation rules of the SEC. While this vote is advisory, and thus not binding on the Company, the Board values the opinions of our shareholders and the Compensation Committee will review the results of the vote and expects to take them into consideration when making future decisions regarding named executive officer compensation. Under current Board policy, the shareholder vote for advisory approval of named executive officer compensation will occur annually. After the 2016 Annual Meeting, the next such vote will occur at our 2017 Annual Meeting of Shareholders.