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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)14A-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨    Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý    Definitive Proxy Statement
¨    Definitive Additional Materials
¨    Soliciting Material Pursuant to 240.14a-12
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to 240.14a-12
Diebold, Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
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Payment of Filing Fee (Check the appropriate box):
xýNo 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):
  
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o¨Fee paid previously with preliminary materials.
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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.
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5995 Mayfair Road

P. O. Box 3077 • North Canton, Ohio 44720-8077
March 11, 201510, 2016
Dear Shareholder:
The 20152016 Annual Meeting of Shareholders of Diebold, Incorporated will be held at the Courtyard Marriott, 4375 Metro Circle NW, North Canton, Ohio 44720, on Thursday, April 23, 201521, 2016 at 11:30 a.m. EDT.
As described in the accompanying Notice and Proxy Statement, at the Annual Meeting, you will be asked to (1) elect ten directors, (2) ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2015,2016, and (3) approve, on an advisory basis, our named executive officer compensation, and (4) approve the Diebold, Incorporated Annual Cash Bonus Plan.compensation.
We are pleased to continue to take advantage of the Securities and Exchange Commission rules allowing us to furnish proxy materials to shareholders on the Internet. We believe that these rules provide you with proxy materials more quickly and reduce the environmental impact of our Annual Meeting. Accordingly, we are mailing to shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review our 20152016 Proxy Statement and Annual Report for the year ended December 31, 2014,2015, and to vote online or by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting these materials on the Notice of Internet Availability of Proxy Materials.
All holders of record of Diebold, Incorporated common shares at the close of business on February 27, 201526, 2016 are entitled to vote at the 20152016 Annual Meeting. You may vote online at www.proxyvote.com.www.proxyvote.com. If you received a paper copy of the proxy card by mail, you may also vote by signing, dating and mailing the proxy card promptly in the return envelope or by calling a toll-free number.
If you are planning to attend the meeting, directions to the meeting location are included on the back page. If you are unable to attend the meeting, you may listen to a replay that will be available on our web site at http://www.diebold.com.www.diebold.com. The replay may be accessed on our web site soon after the meeting and shall remain available for up to three months.
We look forward to seeing those of you who will be attending the meeting.
Sincerely,
HENRY D.G. WALLACE
Chairman of the Board
Sincerely, 
HENRY D. G. WALLACEANDREAS W. MATTES
Chairman of the BoardPresident and Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be held on April 23, 2015.21, 2016.
This proxy statement, along with our Annual Report for the year ended December 31, 2014,2015, including exhibits, are available free of charge at www.proxyvote.com (you will need to reference the 12-digit16-digit control number found on your proxy card
or Notice of Internet Availability of Proxy Materials in order to vote).






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5995 Mayfair Road
P.O.
P. O. Box 3077 • North Canton, Ohio 44720-8077
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 23, 2015
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 23, 201521, 2016 at 11:30 a.m. EDT, for the following purposes:
1.To elect ten directors;
2.
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2015;
2016; and
3.To approve, on an advisory basis, our named executive officer compensation; and
4.To approve the Diebold, Incorporated Annual Cash Bonus 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 27, 201526, 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
 
 Jonathan B. Leiken
 Senior Vice President, Chief Legal Officer and Secretary

March 11, 2015
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.






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DIEBOLD, INCORPORATED
5995 Mayfair Road
P.O. Box 3077 • North Canton, Ohio 44720-8077

PROXY STATEMENT
2016 ANNUAL MEETING OF SHAREHOLDERS APRIL 23, 2015
General InformationTABLE 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 20152016 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 11, 2015.10, 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
 WhenTime and where is the Annual Meeting?Date11:30 a.m. EDT, April 21, 2016
   
A:PlaceThe 2015 Annual Meeting will be held at the
Courtyard Marriott
4375 Metro Circle NW
North Canton, Ohio 44720 on April 23, 2015, at 11:30 a.m. EDT.
   
Q:Record DateClose of Business on February 26, 2016

Proposals for Your Vote and Board Recommendations
ProposalBoard RecommendationPage References
(for more detail)
1. To Elect Ten Directors    FOR EACH NOMINEE16-20
2. To Ratify the Appointment of Our Independent Registered Public Accounting Firm (KPMG LLP)    FOR66
3. Advisory Vote to Approve Named Executive Officer Compensation    FOR23-44, 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 HighlightsAgeDirector SinceIndependentAuditBoard Gov.Comp.Fin.TS&I
Patrick W. Allender 
Retired Executive Vice President, Chief Financial Officer and Secretary, Danaher Corporation
692011YesChair  • 
Phillip R. Cox 
President and Chief Executive Officer, Cox Financial Corporation
682005Yes •Chair  
Richard L. Crandall 
Managing Partner, Aspen Venture LLC
721996Yes 

•

  Chair
Gale S. Fitzgerald 
Retired President and Director, TranSpend, Inc.
651999Yes

•

Chair   
Gary G. Greenfield 
Partner, Court Square Capital Partners
612014Yes   

•


•

Andreas W. Mattes 
President and Chief Executive Officer, Diebold, Incorporated
542013No     
Robert S. Prather, Jr. 
President and CEO of Heartland Media, LLC
712013Yes

•

  

•

 
Rajesh K. Soin 
Chairman of the Board and Chief Executive Officer, Soin, LLC
682012Yes  

•

 

•

Henry D. G. Wallace 
Non-executive Chairman of the Board, Diebold, Incorporated
702003Yes 

•


•

  
Alan J. Weber 
Chief Executive Officer, Weber Group LLC
672005Yes

•

  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.

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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.


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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 ten directors;
• Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2015;
• Approve, on an advisory basis, our named executive officer compensation; and
• Approve the Diebold, Incorporated Annual Cash Bonus 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 20152016 Annual Meeting is February 27, 2015.26, 2016. Each shareholder of record of our common shares as of the close of business on February 27, 201526, 2016 is entitled to one vote for each common share held. As of the record date, there were 64,824,93265,137,132 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 20152016 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 digit16-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-digit16-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.

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Q:How does the Board recommend I vote?
A:The Board recommends a vote:
• FOR each of our ten nominees for director;
• FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2015;
• FOR the approval, on an advisory basis, of our named executive officer compensation; and
• FOR the approval of the Diebold, Incorporated 2015 Annual Cash Bonus Plan.
  
Q:Can I change my vote after I have voted?
A:You may change your vote at any time before your proxy is voted at the 20152016 Annual Meeting by:
 •    Revoking your proxy by sending written notice or submitting a later dated, signed proxy before the 20152016 Annual Meeting to our Corporate Secretary at the Company’s address above;
 
•    Submitting a later dated, signed proxy before the start of the 20152016 Annual Meeting;
 •    If you have voted by the Internet or by telephone, you may vote again over the Internet or by telephone up until 11:59 p.m. EDT on April 22, 2015;20, 2016; or
 •    Attending the 20152016 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 non-executive Chairman, any Vice President or our Corporate Secretary no later than 11:29 a.m. EDT on April 21, 201519, 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.

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 We have received written notice from a shareholder that he desires that cumulative voting be in effect for the election of directors. Accordingly, unless contrary instructions are received on the enclosed proxy, it is presently intended that all votes represented by properly executed proxies will be divided evenly among the director-nominees. However, if voting in such manner would not be effective to elect all such director-nominees, votes will be cumulated at the discretion of the Proxy Committee so as to maximize the number of such director-nominees elected.
  
Q:How many votes are required to adopt each proposal?
A:For Proposal 1, the director-nominees receiving the greatest number of votes will be elected, subject to our Majority Voting Policy described below. For each of Proposals 2 3 and 4,3, 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:
Our Board of Directors has adopted a policy that any director-nominee 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.”

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"
 Proposal 2, the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2015,2016, 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 or 4.3.
  
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 and 4,3, 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 Internetinternet 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-digit16-digit control number on each Notice when voting by Internet.


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Table of Contents

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




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





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CORPORATE GOVERNANCE

Board Leadership Structure
Since 2006, we have separated theOur Board is committed to strong leadership and currently maintains separate roles of our Chief Executive Officer, or CEO, and our Chairman of the Board. The Company intends to maintain the separation between its CEOWe believe this structure is effective for our current circumstances and Chairman of the Board positions for the time being and at least through 2015. Otherwise, thea good governance practice. The Board does not have a specific policy with respect to separating versusor 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, and any other factors that may be relevant to the analysis.

needs.
Board and 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 Company’s needs, challenges and opportunities. The assessment program includes:
•Full Board Self-Assessment. Annual self-assessment that includes a full board self-assessment, committee assessments, a chairman assessment, and individual director assessments. The full board self-assessment includes comprehensive questionnaire including a wide-range of topicsquestions designed to provide a holistic evaluation of the performance of the Board in light of the needs of the Company. Eachour needs. The committee, chairman, and individual director is required to complete the questionnaire.assessments are more specifically tailored. The assessment results are reviewedshared with the applicable directors, committee members, and discussed by the Board Governance Committee, and any proposed actions are then reported to the full Board, of Directors.
•Committee Assessments. Annual assessment of each Board Committee’s performance over the prior year, as led by the applicable Committee Chair. Resultsand appropriate action plans are reviewed by the respective Committee Chairs,prepared and discussed with the applicable Committee members, and any proposed actions are then reported to the full Board of Directors.executed.
•Chairman Assessment. Annual assessment of the Chairman of the Board that includes a comprehensive questionnaire including relevant topics necessary to provide a thorough analysis of the Chairman’s performance and role in leading the Board in its responsibilities and obligations. Each director completes the questionnaire anonymously. The results are reviewed by the Chairman and the Board Governance Committee, and any proposed actions are then reported to the full Board of Directors.
•Individual Director Assessment. Annual assessment of each individual director, including of themselves, that includes a comprehensive questionnaire including relevant topics necessary to provide a thorough analysis of each director’s performance on the Board. Each director completes the questionnaires anonymously with respect to the other directors. The results are reviewed by the Chairman who delivers feedback to each individual director.

Board Meetings and Executive Sessions
During 2014, theThe Board held five regular meetings and two special meetings in person. With the exception of Mr. Artavia, allperson or 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 2014. Due to scheduling conflicts with other professional obligations, Mr. Artavia attended 66% of the aggregate of the total Board and committee meetings on which he served in 2014.2015.
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.
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 20152016 Annual Meeting unless there are extenuating circumstances for nonattendance.non-attendance. All directors standing for re-election attended the 20142015 Annual Meeting of Shareholders.

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Board Risk Oversight
The Board and the Board committees collectively play an active role in overseeing management of the Company’sour risks and in helping the Company establish an appropriate risk tolerance. The Board oversees the Company’sour 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 as part of each Board meeting, and more frequently as needed, to discuss strategic planning, including the key risks inherent in our short- and long-term 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.

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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.
We also have robust internal dialog 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 OperatingSecurity Officer, Corporate Controller, Chief Legal Officer, Chief Ethics and Compliance Officer, Chief Human Resources Officer, Chief Communications Officer, and/or Vice President, Internal Audit and other Vice President leadsPresidents of our various divisions and regions, as appropriate, with open lines of communication among them, 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, optimizesoptimize 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 Committee. In 2014, the Board also formed a Technology Strategy & Innovation Committee, which is discussed further below. The following is a summary of our committee structure and membership:

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Audit Committee
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, and its functions 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 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 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. This committee met in person or telephonically eight times during 2014, 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
This committee’s functions include reviewing the qualifications 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 leads and oversees all of the Board assessments, including the Committee assessments with respect to process and design, as described above in “Board and Director Assessments.” This committee also oversees director orientation and education, as described in “Director Orientation and Education” below. The committee’s current charter is available on our web site at http://www.diebold.com.
The current members of the Board Governance Committee are Gale S. Fitzgerald, Chair, Patrick W. Allender, Bruce L. Byrnes, Rajesh K. Soin and Henry D. G. Wallace, all of whom are independent. This committee met in person or telephonically five times during 2014, and had informal communications between themselves and management at various other times during the year.
Compensation Committee
This committee administers our executive pay program. 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 determines and measures 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 ratification of such achievements. 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, all of whom are independent under the NYSE rules and applicable SEC requirements. This committee met in person or telephonically four times during 2014, 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 assessing at least annually the investment performance of our retirement plans and 401(k) plans. 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 Robert S. Prather, Jr. This committee met in person or telephonically once in 2014, and had informal communications between themselves and management at various other times during the year.
Technology Strategy and Innovation CommitteeCommittee. Each committee's members and meetings during 2015 and functions are described below.
Upon the recommendation
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.


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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.

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.


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FinanceCommittee
Members:
Alan J. Weber (Chair), Patrick W. Allender, Gary G. Greenfield and Robert S. Prather, 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 with 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 management of those assets.
•    Reviews our financial exposure and liabilities, including the use of derivatives and other risk management techniques.
•    Makes recommendations to the Board related to customer financing activities and funding plans for our company.


Technology Strategy and Innovation Committee
Members:
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.
Primary Duties and Responsibilities:
•    Assists the Board in its oversight of our investment in services technology and intellectual property.
•    Evaluates our global technology and innovation strategies and initiatives, including their impact on our performance and competitive position.
•    Evaluates management proposals for strategic technology investments, divestitures, and acquisitions.
•    Provides clarification and validation to the Board on the direction of our company as it relates to technology and innovation.

Corporate Governance Materials Available on Our Website
Copies of the Board Governance Committee, this committee was formed by the Board in April 2014, and its functions include overseeing the Company’s technology goals and strategies. Specifically, the committee focuses on overseeing strategies regarding innovation, competitive differentiation, customer and market understanding, research and development and engineering programs, security and privacy dimensions, as well as partnering and acquisition proposals. The committee’s current charter isfollowing documents, among others, are available on our web site at http://www.diebold.com.
The memberswebsite (www.diebold.com) in the Corporate Governance portion of the Investor Relations section under the Company tab:
Current Charters for our Audit, Board Governance, Compensation, Finance, and Technology Strategy and Innovation Committee are Richard L. Crandall, Chair, Roberto ArtaviaCommittees;
Our Director Independence Standards;
Our Corporate Governance Guidelines;
Our Code of Business Ethics.
Information on our website is not, and Gary G. Greenfield. This committee met in personwill not be deemed to be, a part of or telephonically three times in 2014.incorporated into this proxy statement.

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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 and Alan J. Weber, has no material relationship with Diebold (either directly or as a partner, shareholder or officer of an organization that has a relationship

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with us) and is independent under our director independence standards, 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. Our director independence standards are available on our web site at http://www.diebold.com.
In making the independence determinations, the Board considered the following:
Mr. Crandall serves on the board of directors of R.R. Donnelley & Sons Company, which provided printing services related to our proxy statement for our 20142015 annual meeting of shareholders for a fee of approximately $31,000.$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 these services andby R.R. Donnelley, Mr. Crandall’s service on the R.R. Donnelley board, and the Roundtable’s receipt of a membership fee from Diebold did not create a material relationship or impair the independence of Mr. Crandall.
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 20142015 for a fee of approximately $154,000.$105,000. The Board determined that the provision of these services and Mr. Weber’s board membership did not create a material relationship or impair the independence of Mr. Weber.
Mr. Cox serves as 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. To date,Employees of Cox Financial has notCorporation received any remuneration as a resultaggregate commissions from the respective insurance companies of these brokerage services.approximately $14,930 during 2015. The Board determined that the provision of these brokerage services to our employees, at their own expense and election, for purposes of their long termlong-term disability insurance coverage, did not create a material relationship or impair the independence of Mr. 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 2014,2015, we did not engage in any related person transaction(s) requiring disclosure under Item 404 of Regulation S-K.

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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 chairsdescription 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
Independent 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 hashave 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.

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

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-partyrelated 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, 20142015 were Phillip R. Cox, Chair, Rajesh K. Soin, Henry D. G. Wallace, Richard L. Crandall (through April 2015), and Gale S. Fitzgerald Rajesh K. Soin and Henry D. G. Wallace. Except with respect to Mr. Wallace’s temporary executive status during the period between our prior CEO stepping down in January 2013 until Mr. Mattes assumed the chief executive officer role (as previously disclosed in our 2014 annual proxy statement), no member of the Compensation Committee is or has been an employee of Diebold. In addition, no(through April 2015). No 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 2014.

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

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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 our goal to provide directors with fair and competitive compensation, while ensuring that their compensation is closely aligned with stockholder interests and with our performance.shareholder interests.
The annual retainer received by the directors during 20142015 remained the same as thosethat paid in 2013.2014. Accordingly, during 2014,2015, our non-employee directors received an annual retainer of $65,000 for their service as directors. Our non-executive Chairman of the Board received an additional annual retainer of $100,000 (increased from $90,000 effective May 1, 2014).$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:

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 Member Chair
Audit Committee$11,000
 $25,000
Compensation Committee$7,500
 $20,000
Board Governance Committee$7,500
 $15,000
Investment Committee$3,000
 $10,000
Technology Strategy and Innovation Committee$7,500
 $15,000
  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
 

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. TheWe 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 DataData"” under “"Compensation Discussion and Analysis.”"
Prior to 2007, ourIn 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 weredirector was awarded 3,534 deferred common shares, instead of stock options.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 awards since 2007. We believe deferred sharesthese 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 addition, the non-employeeand that these awards provide effective ways to help our directors are subject to thebuild stock ownership.

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2015 Director Stock Ownership Guidelines, as discussed below.Compensation
In 2014, each non-employee director was awarded 3,162 deferred common shares, subject to a one year vesting condition. Each award approximated $125,000 in value.
The following table details the cash retainers and fees received bycompensation of our non-employee directors during 2014, as well as the aggregate grant date fair value of stock grants awarded during 2014 pursuant to our 1991 Plan:

2014 Director Compensationfor 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 93,334 124,425 14,400 232,159 97,500 125,386 15,630 238,516
Roberto Artavia 81,000 124,425 7,557 212,982
Bruce L. Byrnes 82,667 124,425 17,620 224,712
Phillip R. Cox 85,333 124,425 26,360 236,118 90,250 125,386 27,590 243,226
Richard L. Crandall 82,833 124,425 26,762 234,020 87,500 125,386 27,992 240,878
Gale S. Fitzgerald 85,000 124,425 25,900 235,325 90,000 125,386 27,130 242,516
Gary G. Greenfield4
 48,333 124,425 2,727 175,485
Gary G. Greenfield 76,250 125,386 3,957 205,593
Robert S. Prather, Jr. 78,000 124,425 7,557 209,982 82,000 125,386 11,514 218,900
Rajesh K. Soin 79,000 124,425 11,295 214,720 81,250 125,386 12,525 219,161
Henry D. G. Wallace 175,667 124,425 28,315 328,407 181,250 125,386 29,545 336,181
Alan J. Weber 84,333 124,425 25,900 234,658 89,250 125,386 29,857 244,493
1 
This column reports the amount of cash compensation earned in 20142015 for Board and committee service, including Board retainer amounts discussed above and the following committee fees earned in 20142015 (partial amounts reflect pro-rated fees based on time of actual committee service during 2014, as well as an increase in committee and committee chair fees effective as of May 1, 2014)2015):

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Name 
Audit Committee
($)
 
Board
Governance
Committee
($)
 
Compensation
Committee
($)
 
Investment
Committee
($)
 
Technology Strategy & Innovation Committee
($)
Audit Committee
($)		Board
Governance Committee
($)
Compensation
Committee
($)
Finance
Committee
($)
Technology Strategy & Innovation Committee
($)
Patrick W. Allender 21,667 6,667 — — —25,0003,750—3,750—
Roberto Artavia 11,000 — — — 5,000
Bruce L. Byrnes 11,000 6,667 — — —
Phillip R. Cox — — 17,333 3,000 ——3,75020,0001,500—
Richard L. Crandall — — 7,333 1,000 9,500—3,750—15,000
Gale S. Fitzgerald — 12,667 7,333 — —6,25015,0003,750—
Gary G. Greenfield — — — — 5,000—3,7507,500
Robert S. Prather, Jr. 11,000 — — 2,000 —11,750—5,250—
Rajesh K. Soin — 6,667 7,333 — ——3,7508,750—3,750
Henry D. G. Wallace — 6,667 7,333 — ——7,5008,750—
Alan J. Weber 11,000 — — 8,333 —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 2014,2015, as further described above. Each director received 3,1623,534 deferred shares as of April 24, 2014,23, 2015, with a closing price of our common shares on that date of $39.35.$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, 2014,2015, the aggregate number of vested and unvested deferred shares held by our current directors was: Mr. Allender, 13,312; Mr. Artavia, 7,362; Mr. Byrnes, 16,112;13,684; Mr. Cox, 23,712;24,084; Mr. Crandall, 24,062;24,434; Ms. Fitzgerald, 23,312;23,684; Mr. Greenfield, 3,162;3,534; Mr. Prather, 7,362;7,734; Mr. Soin, 10,612;10,984; Mr. Wallace, 25,412;25,784; and Mr. Weber, 23,312.23,684. In addition, as of December 31, 2014,2015, the aggregate number of common shares issuable pursuant to options outstanding held by current directors was: Mr. Cox, 9,000;4,500; Mr. Crandall, 9,000;4,500; Ms. Fitzgerald, 9,000;4,500; Mr. Wallace, 9,000;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
Mr. Greenfield was elected to the Board of Directors at the 2014 Annual Meeting of Shareholders in April 24, 2014.

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Director Stock Ownership Guidelines
As reported in our 2014 proxy, the Board updated its stock ownership guidelines in 2013 to better align with the practices of our peer group (discussed further below under “"Peer Companies and Competitive Market DataData"”under “"Compensation Discussion and AnalysisAnalysis"”). Each non-employee director is expected to own common shares of Diebold valued at least five times the annual retainer, and the directors are not permitted to sell any vested shares prior to meeting this ownership level. These ownershipWe count the deferred shares 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,” theThe 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.

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 theThe 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 ProposalsProposals"” below.

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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.

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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 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 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 in order to strengthen the talent and capabilities of the Board and anythe 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 broad business and industry experience with comprehensive diversity characteristics and professional viewpoints. Together, these considerations enable us to appropriately pursue our strategic objectives domestically and abroad.
Qualifications for Board service have not been reduced to a checklist of specific standards or minimum qualifications, skills or qualities. However,Rather, the Board Governance Committee makes its determinations asdecides which nominees to director selectionrecommend 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, 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 performance and contributions of each incumbent director are assessed as part of the Board’s annual assessment program, as discussed above in “"Board and Director Assessments.”"

A copy of our Corporate Governance Guidelines is available on our web site at http://www.diebold.com.
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The Board Governance Committee has identified the director-nominees below as fittingbelieves that each of our directors fits the general qualifications described above and in particular, due to the specificbrings valuable experience, skills and qualifications to the Board. Accordingly, each of them would bring or continue to bring toour 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.

16

PROPOSAL 1: ELECTION OF DIRECTORS
The Board recommends that its ten nominees for director be elected at the 2015
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 ten 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 — 68
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)(a diversified manufacturing company).
CurrentlyHe currently is a director of Brady Corporation, Milwaukee, Wisconsin (identification solutions)(an identification solutions company), where he has served since 2007 and where he serves as Chair of the Finance Committee and as a member of the Audit and Nominating Committees; andCommittees. 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.
Chair of our Audit Committee and member of our Board Governance Committee.Director Qualifications:
Mr. Allender’s 18 years as Chief Financial Officerchief financial officer of a large publicly-tradedpublicly 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.

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Our Director Nominees
Phillip R. Cox

Age: 68
Director since 2005
Age — 67
Committees:
Compensation Committee (Chair)
Board Governance Committee
1972 – PresentPrincipal 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.

CurrentlyMr. 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;Committees. He also serves as a director of Touchstone Investments, Cincinnati, Ohio (mutual(a mutual fund company), where he has served since 1993 and where he has served as Chairman of the Board since 2008; and2008. Mr. Cox also is a director of The Timken Company, Canton, Ohio (engineered(an engineered steel products) since 2004,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 the Finance Committee from 2004 – 2011.

Chair of our Compensation Committee and member of our Investment Committee.

2004-2011.
Director Qualifications:
Mr. Cox’s 43 years of experience as a president and Chief Executive Officerchief 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 theour Board with experience relevant to many key aspects of our business. Mr. Cox’s experience as a Chief Executive Officerchief 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 industryserving on public company boards of directors provides the understanding necessary to serve on our InvestmentBoard Governance Committee.
 


17


Name, Term and Age
Position, Principal Occupation, Business Experience and
Directorships Last Five Years, and Qualifications to Serve
Richard L. Crandall

Age: 72
Director since 1996
Age — 71
Committees:
Technology Strategy and Innovation Committee (Chair)
Board Governance Committee
2001 - PresentPrincipal 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)., and has served in that capacity since 1995.
CurrentlyMr. 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. FormerlyMr. 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 - 2013.2012-2013.
Chair of our Technology Strategy and Innovation Committee and member of our Compensation Committee.Director Qualifications:
Mr. Crandall’s extensive experience as an entrepreneur, leader and Boardboard 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 19 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 Committee, and his information technology experience provides perspective on cybersecurity, technology risks facing us, as well as ourand technology-related strategies.

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Our Director Nominees
Gale S. Fitzgerald

Age: 65
Director since 1999
Age — 64
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).
CurrentlyShe 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; andCommittee. 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 Chief Executive Officerchief executive officer in the information technology industry, Chief Executive Officerchief executive officer of a business unit of International Business Machines and the Presidentpresident and Chief Executive Officerchief 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. With over 20 years of multiple board and committee experiences, Ms. Fitzgerald provides valuable insight to our boardBoard processes and deliberations, and she provides a unique point of view to our Board Governance and CompensationAudit Committees.
 
Gary G. Greenfield

Age: 61
Director since 2014
Age — 60
Committees:
Finance Committee
Technology Strategy and Innovation Committee
2013 - PresentPrincipal 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.
FormerlyMr. Greenfield formerly was a director of Vocus, Inc., Beltsville, Maryland (marketing(a marketing and public relations software)software company), where he served as Chair of the Nominating and Governance Committee from 2008 - 2014.2008-2014.
Member of our Technology Strategy and Innovation Committee.Director Qualifications:
Mr. Greenfield’s proven senior executive experience in high technology industries, coupled with his exceptional ability to grow markets, both domestic and international, and develop products, provides theour Board with experience relevant to many key aspects of our business. Mr. Greenfield’s strong skills at developing company vision and strategies in the evolving software development field strengthen the proficiency of our Board in this area.

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Our Director Nominees
Andreas W. Mattes

Age: 54
Director since 2013
Age — 53President and Chief Executive Officer

2013 - PresentPrincipal 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.


18

Name, Term and Age
Position, Principal Occupation, Business Experience and
Directorships Last Five Years, and Qualifications to Serve
Robert S. Prather, Jr.

Age: 71
Director since 2013
Age — 70
Committees:
Audit Committee
Finance Committee
2012 - PresentPrincipal 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 and Investment Committees.

Director Qualifications:
Mr. Prather brings significant acumen to theour Board as a result of his extensive, broad-based business background, and critical leadership and Boardboard roles in diverse industries. Particularly, Mr. Prather’s long-term experience within the financial and investment services market brings valuable insight to theour 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.
 
Rajesh K. Soin

Age: 68
Director since 2012
Age — 66Committees:
Compensation Committee
Technology Strategy and Innovation Committee
1998 – PresentPrincipal Occupation, Professional and Board Experience:
Mr. Soin is Chairman of the Board and Chief Executive Officer, Soin, International LLC, Beavercreek,West Carrollton, Ohio (investment(an investment holding company); 2002 - 2008: and 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.

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Our Director Nominees
Henry D.G.D. G. Wallace

Age: 70
Director since 2003
Age — 69Chairman of the Board
Committees:
Board Governance Committee
Compensation Committee
August 2013 – PresentPrincipal 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, from January 2013-August 2013.

CurrentlyMr. 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 isBoard and makes him exceptionally qualified to serve as our current non-Executive Chairman of the Board and on our Governance and Compensation Committees,Committees. In addition, with his background as well as previously servinga 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 — 66

Committees:
Finance Committee (Chair)
Audit Committee
2007 - PresentPrincipal Occupation, Professional and Board Experience:
Mr. Weber is the Chief Executive Officer of Weber Group LLC, Greenwich, Connecticut (investment advisory); 2009 - 2013:(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 (investor(an investor communications, securities processing, 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; andCommittee. 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 experience as a Chief Executive Officerchief executive officer and Chief Financial Officerchief 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’sWeber’s experience as Chief Financial Officer of Aetna, Inc., an insurance services company, brings extensive financial expertise to both our Audit Committee and our InvestmentFinance Committee.


19

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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, 2014,2015, 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 ClassName of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of Class
  
Percent of
Class
Common Shares
GGCP,GAMCO Investors, Inc., et alal.
One Corporate Center
Rye, New York 10580
6,317,2145,784,1341
9.90%8.88%
Common Shares
State Street Corporation
State Street Financial Center
One Lincoln Street
Boston, Massachusetts 02111
5,897,1022
9.10%
Common Shares
The Vanguard Group
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
4,069,2583
6.30%
Common Shares
SouthernSun Asset Management LLC
6070 Poplar Avenue, Suite 300
Memphis, Tennessee 38119
4,055,0304
6.30%
Common Shares
BlackRock, Inc.
55 East 52nd Street
New York, New York 10022
3,959,6425,504,25452
6.10%8.5%
Common Shares
The Vanguard Group
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
4,805,1173
7.39%
Common Shares
Capital World Investors
333 South Hope Street
Los Angeles, California 90071
3,925,0004,222,00064
6.00%
Common Shares
Prudential Financial, Inc.
751 Broad Street
Newark, New Jersey 07102
3,407,5607
5.30%
Common Shares
Jennison Associates LLC
466 Lexington Avenue
New York, New York 10017
3,352,7308
5.20%6.5%
1 
Information regarding share ownership was obtained from the Schedule 13D/A filed jointly on January 16, 2014 by Gabelli Funds, LLC, GAMCO Asset ManagementInvestor’s Inc., Gabelli Securities,et al, on March 3, 2016. The entities of GAMCO Investor’s Inc., MJG Associates, Inc.et al., Gabelli Foundation, Inc., MJG-IV Limited Partnership, GGCP, Inc., GAMCO Investors, Inc. and Mario J. Gabelli. We have not received any evidence in the Schedule 13D filings of the foregoing entities that indicates an increase or decrease in the number ofhold our common shares held by such entities during the fiscal year ended December 31, 2014. The entities reported their beneficial ownership as follows: (A)(i) Gabelli Funds, LLC hadhas sole voting and dispositive power with respect to 1,708,900over 1,856,000 of our common shares; (B)(ii) GAMCO Asset Management, Inc. hadhas sole voting power with respect to 4,248,641over 3,618,734 of our common shares and sole dispositive power with respect to 4,467,741over 3,821,534 of our common shares; (C)(iii) MJG Associates, Inc. hadhas sole dispositive and voting power over 6,000 of our common shares; (iv) Gabelli Foundation, Inc. has sole voting and dispositive power with respect to 8,000over 3,000 of our common shares; (D) MJG - IV(v) MJG-IV Limited Partnership hadhas sole voting and dispositive power with respect toover 5,000 of our common shares; (E) Gabelli Foundation,(vi) GGCP, Inc. hadhas sole voting and dispositive power with respect to 5,000over 23,000 of our common shares; (F) GGCP, Inc. hadand (vii) Mario J. Gabelli has sole voting and dispositive power with respect to 35,000over 69,600 of our 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 power of 1,000 common shares. Mario J. Gabelli is deemed to have beneficial ownership of the securities owned beneficially by each 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 J. Gabelli and the Gabelli Foundation, Inc.

2 
Information regarding share ownership was obtained from the Schedule 13G filed jointly on February 12, 2015 by State Street Corporation (“State Street”) and its subsidiary, SSGA Funds Management, Inc. (“SSGA”). State Street has shared voting and dispositive power over 5,897,102 shares of our common stock. SSGA is the beneficial owner of, and has shared dispositive and voting power over 3,822,059 of our common shares, or 5.9% of our common shares outstanding. In addition to SSGA, the following direct or indirect subsidiaries of State Street also beneficially own shares of our common stock: State Street Global Advisors Limited, State Street Global Advisors Australia Limited and State Street Global Advisors Asia Limited.
3
Information regarding share ownership was obtained from the Schedule 13G/A filed February 10, 2015 by The Vanguard Group (“Vanguard”). Vanguard has sole voting power over 43,303 of our common shares, sole dispositive power over 4,031,055 of our common shares, and shared dispositive power over 38,203 of our common shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 38,203 of our common shares, or 0.1% 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 5,100 of our common shares as a result of its serving as investment manager of Australian investment offerings
4
Information regarding share ownership was obtained from the Schedule 13G filed on February 13, 2015 by SouthernSun Asset Management LLC (“SouthernSun”). SouthernSun is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. SouthernSun has sole voting power over 3,668,360 of our common shares, and sole power to dispose or direct the disposition of 4,055,030 of our common shares.
5
Information regarding share ownership was obtained from the Schedule 13G/A filed on February 9, 2015January 26, 2016 by BlackRock, Inc. (“BlackRock”("BlackRock"). BlackRock has sole voting power over 3,779,9625,360,909 of our common shares, and sole dispositive power over 3,959,6425,504,254 of our common shares. BlackRock is the parent company of the following subsidiaries that beneficially own our common shares: BlackRock Advisors, (UK) Limited; 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 our common shares outstanding.

20



Table of Contents

63
Information regarding share ownership was obtained from the Schedule 13G/A filed February 11, 2016 by The Vanguard Group ("Vanguard"). Vanguard has sole voting power over 142,351 of our common shares, sole dispositive power over 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 
Information regarding share ownership was obtained from the Schedule 13G filed on February 13, 201512, 2016 by Capital World Investors (“("Capital World”World"). Capital World is a division of Capital Research and Management Company (CRMC)("CRMC"), and is deemed to be the beneficial owner of 3,925,0004,222,000 of our common shares as a result of CRMC acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Capital World has sole voting and dispositive power over 4,222,000 of our common shares. Capital World holds more than 5% of our outstanding common shares as of December 31, 20142015 on behalf of The Income Fund of America. Capital World has sole voting and dispositive power over 3,935,000 of our common shares.
7

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Information regarding share ownership was obtained from the Schedule 13G filed on February 13, 2015 by Prudential Financial, Inc. (“Prudential”). Prudential is the parent holding company of Jennison Associates LLC, which is the beneficial owner of 3,352,730 of our common shares, or 5.2% of our common shares outstanding. Prudential is also the parent holding company of Quantitative Management Associates LLC, which is the beneficial owner of 54,380 of our common shares, or 0.1% of our common shares outstanding. Prudential has sole voting and dispositive power over 261,070 of our common shares, shared voting power over 2,572,633 of our common shares and shared dispositive power over 3,146,490 of our common shares.
8
Information regarding share ownership was obtained from the Schedule 13G filed on February 9, 2015 by Jennison Associates LLC (“Jennison”). Jennison has sole voting power over 2,778,873 of our common shares and shared dispositive power over 3,352,730 of our common shares. Jennison furnishes investment advice to several investment companies, insurance separate accounts and institutional clients (“Managed Portfolios”). As a result of its role as investment adviser of the Managed Portfolios, Jennison may be deemed to be the beneficial owner of our common shares held by such Managed Portfolios. Prudential Financial, Inc. (“Prudential”) indirectly owns 100% of the equity interests of Jennison. As a result, Prudential may be deemed to have the power to exercise or to direct the exercise of such voting and/or dispositive power that Jennison may have with respect to our common shares held by the Managed Portfolios. Jennison does not file jointly with Prudential; as such, our common shares reported on Jennison Schedule 13G may be included in the shares reported by Prudential.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENTSecurity 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 CFO, and (c) our three other most highly compensatednamed executive officers serving as of December 31, 2014, and (3) all director-nominees Named Executive Officers and other executive officers as a group as of February 27, 2015.26, 2016.
Ownership is also reported as of February 27, 201526, 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.
Director-Nominees: 
Common Shares
Beneficially
Owned
 
Stock Options
Exercisable
Within 60 Days
 
Deferred
Shares1
 
Percent of
Class
Common Shares Beneficially Owned1
Stock Options Exercisable Within 60 DaysPercent of Class
Patrick W. Allender — — 13,312 *3,162—*
Roberto Artavia — — 7,362 *
Bruce L. Byrnes — — 16,112 *
Phillip R. Cox — 9,000 23,712 *3,5344,500*
Richard L. Crandall 6,089 9,000 24,062 *12,7854,500*
Gale S. Fitzgerald 6,089 9,000 23,312 *9,2514,500*
Gary G. Greenfield — — 3,162 *6,696—*
Robert S. Prather, Jr. — — 7,362 *3,162—*
Rajesh K. Soin 3,000 — 10,612 *9,696—*
Henry D. G. Wallace 500 9,000 25,412 *3,6624,500*
Alan J. Weber 1,500 9,000 23,312 *8,1964,500*
Named Executive Officers:  
Andreas W. Mattes
President and Chief Executive Officer
 86,243 83,955 — *137,820234,577*
Christopher A. Chapman
Senior Vice President and Chief Financial Officer
 
21,825 2
 28,189 — *
31,5032
48,298*
George S. Mayes, Jr.
Executive Vice President and Chief Operating Officer
 
73,332 2
 117,591 — *
Stefan Merz
Senior Vice President, Strategic Projects
 11,469 4,916 — *
Jonathan B. Leiken
Senior Vice President, Chief Legal Officer and
Secretary		17,1337,132*
Stefan E. Merz
Senior Vice President, Strategic Projects		24,50716,519*
Sheila M. Rutt
Vice President, Chief Human Resources Officer
 
44,296 2
 49,188 — *
45,2522
60,996*
All Current Directors, Director-Nominees, Named Executive Officers and Current Executive Officers as a Group (19) 276,531 368,794 177,732 .995%
George S. Mayes, Jr.
Former Executive Vice President and Chief Operating Officer
32,219246,087*
All Current Directors, Director-Nominees, and Current Executive Officers as a Group (15)341,796428,1491.18%
*    Less than 1%.    
*Less than 1%.
1 
Director amounts do not include shares deferred by directors under the Deferred Compensation Plan No. 2 for Directors.
The deferred shares awarded to the director-nominees, as discussed above under “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.2
Includes shares held in his/her name under the 401(k) Savings Plan over which he/she has voting power.
2Includes shares held in his/her name under the 401(k) Savings Plan over which he/she has voting power.


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SECTIONSection 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEBeneficial 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, 2014,2015, our directors, executive officers and greater than 10% shareholders timely filed all reports they were required to file under Section 16(a).

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EXECUTIVE COMPENSATION MATTERS
COMPENSATION COMMITTEE REPORTCompensation Committee Report
The Compensation Committee has reviewed and discussed with management the following “"Compensation Discussion and AnalysisAnalysis"” section of this proxy statement. Based on our review and discussions, we recommend to the Board that the “"Compensation Discussion and AnalysisAnalysis"” be included in (or incorporated by reference as applicable) our Annual Report on Form 10-K for the year ended December 31, 20142015 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
Rajesh K. Soin
Henry D. G. Wallace
Richard L. Crandall
Gale S. Fitzgerald
Rajesh K. Soin
Henry D. G. Wallace

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COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion and Analysis
Our Compensation Committee, or the Committee, has oversight responsibility for the development and administration of our executive compensation policies and programs. This “"Compensation Discussion and AnalysisAnalysis"” describes the material components of our executive pay program for our Named Executive Officers, or the NEOs, identified below, and explains how and why the Committee arrived at specific compensation policies and decisions for our NEOs in 2014.2015.
NameTitle
Andreas (Andy) W. Mattes            President and Chief Executive Officer
Christopher A. Chapman            Senior Vice President and Chief Financial Officer
George S. Mayes, Jr.                Executive Vice President and Chief Operating Officer
Stefan E. Merz                Senior Vice President, Strategic Projects
Sheila M. Rutt                Vice President, Chief Human Resources Officer
Our 2014 executive compensation structure consists of three primary components: base salary, annual cash bonus incentives, and long-term incentives. Within the long-term incentive component, we utilize a mix of programs, as shown below.
Our compensation structure for senior leadership is as follows:

NameTitle
Andreas (Andy) W. MattesPresident and Chief Executive Officer
Christopher A. ChapmanSenior Vice President and Chief Financial Officer
Jonathan B. LeikenSenior Vice President, Chief Legal Officer & Secretary
Stefan E. MerzSenior Vice President, Strategic Projects
Sheila M. RuttVice President, Chief Human Resources Officer
George S. Mayes, Jr.1
Executive Vice President and Chief Operating Officer
1 Mr. Mayes’ position was eliminated on July 24, 2015.

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To assist shareholders in finding important information, this “"Compensation Discussion and AnalysisAnalysis"” is organized as follows:
 Page
Executive Summary
2425
20142015 Company Highlights
25
20142015 Say-on-Pay Vote and Shareholder Engagement
25
Executive Compensation Best Practices
26
Our Compensation Strategy
2627
20142015 NEO Compensation Highlights - Target Compensation Structure
2829
20142015 NEO Compensation Highlights - Actual Earned Incentive Compensation
2931
Compensation Decision Process
2931
Role of the Compensation Committee
2931
Role of the Independent Compensation Consultant
3032
Role of Management
3032
Role of Peer Companies and Competitive Market Data
3032
Timing of Compensation Decisions
3133
Determination of CEO Compensation
3134
20142015 Compensation Elements
3134
Base Salary
3134
Annual Cash Bonus Plan
3234
Target Opportunities
3234
Financial Performance Metrics
3235
Key Initiative Performance Metrics
3336
2015 Actual 2014 Bonuses Earned
3337
Long-Term Incentives -Incentives—2015 Regular Annual LTI Grants
3337
Long-Term Incentives - Incentives—Special Performance-Based Transformation Grant
3538
Compensation Decisions for 2015Long-Term Incentives—Mr. Mattes’ Performance-Based Deferred Share Grant
3539
Long-Term Incentives—Mr. Mayes’ RSU Grant
39
Long-Term Incentives—Performance Share Grant for 2013-2015 Performance Period
40
Benefits and Perquisites
3540
Deferred Compensation
3540
Retirement
3540
Perquisites
3741
Change-in-Control Protection
3741
Severance Protection
3742
Employment and Separation Agreements
3743
Other Compensation Policies
3743
Clawback Policy
3743
Insider Trading Policy
3843
Company-Imposed Black-Out Periods
3844
Stock Ownership Guidelines
3844
Limitations on Deductibility of Compensation
3844

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Executive Summary


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20142015 Company Highlights

In 2015, we continued to execute our multi-year transformation, Diebold 2.0. During 2014, Mr. Mattesthe second half of the year, we moved from the "Crawl" phase into the "Walk" phase where we will focus on increasing the mix of revenue from services and other senior leadership,software and shaping our portfolio. This past year we made several strategic decisions to reshape our portfolio, including the other NEOs, implementeddivestiture of our North America electronic security business and the successful acquisition and integration of Phoenix Interactive Design. These achievements are consistent with our strategy to transform Dieboldof transforming into a world-class, services-led, and software enabledsoftware-enabled company, supported by innovative hardware, that automateshardware.
In the way people connectgovernance and compensation area, we eliminated all excise tax gross-ups in our historical change-in-control agreements, renegotiated the employment contract with their money. The transformation strategy, referredour Chief Executive Officer and continued to as Diebold 2.0, follows 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”examine and “Run” phases.  Four core pillars provide a clear path toward reaching this multi-year objective:

Reduceadjust our costcompensation structure and improveincentives 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.
Return to a sustainable, profitable growth trajectory.
We see opportunities to leverage our capabilities in services, software and innovation to meet the needsshareholders’ interests with those of our rapidly evolving markets.directors and officers. We have sharpened our focus on executing our core strategies in financial self-servicealso attracted new talent from top technology and electronic security.  This includes making the appropriate investments to deliver growth within these areas, especially in research, development and engineering. In addition, we remain committed to a disciplined risk assessment process, focused on proactively identifying and mitigating potential risks to our continued success.

Fiscal 2014 marked the first full year of executing our business transformation strategy, which encompassed foundational changes required to stabilize the Company and improve performance trends. We executed on the “Crawl” phase of our transformation in 2014 and ended the year with solid operational performance. While still in the “Crawl” phase, we now begin 2015 with a clear line of sight to “Walk.” Accordingly, the Committee believes that the executive pay program for our NEOs in 2014 was designed to incentivize and achieve our pay-for-performance goals, and was instrumental in helping us execute on this portion of our transformation strategy based on the Committee’s executive pay philosophy and its evaluations of the following, among other factors:
The NEOs’ respective roles in executing our short- and long-term strategic goals related to our transformation; and
Achievement of the following 2014 financial results (discussed in more detail below under “Compensation Elements”), among others:
◦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 and available for execution of our business strategy, 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 a non-cash impairment charge).
The Committee believes that using non-GAAP financial metrics is a better indication of our base-line performance, and that the exclusion of restructuring charges, non-routine expenses and income and impairment charges, permits evaluation and comparison of results for our core business operations. Also, management internally assesses the Company’s performance and provides external guidance to our investors on a non-GAAP basis.

services companies.
20142015 Say-on-Pay Vote and Shareholder Engagement
At the 2014our 2015 Annual Meeting of Shareholders, the advisory vote to approve the executive compensation program for our NEOs received strong support (96.7%(97.0% of votes cast). Management and the Committee considered this strong support of the current pay structure by our shareholders in their compensation program discussions throughout 2014.2015.
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 of 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

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Executive Compensation Best Practices
We maintain “best practice”"best practice" executive compensation governance standards. Some of our following guidelines and policies are described in more detail below under “"Other Compensation PoliciesPolicies"” or elsewhere in this “"Compensation Discussion and AnalysisAnalysis"”:
What We Do (Best Practice)What We Don’t Do/Don’t Allow
Set stock ownership guidelines for executives and directors.xNo hedging or pledging of companyour stock by executives or directors.
Review tally sheets for executives.xNo dividends are paid on unearned performanceperformance-based shares.
Disclose performance goals for incentive payments.xNo change-in-control severance multiple in excess of threetwo times salary and target cash bonus.
Set maximum payout caps on our annual and long-term incentives.xNo future excise tax gross-ups upon a change in control (except for current grandfathered arrangements).control.
Pay for performance with 84% of our Chief Executive Officer’s total pay opportunity being performance-based “at risk”"at risk" target compensation.xNo re-pricing or cash buyout of underwater stock options is allowed.options.
Cap performance share payments if three-year shareholder return is negative, regardless of our ranking.xNo enhanced retirement formulas.
Limit perquisites and other benefits, and do not include income tax gross-ups.gross-ups (except for relocation expenses).xNo market timing with granting of equity awards.
Through the Committee’s independent consultant, engage in an ongoing assessment of the Company’sour compensation practices against the market, the Company’sour 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 Compensation Committee.  
Enforce strict insider trading policies, incentive plan clawback policies, and blackoutblack-out periods for executives and directors.  

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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 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”"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 DataData"” 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 strategic business transformation under Diebold 2.0.


26

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The following table summarizes key elements of our 20142015 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.
Annual Cash Bonus 
To motivate and reward organizational and individual achievement of annual strategic financial and individual objectives.

Our plan is intended to appropriately motivate the behaviors and performance results needed to accomplish our strategic transformation related to Diebold 2.0.
 
Variable compensation component. The 20142015 primary performance components are:

Corporate Goals (80%)
• 50% Corporate non-GAAP OPOperating Profit
• 30% Corporate FCFFree Cash Flow
• 20% Region non-GAAP Operating Profit (if applicable)
Individual Goals (20%)
Key initiativesInitiatives

Performance Gate: A minimum level of corporate non-GAAP Operating Profit performance is required to earn aany bonus.

Long-Term Equity Incentives
 To align executives with shareholderexecutives’ 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-Based Shares -
Annual LTI Grants



 To motivate the appropriate behaviors to provide superior total shareholder return, or TSR and strong operational performance over the long term. 
Combination of 50% three-year TSR relative to peers and the S&P 400 mid-capMid-Cap Index companies, over a 3 year performance period 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 EPSEarnings Per Share (EPS) performance in 2014 and 2015. FCFFree 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 3 yearthree-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. Fixed compensation component; only paid in the event the executive’s employment is terminated following a change-in-control of the 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 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).

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20142015 NEO Compensation Highlights - Target Compensation Structure
The Committee approved the following keyannual total compensation itemsstructure for 2015. Each element is discussed in 2014, each discussed furtherdetail in “"20142015 Compensation Elements” below. During the first half 2014, Mr. Chapman served as interim Chief Financial Officer until he was promoted to Chief Financial Officer in June 2014.." The discussion below includes the aggregate compensation changes for him.mix of pay elements is consistent with similar roles at our peer companies.
Pay ComponentSummary
Base SalaryTotal Compensation
Ÿ •    Mr. Mattes,Mattes: Based on a review of Mr. Mayes, and Ms. Rutt each received 10% increases to recognizeMattes’ individual performance since his hiring in June 2013 and to move their salaries closer tocompetitive market data, the competitive 50thCommittee set Mr. Mattes’ annual total compensation opportunity at $6M (slightly above the 50th percentile of the compensation peer group.group).
Ÿ •    Mr. Chapman: Based on a review of Mr. Chapman’s salary was increased approximately 25% to recognizeperformance since his promotion to Senior Vice President and Chief Financial Officer.
Ÿ Mr. Merz’s salary remained the sameOfficer in 2014 because he joined Dieboldand competitive market data, the Committee approved pay increases to move his total compensation opportunity closer to the competitive 50th 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 fall of 2013.50th percentile.

•    Mr. Mayes: The Committee made no changes to Mr. Mayes’ targeted compensation in 2015. The Committee did grant Mr. Mayes additional RSUs to retain his leadership through management restructuring.

Target Annual Cash BonusLong-Term Equity Incentives
Ÿ Mr. Mattes’•    2015 target bonus percentage remained the same as in 2013 when he was appointed as CEO.
Ÿ Mr. Mayes’ and Ms. Rutt’s target bonuses were increased to 85% and 60% of salary, respectively, to move their annual targeted cash compensation closer to the competitive 50th percentile of our peer group.
Ÿ Mr. Merz’s target bonus remained the same in 2014 because he joined Diebold in the fall of 2013.
Ÿ Mr. Chapman’s target bonus was increased to 100% of base salary to recognize his promotion to Senior Vice President and Chief Financial Officer.
Long-Term Incentives (LTI)
Ÿ 2014 LTI value mix: 50% performance-based shares; 30% stock options; and 20% RSUs.
Ÿ •    Mr. Chapman’sMattes’ performance-based deferred share grant: Grant of performance-based deferred shares associated with Mr. Mattes’ 2014 total compensation 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 target was increased to 150% of base salary to recognize his promotion to Senior Vice President and Chief Financial Officer.
Ÿ Special performance-based transformation grant that is earned if performance goals critical to our multi-year transformational strategy (i.e., Diebold 2.0) are achieved. The performance metrics are non-GAAP EPS for 2014 and 2015, and FCF for 2016.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 of performance shares for the second and third years of the one-time Transformation Grant in order to comply with Plan limits. All performance goals were established at the start of the overall 2014-2016 performance period. For more detail, see "Long-Term Incentives - Special Performance-Based Transformation GrantGrant."
•    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 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 ” below."Long-Term Incentives - Mr. Mayes’ RSU Grant."

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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$937,500140%400%
Christopher A. Chapman$400,000100%175%
Jonathan B. Leiken$400,000100%100%
Stefan E. Merz$375,00080%100%
Sheila M. Rutt$350,00075%100%
George S. Mayes, Jr.$550,00085%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.



Total Target Compensation Mix




Total Compensation

CEO
As noted above, we generally target total compensation opportunity at or near the size-adjusted 50th percentile of our peer group, while considering each NEO’s experience, performance, potential, and impact on shareholder value. Overall, the Committee believes targeted pay should be heavily weighted on variable “at-risk” compensation and longer-term components, as the following pie charts illustrate.

Other NEOs
Total Compensation Mix
“At Risk” Compensation

"At Risk" Compensation







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In addition, the Committee approved the following 2014 targets as a percent of salary for the Annual Cash Bonus and LTI program:
NameSalary
Target Annual Cash Bonus Incentive
(% of Salary)
Target LTI
(% of Salary)
Andreas W. Mattes$852,500120%400%
Christopher A. Chapman$330,000100%80%
George S. Mayes, Jr.$550,00085%250%
Stefan E. Merz$325,00075%100%
Sheila M. Rutt$338,77860%100%

2014 NEO Compensation Highlights - Actual Earned Compensation
The Committee approved the following compensation items in 2014, each discussed further in “2014 Compensation Elements” below:
Pay ComponentComments
Actual Earned Annual Cash Bonus

CEO
Ÿ Mr. Mattes received $1,779,509.
Ÿ Mr. Chapman received $574,035.Other NEOs
Ÿ Mr. Mayes received $813,216.
Ÿ Mr. Merz received $424,003.
Ÿ Ms. Rutt received $353,583.
LTI
Ÿ Performance-based LTI share grant for the 2012-2014 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 30.04%, which ranked at the 25th percentile versus the S&P 400 Midcap companies, and at the 33rd percentile versus our custom peer group (the minimum performance required for threshold payout was at the 35th percentile).
Ÿ Special performance-based transformation grant: We achieved non-GAAP EPS in 2014 of $1.73, representing 93.51% of the 2014 target of $1.85. As a result, each NEO earned 93.51% of their target opportunity for 2014. The Committee certified 2014 results and approved the following shares:
Ÿ Mr. Mattes received 29,307 shares.
Ÿ Mr. Chapman received 1,989 shares.
Ÿ Mr. Mayes received 11,817 shares.
Ÿ Mr. Merz received 3,072 shares.
Ÿ Ms. Rutt received 2,911 shares.


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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 ComponentComments
Annual Cash BonusBased 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);
 NameEarned Annual Cash Bonus% of Target 
 Andreas W. Mattes$459,37535% 
 Christopher A. Chapman$180,00040% 
 Jonathan B. Leiken$160,00040% 
 Stefan E. Merz$128,00040% 
 Sheila M. Rutt  $91,87535% 
 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 39th 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 43rd percentile vs. the custom peer group and 32nd 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;

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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, incentives, LTI award opportunities and payouts, and retention programs.
Following review and discussion, the Committee submits recommendations to the Board for 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 ConsultantConsultant"” below. For additional information regarding the Committee’s duties and responsibilities, see “"Compensation Committee Risk OversightCommittee"” and “Compensation Committee” above.


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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.
Aon Hewitt’s specific compensation consultation roles include, but are not limited to, the following:
AdviseAdvising the Committee on executive compensation trends and regulatory developments;
ProvideProviding a total compensation study for executives against the companies in our peer group and recommendations for executive pay;
ProvideProviding advice to the Committee on governance best practices, as well as any other areas of concern or risk;
ServeServing as a resource to the Committee Chair for meeting agendas and supporting materials in advance of each meeting;
ReviewReviewing and commentcommenting on proxy disclosure items, including the “Compensation"Compensation Discussion and Analysis;”
Analysis;"
AdviseAdvising the Committee on management’s pay recommendations; and
From time to time, Aon Hewitt is also engaged by the Board Governance Committee to reviewreviewing and provideproviding compensation recommendations for non-employee directors.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.
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:

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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 October 2013,2014, Aon Hewitt conducted a total compensation study to assist with 20142015 compensation decisions. The Committee approved the following 25 companies for the compensation peer group:

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Actuant CorpFlowserve Corp.Fiserv, Inc.NCR Corp.
Allegion Plc *Global Payments Inc.NetApp, Inc. *
Benchmark Electronics Inc.Global Payments Inc.Harris Corp.Outerwall Inc. (formerly Coinstar)
Brady Corp.Harris Corp.International Game Technology PLCPitney Bowes Inc.
The Brinks CompanyInternational Game TechnologyIntuit Inc.Sensata Technologies Holding NV
Coinstar Inc.
Intuit Inc.1
SPX Corp.
Convergys Corp1
Lexmark International, Inc.The Timken Company
DST SystemsLogitech International SAUnisys Corp.
Fidelity National Information ServicesMettler-Toledo International Inc.The Western Union Company
Fiserv, Inc. Woodward Inc.
* Denotes new peer companies for October 2014 study to replace Flowserve Corp. and SPX Corporation
1 Denotes newThe average and median annualized revenues for the peer company.

Aon Hewitt benchmarks total compensation opportunitiescompanies 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 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.

For executive positions where peer company proxy data is not available, Aon Hewitt utilized published and private compensation survey sources.
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 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.

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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.

20142015 Compensation Elements

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 anof our executive brings to his or her position.officers annually against competitive market data. Salary changesadjustments result primarily from a comparison againstcombination of competitive market data, individual and company

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performance, internal equity considerations, promotions, and the executive’s specific responsibilities. The Committee reviews salaries for our executive officers annually.

For 2014,2015, 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:
Name2013 Salary2014 SalaryIncrease %2014 Salary2015 Salary
Andreas W. Mattes$775,000$852,50010%$852,500$937,500
Christopher A. Chapman$263,000$330,000
25%1
$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.$500,000$550,00010%$550,000$550,000
Stefan Merz$325,000
0%2
Sheila M. Rutt$307,980$338,77810%
1
Represents an increase to $280,000 effective March 1, 2014 in recognition of Mr. Chapman’s duties as principal financial officer, and an increase to $330,000 effective June 18, 2014 to reflect his promotion to Senior Vice President and Chief Financial Officer.
21 In October 2015, Mr. MerzChapman's salary was hired on August 1, 2013increased to $450,000, and did not receive an increase in 2014.Mr. Merz' salary was increased
to $400,000. These increases were made to move their compensation closer to the competitive 50th percentile.

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 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 awardsincentives under our Annual Cash Bonus Plan, which was approved by shareholders in 2010, and which is proposed for renewal at the 2015 Annual Shareholder Meeting as Proposal 4 below. Payout under the Annual Cash Bonus Plan for our NEOs depends on2015. Performance measures include corporate, business unit and individual performance against pre-determined performance objectives approved by the Committee at the beginning of the fiscal year.
Target opportunitiesOpportunities: 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).

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For 2014, based on a thorough review and comparison against2015, the Committee reviewed competitive market data and individual performance assessments for the CommitteeNEOs and approved the following targets: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)
 
Target
Incentive
($)
 
% of Target
Total Comp
Opportunity
 
Target
Incentive
(% of Salary)1
Threshold Incentive
($)		Target
Incentive
($)		Maximum Incentive
($)		Target Incentive as a % of Target Total Comp Opportunity
Andreas W. Mattes120%$1,023,00019%140%$562,500$1,312,500$2,625,00022%
Christopher A. Chapman
 100%1
$330,0001
29%100%$180,000$450,000$900,00027%
Jonathan B. Leiken100%$160,000$400,000$800,00033%
Stefan E. Merz80%$140,000$320,000$640,00029%
Sheila M. Rutt75%$122,500$262,500$525,00027%
George S. Mayes, Jr.85%$467,50020%85%$187,000$467,500$935,00020%
Stefan Merz75%$243,75027%
Sheila M. Rutt60%$203,26723%
1 The Committee approved an increase to 60% effective March 1, 2014 to reflect Mr. Chapman’s duties as principal financial officer, and an increase to 100% effective June 18, 2014 to reflect his promotion to Senior Vice President and Chief Financial Officer. The actual payout under the Annual Cash Bonus Plan is based on base salary and target incentive at year end.
The rationale for approved 2015 compensation actions is summarized in the table 2015 NEO Compensation Highlights – Target Compensation Structure
Financial performance metricsPerformance Metrics: For 2014,2015, to support the first fullsecond year of our multi-year business transformation related to Diebold 2.0, the Committee approved Corporate OP and FCFRegional non-GAAP Operating Profit ("OP") and Corporate Free Cash Flow ("FCF") as the financial performance metrics forand Key Initiatives specific to each NEO.NEO as the individual performance metrics. The Committee also approved a minimum performance level requirement for OP of $150 million, below which no bonuses willwould be paid, regardless of the performance level attained for FCF or individual key initiatives (reference next section).Key Initiatives.

Performance Measure1
Organizational LevelWeighting

Threshold1

Target1

Maximum1
Actual AchievedPayout as % of Target
OP2
Corporate50%$145$170$196$182148%
FCFCorporate30%$91$107$123$125200%
Key Initiatives3
Individual20%variesvariesvariesvariesvaries
Annual Cash Bonus Plan for NEOs, Except Mr. Mayes

Performance Measure
Organizational LevelWeighting
Threshold2
(40% of target payout)
Target2
(100% payout)
Maximum2 (200% payout)
Actual AchievedPayout as % of Target
OPCorporate50%$162$190$219$1610%
FCFCorporate30%$105$130$155($18)0%
Key InitiativesIndividual20%variesvariesvariesvariesvaries
Annual Cash Bonus Plan for Mr. Mayes1
Performance MeasureOrganizational LevelWeighting
Threshold2
Target2
Maximum2
Actual Achieved1
Payout as % of Target1
OPCorporate15%$162$190$219$161N/A
OP – North AmericaRegional35%$294.5$310$325$281N/A
FCFCorporate30%$105$130$155($18)N/A
Key InitiativesIndividual20%variesvariesvaries100%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; 40% payout at threshold; 100% payout at target; and 200% payout at maximum.threshold. Dollars are shown in millions.
2
A minimum-required performance level of $135M for OP was approved by the Committee. If 2014 performance falls below this level, then no bonuses are paid, regardless of 2014 FCF or key initiative performance levels.
3
Disclosing 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 establish

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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.


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Key initiative performance metricsInitiative Performance Metrics: For 2014,2015, the Committee approved certain key initiatives forKey Initiatives specific to each NEO. These key initiativesKey Initiatives are intended to drive strategic and operating results. Similar to the Committee’s assessment of financial performance, the Committee’s assessment of key initiativeKey Initiative performance generally excludes non-recurring/extraordinary items.
NameKey Initiatives (20% weighting)
Andreas W. Mattes
Ÿ Execute•    Talent development for next level of management
•    Develop software roadmap and platform strategy
•    Develop strategy for Managed Services and North America stabilization
•    Develop longer term business strategy
Christopher A. Chapman
•    Deliver long-term strategic plan & funding
•    IT transformation
•    Talent development
•    Initiate path from classic reporting to Diebold 2.0 business management systems
Jonathan B. Leiken
•    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 Diebold 2.0
Ÿ Achieve growth•    Drive mergers and acquisitions with successful integration
•    Develop software & Managed Services strategy / results
Ÿ Investment community relations
Ÿ Critical leadership•    Talent development; drive team reviewmaturity
Christopher A. ChapmanSheila M. Rutt
Ÿ Business process outsourcing, or BPO•    Systemic workforce planning
Ÿ Treasury debt refinancing / restructuring•    Talent development
Ÿ Cost savings•    Organization Health Index initiatives (current and future)score improvement
Ÿ Investment community relations

•    Human resources transformation to top-tier standards
George S. Mayes, Jr.
Ÿ Execute business transformation•    Stabilize North America margins and market share
•    Deliver a positive book to bill (target = 1.05)
•    Global service strategy related to Diebold 2.0
Ÿ New platform launch
Ÿ Successful BPO and IT blueprint rollout
Ÿ Prepare future growth and ensure proof of concept

Stefan Merz
Ÿ Execute business transformation strategy related to Diebold 2.0
Ÿ Transformation Management Office and•    Next Gen completion including go-to-market & cost savings
Ÿ Strategic mergers and acquisitions with successful integrations
Ÿ Sales excellence

Sheila M. Rutt
Ÿ Leadership team review
Ÿ Leadership goal alignment
Ÿ Human Resources, or HR, tower of the BPO
Ÿ Systemic workforce planning
Ÿ HR process upgradeposition
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.

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20142015 Actual Bonuses Earned: Based on the previous table showingCommittee’s assessment of financial and individual performance according to the approved performancetables above, the following summarizes actual bonuses earned, based solely on achievement levelsof 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
2014 Actual Bonus1
2014 Target BonusActual as % of Target
Andreas W. Mattes$1,779,509$1,023,000174%
Christopher A. Chapman$574,035$330,000174%
George S. Mayes, Jr.$813,216$467,500174%
Stefan E. Merz$424,003$243,750174%
Sheila M. Rutt$353,583$203,267174%
1 Assumes maximum payout on key initiatives.

Name2015
Actual Bonus		2015
Target Bonus		Actual as % of Target
Andreas W. Mattes$459,375$1,312,50035%
Christopher A. Chapman$180,000$450,00040%
Jonathan B. Leiken$160,000$400,00040%
Stefan E. Merz$128,000$320,00040%
Sheila M. Rutt$91,875$262,50035%
George S. Mayes, Jr.1
$54,542$467,50012%
    
 1 For explanation of compensation treatment upon Mr. Mayes’ employment termination, see "Payments and Benefits in connection with Mr. Mayes’ Separation" below.
Long-Term IncentivesIncentives—2015 Regular Annual Grants
We believe in a balanced approach to LTI compensation. 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 “20142015 NEO Compensation Highlights -– Target Compensation StructureStructure..” In this balanced approach, 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 metrics, including stock price growth. This approach aligns our LTI compensation with market practice, mitigates risk and enhances alignment of our executives with our shareholders. For illustration of the impact of termination, death, disability and change in control on these various awards, see the “Potential Payments Upon Termination or Change in Control” below. These awards are also subject to our other compensation policies generally, such as our Clawback Policy, each as discussed in “"Other Compensation PoliciesPolicies"” below.

To determine annual grant levels for the NEOs, the Committee subjectively considers individual performance, potential future contributions to our business, internal equity, and competitive market values, between the 50thand 75th percentiles of our peer group, in addition to 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:
NameSalaryTarget LTI
(% of Salary)
Approximate
Target LTI Value1
% of Target Total Comp
Andreas W. Mattes$937,500400%$3,750,00062%
Christopher A. Chapman$400,000175%$700,00047%
Jonathan B. Leiken$400,000100%$400,00033%
Stephan E. Merz$375,000100%$375,00036%
Sheila M. Rutt$350,000100%$350,00036%
George S. Mayes, Jr.$550,000250%$1,375,00058%
1
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.

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For 2014,2015, the regular annual long-term incentive grants included the following components:

Regular Performance-based LTIPerformance shares – 2015 Grant (50%):  These awards are earned based onThis program meets a three-year performance period that measures our TSR ranking relative to our peer group and the S&P 400 Midcap Index, each weighted equally. The number of shares earned at the completion of the performance period may range from 0% to 200% of target, based on our relative ranking against the two groups. This performance-based portionkey objective of our long-term compensation program meets three key objectives of our

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compensation strategy: (1)strategy to focus on performance metrics that drive shareholder value (2) to achieve “top tier” performance, and (3) to require a minimum performance level before incentive compensation is earned. The minimum performance requirement is 35th percentile, at which 25%achievement of target may be earned against each of"top tier" performance. For 2015, the peer group and S&P 400 grouping. The maximum performance requirement is 80th percentile, at or above which 200% of target may be earned. No dividends are paid until shares are earned.Committee approved the following design:

For the performance-based LTI shares covering the 2012-2014 performance period, no payout was earned because Diebold’s 2012-2014 TSR ranked at the 25th percentile versus the S&P 400 Midcaps and the 33rd percentile versus our peer group, falling below the minimum threshold performance requirement of 35%.
Performance Share
Plan Feature		2015 DesignComment
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: 30th percentile earns 50% of target
•    Target: 50th percentile earns 100% of target
•    Maximum: 75th 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. RSU grantsRSUs cliff vest at the end of three years to enhance retention following the grant date. Dividend equivalents are paid on time-basedtime-vested RSU awards.grants.
2014 Grants. The Committee performed a thorough review of competitive market data, individual and company performance, and management’s recommendations. Based on the review and the Committee’s objective to deliver 50th percentile total compensation opportunity relative to our peer group, and consistent with the Committee’s philosophy with respect to LTI pay mix, as discussed above in “2014 NEO Compensation Highlights - Target Compensation Structure,” the Committee approved the following equity grants to NEOs in 2014:
NameStock OptionsPerformance-Based LTI SharesRSUs
Andreas W. Mattes154,76626,18120,166
Christopher A. Chapman10,1663,3121,325
George S. Mayes, Jr.62,40520,3288,131
Stefan Merz14,7504,8051,922
Sheila M. Rutt15,3765,0092,003

Long-Term Incentives - Incentives—Special Performance-Based Transformation Grant

TheAs disclosed in last year’s CD&A, in early 2014, the Committee, in consultation with the Board, determined in early 2014 that certainselected members of our leadership team should receive a special equity grant to incentivize and retain them through the execution of thea multi-year business transformation strategy related to Diebold 2.0. Therefore, theThe Committee approved a special one-time performance-based transformation equity grant or the Transformation Grant, that could be potentially earned over a three-year period (in annual increments) as theif Diebold 2.0 transformational strategy progresses. financial metrics were achieved.
For NEOs other than our CEO,Mr. Mattes, the full grant was made in 2014 and one-third of the grant maycould be paid outearned for each of 2014, 2015, and 2016 if pre-approved performance metricsgoals are achieved. Our CEO’s Transformation Grant was awardedmet.
For Mr. Mattes, in accordance with share limits in our Plan, two separate grants one(one in 2014 and one in 2015) were required to deliver the intended value. The 2015 in accordance with share limits undergrant covered the 1991 Plan. The CEO’s 2014 Transformation Grant may be paid if the 2014 metrics are achieved,2015 and half2016 performance periods. Half of the 2015 grant may pay outbe earned for each2015 performance, and half may be earned for 2016 performance. All performance goals were set at the start of 2015the 2014-2016 performance period and 2016 ifare the pre-approved performance metrics are achieved. Payoutssame for all NEOs.

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As disclosed in last year’s CD&A, 93.5% of this special performance-based Transformation Grantthe target award was earned for 2014 are noted in “EPS performance. For the 2015 portion, no award was earned as EPS performance was below the threshold requirement. See "20142015 NEO Compensation Highlights - Actual Earned CompensationIncentive Compensation"” above. for further discussion of the 2015 calculation.

Key features of Mr. Mattes’ 2015-2016 portion of the special performance-based Transformation Grant include:are described below and are identical to those governing the 2015-2016 performance periods under the Transformation Grants for the other NEOs:

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FeatureDescription
Performance periods and Metricsfeatures
Year 1: 20142 (2015): 2015 EPS (for actual results see “2014 NEO Compensation Highlights - Actual Compensation Earned” above)
Year 2: 2015 EPS1
Year 3:3 (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 opportunity2

Andreas W. Mattes
Christopher A. Chapman
George S. Mayes, Jr.
Stefan E. Merz
Sheila M. Rutt
400%267% of salary(62,684 performance-based shares)3
80% of salary
250% of salary
100% of salary
100% of salary
1 
Disclosing the qualitativefree cash flow performance metric targets for years 2015 and 2016, of the Transformation Grant, which we do not otherwise disclose publicly, would cause us competitive harm by potentially disrupting our customer relationships and providing competitors with insight to 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 NEO’s LTI target percentage of salary effective January 15, 2014.
2
Represents the LTI target percentage of salary effective January 15, 2014.
3 
Due to certain annual limits under the 1991 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)target, or 133% of base salary), and the second grant in 2015 covering the 2015 and 2016 performance period (62,684 shares at target)target, or 267% of base salary).

Compensation Decisions ForLong-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.
To ensure the compensation structure supported the business transformation strategy related to Diebold 2.0,In 2013, the Committee performed a thorough reviewapproved an ongoing LTI objective of incentive plan alignment and unvested equity. Based on this review,providing 50% of regular annual LTI value in the form of performance-based shares. Due to annual grant limits in the Plan, the Committee determined that certain design changeswas 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 structure were needed to retain critical executivesvalue.
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 recruit strong leaders to fill important strategic roles. The design changes included, but are not limited to:
Revising the metrics for the performance-based LTI share plan to three-yeara 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

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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 relative TSR performance compared againstcustom compensation peer group and the S&P 400; and400 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.
Refining the peer groups used to measure TSR performance (TSR portion is capped at 125% if the three-year TSR result is negative, regardless of ranking).

 3-Year TSR Ranking
Payout Earned1 
(as % of Target)
 
ExecutiveCustom Peer GroupS&P 400 Midcap Index CompaniesCustom Peer GroupS&P 400 Midcap Index CompaniesTotal
Payout Earned 
(# of Shares)
Mr. Mattes39th39th32%32%64%23,702
All other NEOs2
43rd32nd39%0%39%
Mr. Chapman: 1,245
Ms. Rutt: 2,096
1
The 2013-2015 performance share grant set the threshold performance level at the 35th percentile and the maximum performance level at the 80th percentile. Threshold performance earns 50% of target. Maximum performance earns 200% of target.
2
Messrs. Leiken and Merz were not employed by us in 2013, and so did not receive these grants. For explanation of compensation treatment upon Mr. Mayes’ employment termination, see the section "Payments and Benefits in connection with Mr. Mayes’ Separation" below.
Benefits and Perquisites
We provide executives with medical, dental, long-term disability, and life insurance under the same programs used to provide benefits to all U.S.-based associates. Our executives may buy additional life insurance coverage at their own expense. The maximum life insurance coverage that may be purchased by an executive is $1.5$1 million. Our executives’ personal benefits are not tied to individual or company performance and changes to these benefits reflect the changes to the benefits of all U.S.-based associates.
Deferred Compensation
Our executives, including the NEOs may elect to defer receipt of compensation from the Annual Cash Bonus Plan and performance-based shares pursuant to our Deferred Incentive Compensation Plan No. 2 (as discussed below under “"Non-Qualified Deferred Compensation PlansPlans"”). Current investment choices under the plan for cash deferrals (cash bonuses and dividends on deferred performance shares) mirror those in our 401(k) plan, except it does not include Diebold common shares. Our deferred compensation plan does not provide participants with additional pay, but merely provides a tax deferred investment vehicle. Moreover, we do not guarantee any specific rate of return and do not contribute to the return that may be earned.

Retirement
We maintain qualified and non-qualified retirement programs. Our executives, including the NEOs, participate in our qualified defined benefit (pension) and defined contribution (401(k)) plans on the same terms as all U.S.-based associates. In 2013, we amended the pension plan to cease future benefit accruals for all participants after December 31, 2013.

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

35

(k)401(k) Restoration Supplemental Executive Retirement Plan, or 401(k) Restoration SERP, and (4) the 401(k) Supplemental Executive Retirement Plan, or 401(k) SERP. These plans are described in detail below

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under “"20142015 Pension and Retirement Benefits.”" Participation in the 401(k) Restoration SERP is based on the annual IRS compensation limits. Participation in the other plans is limited to executive officers in positions that help develop, implement and modify our long-term strategic plan, as nominated by the CEO and approved by the Committee; however, we closed the Pension SERP, Pension Restoration SERP and 401(k) SERP to any new participants effective December 31, 2013 and also amended these Plans to cease future benefit accruals after December 31, 2013. In addition, we provided immediate vesting under our 401(k) SERP for all active participantparticipants effective as of December 31, 2013.


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The participation status of our NEO’s in the SERPs is summarized below:
Named Executive Officer401(k) SERP401(k) Restoration SERPPension SERPPension Restoration SERP
Andreas W. Mattes X  
Christopher A. Chapman   X
George S. Mayes, Jr.Jonathan B. LeikenXX  
Stefan E. Merz X  
Sheila M. Rutt XXX
George S. Mayes, Jr.XX

Perquisites
We provide our executives with limited perquisites. The Committee believes that these benefits are set at a reasonable level, are highly valued by recipients, have limited cost to the Company, are part of a competitive reward system, and help in attracting and retaining top management talent. Perquisites received by executives include the following, the values of which differ based on an executive’s reporting level:
A local country club membership is maintained by the Company for business purposes. Access to this membership is generally available on an individual basis only to our CEO, Mr. Mattes, as it is believed Diebold will benefit from the business development and networking opportunities provided to Mr. Mattes by this corporate club membership;
Reimbursement for financial planning services up to $12,000 for Mr. Mattes, up to $10,000 for Mr. Chapman, Mr. Mayes, and Ms. Rutt, and up to $7,500 for Mr.Messrs. Leiken and Merz; and
A complete annual physical exam (assessment of overall health, screening and risk reviews for chronic diseases, exercise and dietary analysis, and other specialty consultations), which helps protect in small measure the investment we make in these key individuals.individuals; and
Payment of annual premiums for supplemental executive disability insurance.
The Committee periodically reviews our practices in this area and makes any necessary adjustments based on market trends and the cost to provide these benefits.
Change-in-Control Protection
We maintain change-in-control agreements for our executive officers, including the NEOs (except for Mr. Mattes, whose change-in-control protection is included in his employment agreement, discussed in more detail under “"Employment AgreementsAgreements"” below) below, and except for Mr. Mayes, who has departed), that provide our executives with the potential for continued employment (or benefits) for three years following a change-in-control. As a result, these
On July 24, 2015, we entered into new change-in-control agreements help retain these executiveswith Messrs. Chapman, Leiken and provide for management continuity inMerz and Ms. Rutt. These new agreements replaced prior agreements with Messrs. Chapman and Leiken and Ms. Rutt and provided change-in-control benefits consistent with customary governance and compensation practices, including the event of an actual or threatened change-in-controlelimination of the Company. They also help ensure that our executives’ interests remain aligned with shareholders’ interests during a time when their continued employment may be in jeopardy. Finally, they provide some level of income continuity should an executive’s employment be terminated without cause in connection with a change-in-control.historical excise tax gross-up provisions.
The benefits available under the agreements provide:
▪Severance of two times base salary for agreements entered into before 2011. Severance of two times base salary and target bonus for agreements entered after 2011;
▪One year of continued participation in our employee retirement income, health and welfare benefit plans, including perquisites; and
▪One year of additional service for determining the executives’ non-qualified retirement benefits in the 401(k) Restoration SERP, to the extent applicable.
Change-in-controlare subject to a "double trigger," so that benefits are paid only paid upon the occurrence of two events. First, there must befollowing both (i) a “change-in-control” of the Company, aschange-in-control (as defined in the agreements. Second, an executive must be terminatedagreement) and (ii) a termination of the executive’s employment without cause by us or he or she must terminate
his or her own employment forwith good cause, as describedreason by the executive (as such terms are defined in the agreements. In this manner,agreement) in the three-year period following a change-in-control.

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The agreements include the following items:
A change-in-control definition that is the same as the change-in-control definition in our shareholder-approved Plan, its equity award agreements, and the Amended and Restated Executive Employment Agreement with our CEO, discussed below;
A lump sum payment equal to two times base salary and target cash bonus;
Two years of continued participation in our health and welfare benefit plans;
A lump sum payment in an amount equal to the additional benefits arethe executive would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan for one additional year of service, provide the executive was fully vested prior to termination;
A one-year post-termination noncompete and nonsolicit period;
An initial term of two years (through July 24, 2017), with automatic one-year extensions each January unless either party provides three months’ notice that the agreement should not extend;
An automatic three-year extension following a change-in-control; and
Forfeiture of severance (in whole or in part) to eliminate excise tax but only paid to executives if they are adversely affected byit results in a change-in-control, consistent withbetter net-of-tax result for the agreements’ objectives.executive.
The Committee periodically reviews our policy with respect to these change-in-control agreements, and engages its independent compensation consultant to provide a competitive analysis of our practices. The Committee has determined that this type of agreement is still a valued component of overall compensation for purposes of attracting and retaining quality executive officers and, as such, the Committee approved the continued award of these agreements to new executives.
Aon Hewitt’s market review of our change-in-control benefits in late 2011 reflected that defining “pay” in a change-in-control setting to include only base salary was below market. Therefore, the Committee determined, beginning in 2012, that any new change-in-control agreements provided to executives would define “pay” to include base salary and target bonus.
In addition, the agreements in place prior to 2012 provide a tax gross-up for any excise tax imposed under Section 280G of the Internal Revenue Code covering severance amounts payable under any other agreement, plan or arrangement. However, the Committee decided that, beginning in 2012, any new change-in-control agreements will no longer provide a tax gross-up feature for any excise tax imposed under Section 280G of the Internal Revenue Code. The change-in-control provisions in Mr. Mattes’ employment agreement reflect these new compensation policies.
The Committee does not account for the value of these agreements when making other compensation decisions.
Severance Protection
Our Senior Leadership Severance PolicyPlan provides coverage to executives thatwho are involuntarily terminated other than forwithout cause or upon certain constructive terminations,who terminate their employment for good reason, in each case separate from a change-in-control. These benefits also providechange-in-control and subject to a consistent approach to ensuring reinforcementgeneral release of anclaims and acknowledgement of the executive’s confidentiality, non-competition and non-solicitationother applicable obligations. This policy does not apply to Mr. Mattes because he has an employment agreement. Our policy provides for the following:
▪Severance of two times salary and target bonus for the CEO, and one and a half times salary and target bonus for the other NEOs, as well as a pro-rated bonus payment in the year of termination, based on actual performance;
▪Two years of continued participation in our employee health and welfare benefit plans for our CEO, and one and one-half years of continued participation for the other NEOs (excluding perquisites and any qualified or non-qualified pension or 401(k) plans);
▪Vesting of all outstanding unvested options, which shall remain exercisable for three months;
▪Pro-rata vesting of all outstanding restricted stock, RSUs and performance shares (to the extent such performance awards are earned); and
▪Professional outplacement services for a limited time period.
A lump sum payment equal to two times (for Mr. 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;
A lump sum pro-rata payment of the bonus under our Annual Cash Bonus Plan, based upon the time employed in the year of termination and actual full-year performance results;
Continued participation in all of our employee health and welfare benefit plans for the shorter of (i) two years (for Mr. Chapman) or one and one-half years (for Messrs. Merz and Leiken and Ms. Rutt), and (ii) the date such NEO receives equivalent coverage from a subsequent employer;
All outstanding unvested options immediately vest and generally remain exercisable for a period of twelve months (or the earlier scheduled expiration) following the date of 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-based share 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; and
Professional outplacement services for up to two years.

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Employment Agreements
Historically, in order to attract high-quality candidates we have entered into formal employment agreements with our President and CEO, and when those positions have been held by separate individuals, with both our President and our CEO. Accordingly, in June 2013, we entered into an employment agreement with Mr. Mattes, (forwhich we amended on July 24, 2015. For a summary of this agreement, including benefits paid following a change-in-control, see the discussion following the “"2014 Grants of Plan-Based AwardsAwards"” table below).below. No other NEO has an employment agreement.

Other Compensation Policies

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

Engaging, directly or indirectly, in any activity in competition with us, in any product, service or business activity for which the executive had any direct responsibility or direct involvement during the two previous years.
Soliciting one of our employees to terminate his or her employment with us.
Unauthorized disclosure of confidential, proprietary or trade secret information obtained during employment with us.
Failure to promptly disclose and assign any interest in any invention or idea conceived during the executive’s employment and related to any of our actual or anticipated business, research or development work.

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

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

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Company-Imposed Black-Out Periods
As noted above, if an executive is in possession of material non-public information, he or she is prohibited from trading in our stock. Apart from these trading restrictions, we also impose routine black-out periods that prohibit executives, including the NEOs, from trading during the period that begins two weeks prior to the end of each quarter and extends through the first business day following our next scheduled quarterly earnings release. These self-imposed black-out periods are an example of good corporate governance and help to protect both us and the individual from allegations of insider trading violations.
However, our black-out policy was not intended to penalize employees for this type of positive corporate behavior, and in the past the Committee has approved a cash distribution to employees, including NEOs, who were barred from exercising stock options prior to their expiration due to extended company-imposed black-out periods. No such exceptions were made during 2014.

2015.
Stock Ownership Guidelines
The Committee believes that stock ownership guidelines reinforce executive and shareholder alignment. Our executive stock ownership guidelines are:
CEO:                    5x salary
CFO, COO and Section 16 Officers:Other NEOs:                    3x salary
Other CEO direct reports:            1.5x salary
The Committee monitors progress towards achievement for the stated guidelines annually. In determining an executive’s stock holdings, we count the shares beneficially owned, including the after-tax value of unvested RSUs, shares deferred pursuant to our deferred compensation program, and shares owned through our 401(k) savings plan. Outstanding stock options and unearned performance shares do not count towards the executives’ stock ownership guidelines.

Limitations on Deductibility of Compensation
Section 162(m) of the Internal Revenue Code generally limits the deductibility of executive compensation paid by publicly-held corporations to $1 million per year for the CEO and the next three most highly compensated executive officers, excluding the CFO. The $1 million limitation does not apply to compensation that qualifies as performance-based. We consider the tax and accounting impact of all compensation, and our annual and long-term incentive plans have been designed so that awards granted under such plans may be able to qualify as performance-based compensation. To the extent possible and consistent with the goals and philosophy of compensation stated throughout, the Committee endeavors to limit the impact of Section 162(m) of the Code. The Committee also believes that the tax deduction is only one of several relevant considerations in setting compensation and that the tax deduction limitation should not be permitted to compromise the Company’s ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes.

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Table of Contents

EXECUTIVE COMPENSATIONExecutive Compensation Tables
The table below summarizes the total compensation earned by each of our NEOs for the fiscal years ended December 31, 2015, 2014 2013 and 2012,2013, as applicable. The amounts shown include compensation for services in all capacities that were provided to us.
20142015 Summary Compensation Table
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
($)
 Year 
Salary
($)
 
Bonus1 
($)
 
Stock
Awards2 ($)
 
Option
Awards3
($)
 
Non-Equity
Incentive Plan
Compensation4
($)
 
Change in
Pension Value
and Non-qualified
Deferred
Compensation
Earnings5
($)
 
All Other
Compensation6
($)
 
Total
($)
Andreas W. Mattes
President and Chief Executive Officer
 2014 836,106 — 2,900,655 1,044,825 1,779,509 — 206,842 6,767,937 2015 928,418 — 6,271,703 1,408,680 459,375 — 322,998 9,391,174
2013 408,365 370,980 2,104,265 813,747 529,973 — 95,732 4,323,062 2014 836,106 — 2,900,655 1,044,825 1,779,509 — 206,842 6,767,937
2012 — — — — — — — — 2013 408,365 370,980 2,104,265 813,747 529,973 — 95,732 4,323,062
Christopher A. Chapman
Senior Vice President, Chief Financial Officer
 2014 301,019 — 410,137 68,631 574,035 135,094 25,343 1,514,259 2015 402,658 — 499,284 263,740 180,000 — 34,432 1,380,114
2013 239,238 — 190,651 57,095 184,100 — 20,366 691,450 2014 301,019 — 410,137 68,631 574,035 135,094 25,343 1,514,259
2012 — — — — — — — — 2013 239,238 — 190,651 57,095 184,100 — 20,366 691,450
George S. Mayes, Jr.
Executive Vice President and Chief Operating Officer

 2014 539,423 — 2,472,994 421,296 813,216 — 195,922 4,442,851
2013 468,674 — 722,114 336,051 525,000 — 193,797 2,245,636
2012 360,797 — 488,880 264,500 149,093 — 175,522 1,438,792
Stefan Merz
Senior Vice President, Strategic Projects
 2014 325,000 — 616,051 99,577 424,003 — 36,935 1,501,566
2013 — — — — — — — —
2012 — — — — — — — —
Jonathan B. Leiken
Senior Vice President, Chief Legal Officer and Secretary
 2015 400,000 — 285,304 150,708 160,000 — 26,392 1,022,404
— — — — — — — — —
— — — — — — — — —
Stefan E. Merz
Senior Vice President, Strategic Projects
 2015 374,726 — 267,473 141,291 128,000 — 50,420 961,910
2014 325,000 — 616,051 99,577 424,003 — 36,935 1,501,566
— — — — — — — — —
Sheila M. Rutt
Vice President and Chief Human Resources Officer

 2014 332,263 — 609,310 103,803 353,583 241,343 44,489 1,684,791 2015 348,801 — 249,641 131,874 91,875 — 58,140 880,331
2013 — — — — — — — — 2014 332,263 — 609,310 103,803 353,583 241,343 44,489 1,684,791
2012 — — — — — — — — — — — — — — — — —
George S. Mayes, Jr.
Former Executive Vice President and Chief Operating Officer
 2015 
380,7697
 — 1,319,267 518,063 54,542 — 3,006,810 5,279,451
2014 539,423 — 2,472,994 421,296 813,216 — 195,922 4,442,851
2013 468,674 — 722,114 336,051 525,000 — 193,797 2,245,636
1
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"Non-Equity Incentive Plan Compensation”Compensation" column above.
2 
This2015 amounts in this column representsrepresent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718 ("ASC 718"), for RSUs and performance-based LTI shares the Transformation Grant, and RSUs awarded to the NEOs in 2014.2015 and also includes the ASC 718 grant date value for Mr. Mattes of his 2015-2016 Transformation Grant and 2015-2016 performance-based deferred shares award. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. ForThe grant date values in the table and this footnote do not necessarily correspond to the actual value that will be realized by the NEOs. See the "2015 NEO Compensation Highlights - Target Compensation Structure" section of the "Compensation Discussion & Analysis" for additional information regarding Mr. Mattes’ 2015-2016 Transformation Grant and 2015-2016 performance-based deferred share award.
The grant date fair values for the RSUs are determined using the closing price of our common shares on the grant date. The grant date fair values included in the table for the performance-based LTI shares such amounts are calculated based on the probable outcome of the relevant performance conditions as of the grant date, which we calculate (i) using a Monte Carlo simulation model. Formodel with respect to the 50% of the target award that is based on relative TSR, and (ii) using the closing price of our common shares on the grant date and assuming target level achievement of the cumulative adjusted EBITDA goal for the remaining 50% of the award. See the "2015 Grants of Plan-Based Awards Table" below for the threshold, target and maximum numbers of shares that each NEO may earn under these performance-based LTI awards and Footnote 5 to that table for additional information on assumptions used in calculating the grant date valuations. The ASC 718 grant date fair values for each NEO’s 2015 performance-based LTI awards assuming the achievement of the maximum level of performance would be: for Mr. Mattes, $3,822,646; for Mr. Chapman, $713,545; for Mr. Leiken, $407,731; for Mr. Merz, $382,284; for Ms. Rutt, $356,773; and for Mr. Mayes, $1,401,643.
The ASC 718 grant date fair value for the 2015-2016 Transformation Grant such amounts areto Mr. Mattes is calculated using the closing price of our common shares on the grant date and is included in the table based on the probable outcome of the relevant performance conditions as of the grant date as detailed in Footnote 5 to(i.e., the “target level of performance). The 2014"2015 Grants of Plan-Based Awards” table below. For more information regarding 2014 Table" awards, includingbelow provides the assumptions used in calculating the fair valuethreshold, target and maximum numbers of performance shares, see the “2014 Grants of Plan-Based Awards Table” below. The maximum number of performance-based LTI shares that may be earned is also reflected belowMr. Mattes was eligible to earn under the “2014 Grants of Plan-Based Awards Table,” thehis 2015-2016 Transformation Grant. The grant date fair value of which would be: for Mr. Mattes; $2,219,625; for Mr. Chapman, $280,791; for Mr. Mayes, $1,723,408; for Mr. Merz, $407,368; and for Ms. Rutt, $424,663. The maximum number ofMattes 2015-2016 Transformation Grant sharesassuming that maythe highest (i.e., maximum) level of the performance goals are achieved would be earned is also reflected$2,229,250. The 2015 portion of this award was forfeited because 2015 EPS performance was below under the “threshold level.2014 Grants of Plan-Based Awards Table,” the aggregate
The ASC 718 grant date fair value of which would be: for Mr. Mattes, $1,212,834; for Mr. Chapman, $246,971; for Mr. Mayes, $1,467,157; for Mr. Merz, $381,446;Mattes’ 2015-2016 performance-based deferred shares award - $1,566,906 - is calculated using the closing price of our common shares on the grant date, is based on the probable outcome of the relevant performance conditions as of the grant date, and for Ms. Rutt, $361,478. is the same at the target and maximum levels of performance because the maximum was set at 100% of target.
The specific terms of the performance-based LTI shares, the Transformation Grant, and RSUseach of these awards are discussed in more detail in “Compensation"Compensation Discussion and Analysis”Analysis" above. These maximum amounts reflect the grant date fair value for these awards, and do not necessarily correspond to the actual value that will be realized by the NEOs.

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3 
This column represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, for options awarded to the NEOs in 2014.2015. For more information regarding 20142015 grants, see the “2014"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 4 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2014.2015. 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 
This column reflects amounts earned by the NEOs under our Annual Cash Bonus Plan for the 20142015 fiscal year, but that were not actually paid out until February 2015.
2016. Mr. Mayes’ amount was prorated based upon the portion of 2015 that he was employed.
5 
These amounts shown are theThe difference (to the extent positive) between the actuarial present value of pension benefits as of December 31, 2015 and the actuarial present value of pension benefits as of December 31, 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-2014 Mortality Table for non-annuitants without collar adjustment with MP-2014 fully generational mortality improvement projection and the actuarial present value of pension benefits as of December 31, 2013 based on a 5.09% discount rate and the RP-2000 Combined Healthy Mortality Table with mortality improvement to December 31, 2013 based on Scale AA. Further, theprojection. The values were determined assuming the probability is nil that the NEO will terminate, retire, die or become disabled before their normal retirement date. There was no above-market or preferential interest earned by any NEO in 2014 on non-qualified deferred compensation.date (unless already known). The increasesdecreases in pension values shown above are attributable to the decreaseincrease in the discount rate from December 31, 20132014 to December 31, 20142015 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 2015 on non-qualified deferred compensation.
6 
For 2014,2015, the amounts reported for “All"All Other Compensation”Compensation" consist of amounts provided to the NEOs as outlined in the table below, with respect to: (a) for Mr. Mattes, housing allowances and expenses in connection with his relocation to Ohio, (b) amounts contributed for the executive by us under our 401(k) plan and any non-qualified defined contribution plan, including taxes attributable to such non-qualified defined contribution plan, for which the executive is a participant, (c) financial planning services/tax assistance (including a gross up amount for Mr. Mayes for an adjustment to his financial planning/tax services), (d) dividend equivalents paid on unvested RSUs, and (e) other. For NEOs, as applicable, the amount in column (e) reflectsreflects: expenses related to the Company’s sales awards recognition program (Mr. Mattes: $8,891;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, $6,272;$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. Mayes also includes the following payments and 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.

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Table of Contents

$6,272;and Mr. Merz, $6,377), as well as life insurance benefits (Mr. Mattes, $1,620; Mr. Chapman $623; Mr. Mayes $1,205; Mr. Merz, $790, and Ms. Rutt, $743), and the approximate value of an annual physical exam provided to our executives (Mr. Mattes, $3,475; Mr. Merz, $3,896, and Ms. Rutt, $1,513).
All Other CompensationAll Other Compensation
Named Executive OfficerNamed Executive Officer (a) (b) (c) (d) (e)  (a) (b) (c) (d) (e) 
Andreas W. MattesAndreas W. Mattes 76,945 60,938 12,000 42,974 13,986  $137,489 96,241 12,000 70,254 7,014 
Christopher A. ChapmanChristopher A. Chapman — 9,360 — 9,087 6,895  — 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.George S. Mayes, Jr. — 149,527 10,000 28,918 7,447  — 18,811 10,192 19,725 2,958,082 
Stefan Merz — 17,912 — 7,960 11,063 
Sheila M. Rutt — 19,723 7,616 14,895 2,256 
7
This amount reflects salary earned for 2015 and cash paid to Mr. Mayes in lieu of vacation in connection with his departure.

-46-



20142015 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
($)
 
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.
(#)
 Grant Date
Thresh.
($)
 
Target
($)
 
Max.
($)
Thresh.
(#)
 
Target
(#)
 
Max.
(#)
Andreas W. Mattes6
 1/15/14 - - - 28,207 31,341 34,476 - - - 1,102,576
2/11/14 - - - - - - - 154,766 34.13 1,044,825
2/11/14 - - - - - - 20,166 - - 688,266
2/11/14 - - - 6,546 26,181 52,362 - - - 1,109,813
2/11/14 491,040 1,023,000 2,046,000 - - - - - - -
Andreas W. Mattes2/5/15- - - - -200,00032.331,408,680
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 1/15/14 - - - 5,744 6,382 7,021 - - - 224,5192/5/15- - - - -37,44532.33263,740
2/11/14 - - - - - - - 10,166 34.13 68,6312/5/15- - - - -4,408-142,511
2/11/14 - - - - - - 1,325 - - 45,2222/5/15- - -5,510 11,020 22,040-356,773
2/11/14 - - - 828 3,312 6,624 - - - 140,396-180,000 450,000 900,000- - --
2/11/14 132,000 330,000 660,000 - - - - - - -
Jonathan B. Leiken2/5/15 21,39732.33150,708
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. Merz2/5/15- - - - -20,06032.33141,291
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. Rutt2/5/15- - - - -18,72332.33131,874
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. 1/15/14 - - - 34,122 37,913 41,705 - - - 1,333,7792/5/15- - - - -73,55332.33518,063
2/11/14 - - - - - - - 62,405 34.13 421,2962/5/15- - - - -8,659-279,945
2/11/14 - - - - - - 8,131 - - 277,5112/5/15- - -10,824 21,647 43,294-700,822
2/11/14 - - - 5,082 20,328 40,656 - - - 861,704-187,000 467,500 935,000  
2/11/14 187,000 467,500 935,000 - - - - - - -3/16/15- - - - -10,000-338,500
Stefan Merz 1/15/14 - - - 8,872 9,857 10,843 - - - 346,769
2/11/14 - - - - - - - 14,750 34.13 99,577
2/11/14 - - - - - - 1,922 - - 65,598
2/11/14 - - - 1,202 4,805 9,610 - - - 203,684
2/11/14 113,750 243,750 487,500 - - - - - - -
Sheila M. Rutt 1/15/14 - - - 8,407 9,341 10,276 - - - 328,616
2/11/14 - - - - - - - 15,376 34.13 103,803
2/11/14 - - - - - - 2,003 - - 68,362
2/11/14 - - - 1,253 5,009 10,018 - - - 212,332
2/11/14 81,304 203,267 406,534 - - - - - - -
1
These columns present information about the potential payoutpayouts under our Annual Cash Bonus Plan for fiscal year 2014.2015. The actual amount paid in February 20152016 for each NEO is reflected above in the “2014"2015 Summary Compensation Table”Table" under the “Non-Equity"Non-Equity Incentive Plan Compensation”Compensation" column. For a more detailed description of the related performance measures for our Annual Cash Bonus Plan, see above under “Compensation"Compensation Discussion and Analysis.”    "

2 
These columns present information about performance-based LTI shares awarded during 20142015 pursuant to the 1991 Plan (shown withfor each NEO, and also include for Mr. Mattes his 2015-2016 performance-based deferred shares award and his 2015-2016 Transformation Grant. The payout of the February 11, 2014 grant date) as well as the Transformation Grant (shown with the January 15, 2014 grant date). For each respective grant type, specific performance measuresannual 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, 20142015 and ending on December 31, 2016, except with respect to the Transformation Grant for Mr. Mattes which is calculated over the 2014 performance period. No amount is payable unless the threshold performance is met. For performance-based LTI shares granted, the2017. The maximum award amount offor 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. Formeasures, and no amount is payable unless the threshold performance is 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 of 110% of the target amount will be earned only if we achieve maximum performance pursuant to that grant’s specific performance measures. For a more detailed description of the performance-based LTI shares, the Transformation Grant,these awards and the related performance measures, see above under “Compensationthe related descriptions in the "Compensation Discussion and Analysis.”
"
3 
This column presents information about RSUs awarded during 20142015 pursuant to the 1991 Plan. For a more detailed description of the RSUs, see above under “Compensation"Compensation Discussion and Analysis.”
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 2014.2015. For a more detailed description of the stock options, see above under “Compensation"Compensation Discussion and Analysis.”
"

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5 
For the annual performance-based LTI shares, the grant date fair value of $42.39the 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 onexpected 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 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 thean estimated interest rate for a zero-coupon U.S. government bond with a maturityterm commensurate with the remaining term of threethe 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 priceprices for the equivalent2.91 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. For the Transformation Grant, except for Mr. Mattes, theThe grant date fair value of $34.18 per sharethe 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 all threethe performance periodsconditions for 2014, 2015 and 2016

40

(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.


Table of Contents

respectively, as follows: (a) 2014 (100% of the 2014 performance period plus 50% of the 2015 performance period, plus 33 1/3% of the 2016 performance period), (b) 2015 (50% of the 2015 performance period plus 33 1/3 of the 2016 performance period), and (c) 2016 (33 1/3% of the 2016 performance period), the total of such value reflects the total amount that we would expect to expense in our financial statements for the total of all three performance periods. For the Transformation Grant for Mr. Mattes, the fair value of $34.18 per share is calculated by based upon the probable outcome for the 2014 performance period at 100%. For RSUs, the fair value is calculated using the closing market price of the shares on the February 11, 2014 grant date of $34.13, and such value reflects the total amount that we would expect to expense in our financial statements over the awards’ three-year vesting period. For stock options, the fair value was calculated using the Black-Scholes value on the grant date of $6.75, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the fair value of these stock options can be found under Note 3 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2014.
6
For additional information regardingRSUs, the Transformation Grant awardedfair 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 Mr. Mattesexpense 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 January 15, 2014, see the discussion abovegrant date of $7.0434, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the “Compensation Discussion and Analysis.”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

In June 2013, we entered into an employment agreement with Mr. Mattes in connection with his appointment as our President and CEO. TheWe amended that agreement has an initialon 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 of two years and automatically renews for(through July 24, 2017) with automatic one-year termsrenewals unless either party gives the otherprovides 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 non-renewal priorthe exercise period for stock options and stock appreciation rights following termination from three months to twelve months, consistent with the scheduled expiration date. 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. Mattes.
Pursuant to the agreement, Mr. Mattes is entitled to receive an annual base salary of $775,000 for the first yearnot less than $937,500 and will beis eligible for annual incentive awards as determined by the Company in its sole discretion; provided that, for 2013, any annual incentive award for Mr. Mattes will be paid on a pro rata basis, based upon a guaranteed minimum payout of at least 100% of the target opportunity. Under the agreement, Mr. Mattes also received an inducement grant of $500,000 in the form of the Company’s common shares, subject to an obligation to repay 100% of such shares (or equivalent value) to the Company in the event that he voluntarily terminated his employment prior to the first year anniversary of the agreement, and repay 50% of such shares in the event that he voluntarily terminated his employment prior to the second anniversary of the agreement.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”"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”"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 ratapro-rata basis and (C) all unearned performance-based shares and performance units will be paid out on a pro ratapro-rata basis (except with respect tofor Transformation Grant shares as noted below in “Potential Payments Upon Termination or Change in Control”)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 ratapro-rata amount, if any, equal to the actual annual incentive that would have been payable to him based on the Company’sour 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 shareswhich will be earned at 100% as noted below in “Potential Payments Upon Terminationlong as Mr. Mattes is employed at the end of the performance period or Change in Control”)was terminated without cause or with good reason).
The employment agreement also provides that Mr. Mattes will not (i) compete with the Companyus 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 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 "Potential Payments Upon Termination or Change in Control" section under the caption "Payments and Benefits in Connection with Mr. Mayes’ Separation."

41

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Table of Contents

Outstanding Equity Awards at 20142015 Fiscal Year-End
The following table provides information relating to exercisable and unexercisable stock options as of December 31, 20142015 for the NEOs. In addition, the following table provides information relating to grants of RSUs, deferred shares and performance-based awards to the NEOs that had not yet vested as of December 31, 2014.2015. No stock appreciation rights were outstanding as of December 31, 2014.2015.
   
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
 
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
($)
Grant Date of AwardExercisable
(#)		Unexercisable
(#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)		Option Exercise Price
($)		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. Mattes6/6/201364,73433,348—31.926/6/2023——
2/11/201451,588103,178—34.132/11/2024——
2/5/2015—200,000—32.332/5/2025——
6/6/2013—17,203517,638——
 6/6/2013 32,36765,715 — 31.92 6/6/2023 — — ——2/11/2014—20,166606,795——
2/11/2014 —154,766 — 34.13 2/11/2024 — — ——2/5/2015—23,721713,765——
6/6/2013 — — — — 17,203 595,912 ——
6/6/20135
—23,702713,193——
2/11/2014 — — — — 20,166 698,550 ——2/11/2014—26,181787,786
6/6/2013 — — — — — — 9,259320,6972/5/2015—59,0371,776,423
1/15/2014 — — — — — — 28,207977,0872/5/2015—48,4661,458,342
2/11/2014 — — — — — — 26,181906,9102/5/2015—28,208848,779
Christopher A. Chapman 2/20/2006 700— — 39.43 2/20/2016 — — ——2/20/2006700—39.432/20/2016——
2/14/2007 1,250— — 47.27 2/14/2017 ——2/14/20071,250—47.272/14/2017——
2/11/2009 1,250— — 24.79 2/11/2019 — — ——2/11/20091,250—24.792/11/2019——
2/11/2010 2,500— — 27.88 2/11/2020 — — ——2/11/20102,500—27.882/11/2020——
2/10/2011 5,2501,750 — 32.67 2/10/2021 — — ——2/10/20117,000—32.672/10/2021——
2/8/2012 4,750 — 34.89 2/8/2022 — — ——2/8/20127,1252,375—34.892/8/2022——
2/6/2013 2,4885,052 — 29.87 2/6/2023 — — ——2/6/20134,9762,564—29.872/6/2023——
2/11/2014 —10,166 — 34.13 2/11/2024 — — ——2/11/20143,3886,778—34.132/11/2024——
2/11/2010 — — — — 2,000 69,280 ——2/5/2015—37,445—32.332/5/2025——
2/8/2012 — — — — 1,300 45,032 ——2/11/2010—2,00060,180——
2/6/2013 — — — — 1,277 44,235 ——2/6/2013—1,27738,425——
11/4/2013 — — — — 2,000 69,280 ——11/4/2013—2,00060,180——
2/11/2014 — — — — 1,325 45,898 ——2/11/2014—1,32539,869——
2/8/2012 — — — — — — 75025,9802/5/2015—4,408132,637——
2/6/2013 — — — — — — 79827,643
2/6/20135
—1,24537,462——
1/15/2014 — — — — — — 5,744198,9651/15/2014—1,91657,652
2/11/2014 — — — — — — 3,312114,7282/11/2014—3,31299,658
George S. Mayes, Jr.  2/10/2005 3,000— — 55.23 2/10/2015 — — ——
2/20/2006 8,000— — 39.43 2/20/2016 — — ——
2/14/2007 9,500— — 47.27 2/14/2017 — — ——
2/11/2009 3,750— — 24.79 2/11/2019 — — ——
2/11/2010 7,500— — 27.88 2/11/2020 — — ——
2/10/2011 15,0005,000 — 32.67 2/10/2021 — — ——
2/8/2012 12,500 — 34.89 2/8/2022 — — ——
2/6/2013 14,64529,734 — 29.87 2/6/2023 — — ——
2/11/2014 —62,405 — 34.13 2/11/2024 — — ——
2/11/2010 — — — — 5,000 173,200 ——
2/8/2012 — — — — 4,500 155,880 ——
2/6/2013 — — — — 7,515 260,320 ——
2/11/2014 — — — — 8,131 281,658 ——
2/8/2012 — — — — — — 1,87564,950
2/6/2013 — — — — — — 4,697162,704
1/15/2014 — — — — — — 34,1221,181,976
2/11/2014 — — — — —��— 20,328704,162
Stefan Merz 2/11/2014 —14,750 — 34.13 2/11/2024 — — ——
8/1/2013 — — — — 5,000 173,200 ——
2/11/2014 — — — — 1,922 66,578 ——
1/15/2014 — — — — — — 8,872307,302
2/11/2014 — — — — — — 4,805166,445
Sheila M. Rutt 2/10/2005 6,000— — 55.23 2/10/2015 — — ——
2/20/2006 8,000— — 39.43 2/20/2016 — — ——
2/14/2007 7,500— — 47.27 2/14/2017 — — ——
2/10/2011 9,0003,000 — 32.67 2/10/2021 — — ——
2/8/2012 8,250 — 34.89 2/8/2022 — — ——
2/6/2013 —8,505 — 29.87 2/6/2023 — — ——
2/11/2014 —15,376 — 34.13 2/11/2024 — — ——
2/11/2010 — — — — 4,000 138,560 ——
2/8/2012 — — — — 2,300 79,672 ——
1/14/2013 — — — — 2,500 86,600 ——
2/6/2013 — — — — 2,149 74,441 ——
2/11/2014 — — — — 2,003 69,384 ——
2/8/2012 — — — — — — 1,25043,300
2/6/2013 — — — — — — 1,34346,530
1/15/2014 — — — — — — 8,407291,215
2/11/2014 — — — — — — 5,009173,512
Christopher A. Chapman2/5/2015—11,020331,592
2/5/2015—21,397—32.332/5/2025——
2/5/2015—2,51975,797——
5/29/2014—3,21196,619
2/5/2015—6,297189,477

42

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Table of Contents
  
Option Awards1
Stock Awards
  Number of Securities Underlying Unexercised Options     Equity Incentive Plan Awards:
NameGrant Date of AwardExercisable
(#)		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. Merz2/11/20144,9169,834—34.132/11/2024————
2/5/2015—20,060—32.332/5/2025————
8/1/2013—————5,000150,450 —
2/11/2014—————1,92257,833——
2/5/2015—————2,36171,042——
1/15/2014———————2,95889,006
2/11/2014———————4,805144,582
2/5/2015———————5,904177,651
Sheila M. Rutt2/20/20068,000——39.432/20/2016————
2/14/20077,500——47.272/14/2017————
2/10/201112,000——32.672/10/2021————
2/8/201212,3754,125—34.892/8/2022————
2/6/20134,1884,317—29.872/6/2023————
2/11/20145,12510,251—34.132/11/2024————
2/5/2015—18,723—32.332/5/2025    
2/11/2010—————4,000120,360——
1/14/2013—————2,50075,225——
2/6/2013—————2,14964,663——
2/11/2014—————2,00360,270——
2/5/2015—————2,20466,318——
2/6/20135
—————2,09663,069——
1/15/2014———————2,80384,342
2/11/2014———————5,009150,721
2/5/2015———————5,510165,796
George S. Mayes Jr.2/20/20068,000——39.432/20/2016————
2/14/20079,500——47.277/31/2016————
2/11/20093,750——24.797/31/2016————
2/11/20107,500——27.887/31/2016————
2/10/201120,000——32.677/31/2016————
2/8/201225,000——34.897/31/2016————
2/6/201344,379——29.877/31/2016————
2/11/201462,405——34.137/31/2016————
2/5/201573,553——32.337/31/2016————
2/11/2014———————11,294339,836
2/5/2015———————4,812144,793

1 
All stock options outstanding at the 20142015 fiscal year-end which were issued prior to 2013 vest ratably over a four-year period beginning on the first anniversary of the date of grant. All stock option grants outstanding at the 20142015 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.

2 
This column reflects unvested RSUs granted to the NEOs that had not yet vested as of December 31, 2014.2015. The RSUs included in this column have a three-year cliff vest.vest, except for the 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 $34.64$30.09 as of December 31, 2014.2015.

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4 
These columns report the performanceperformance-based shares granted to the NEOs for the 2012-2014, 2013-20152014-2016 and 2014-20162015-2017 performance periods, as applicable.applicable, and also include the NEOs’ outstanding Transformation Grants at year-end. For the 2012-2014 and 2013-20152014-2016 performance periods, the current performance as of December 31, 2014 was below threshold, and therefore, the awards are reported at the threshold level. For the 2014-2016 performance period, the current performance as of December 31, 20142015 was above threshold, but below target, and therefore, the award isawards are reported at target. In addition,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 Grant,Grants in this column include only the 2014threshold number of shares for the 2016 portion of the awards, which are scheduled to vest in 2017 following the end of the performance (which was the first performance year) was below target, and is therefore reported at threshold.period. There is no performance yet achieved for either ofthe 2016 performance period for the Transformation Grants. The award opportunities with respect to the 2015 and 2016 performance periodsportions of the Transformation Grant,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 therefore, thosewere 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 periods are also included at the threshold level.period. These awards vested and were paid in February 2016.
20142015 Option Exercises and Stock Vested
 Option Awards Stock Awards 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
($)
 
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 — — 5,250 177,713 — — 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.  — — 4,500 152,325 — — 35,218 1,174,937
Stefan Merz — — — —
Sheila M. Rutt 13,188 134,398 7,000 236,950
1 
The value realized is calculated by multiplying the number of stock options by the difference between the market value of the underlying securities on the date of exercise and the exercise price of the stock option.
2
The value realized is calculated for RSUs by multiplying the number of shares of stock 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.


20142015 Pension and Retirement Benefits
Name Plan Name 
Number of Years
Credited Service
(#)
 
Present Value of
Accumulated Benefit1
($)
 
Payments During
Last Fiscal Year
($)
 Plan Name 
Number of Years
Credited Service
(#)
 
Present Value of
Accumulated Benefit1
($)
 
Payments During
Last Fiscal Year
($)
Andreas W. Mattes - - - - - - - -
Christopher A. Chapman Qualified Retirement Plan 18.3333 td40,949 - Qualified Retirement Plan 19.3333 219,971 -
Pension Restoration SERP 18.3333 td14,365 - Pension Restoration SERP 19.3333 104,408 -
George S. Mayes, Jr. - - - -
Stefan Merz - - - -
Jonathan B. Leiken - - - -
Stefan E. Merz - - - -
Sheila M. Rutt Qualified Retirement Plan 14.250 td47,403 - Qualified Retirement Plan 15.2500 230,780 -
Pension SERP 14.250 td88,397 - Pension SERP 15.2500 86,282 -
Pension Restoration SERP 14.250 $92,496 - Pension Restoration SERP 15.2500 269,020 -
George S. Mayes, Jr. - - - -
1 
The values are determined based on a 4.21%4.62% discount rate and the RP-2014 Mortality Table for non-annuitants without collar adjustment withmortality tables, including the MP-2014 fully generational mortality improvement projection scales and are calculated assuming that the probability is nil that a NEO terminates, dies, retires or becomes disabled before normal retirement date.

Mr. Chapman and Ms. Rutt currently participate in the Diebold, Incorporated Retirement Plan for Salaried Employees, or Qualified Retirement Plan, which provides funded, tax-qualified benefits under the Internal Revenue Code to all salaried and non-union hourly U.S.-based employees who were hired before July 1, 2003. This plan provides benefits that are limited by Internal Revenue Code requirements applicable to all tax-qualified pension plans. As noted above, we also maintain defined benefit Supplemental Executive Retirement Plans, or SERPs, which provide unfunded, non-qualified benefits to select executives. The purpose of the SERPs is to provide additional benefits above those provided under the Qualified Retirement Plan. Accruals in the Qualified Retirement Plan and the defined benefit SERPs were frozen as of December 31, 2013.
Qualified Retirement Plan
The benefit provided under the Qualified Retirement Plan is payable as a life annuity beginning at normal retirement age (age 65). The benefit is determined based on the following formula:
0.8% of final average compensation up to the Covered Compensation level; plus
1.25% of final average compensation in excess of the Covered Compensation level;

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which sum is multiplied by years of service (subject to a maximum of 30 years).
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. 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.
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. Mr. Chapman and Ms. Rutt are the only NEOs who participate in the Pension Restoration SERP. The Pension Restoration SERP was amended in 2013 to freeze all future benefit accruals after December 31, 2013.
Pension SERP
The Pension SERP provides a supplemental monthly retirement benefit in an amount such that a participant’s total retirement benefit from the Qualified Retirement Plan, the Pension Restoration SERP, the annuity equivalent of the projected employer-provided balance in the 401(k) Restoration SERP (assuming a 3% employer match and a fixed rate of return of 8%) and the Pension SERP, plus one-half of the participant’s anticipated Social Security benefit payable at age 65, equals 50% (pro-rated for less than 25 years of service) of the participant’s final average compensation received from us during the highest five consecutive full calendar years of the last ten full calendar years of employment. Compensation is defined for this purpose as salary plus bonus accrued for each such calendar year. The Pension SERP benefits are payable at age 65 as a straight life annuity. Joint and survivor options are available on an actuarially equivalent basis. Benefits are available to participants retiring or terminating employment with at least 10 years of service, and are payable at the later of (1) attaining both the age of 50 and 70 points (determined by age plus years of service), or (2) separation from service (on a reduced basis if payments begin before age 65). Participants who become disabled while employed and have at least 15 years of service are eligible for an immediate benefit. The Pension SERP was amended in 2013 to freeze all future benefit accruals after December 31, 2013.
Accrued benefits under the Pension SERP are fully vested in the event of a change-in-control of the Company. Ms. Rutt is the only NEO who participates in the Pension SERP.
Present Value of Accumulated Benefits
The “Present"Present Value of Accumulated Benefits”Benefits" is the single-sum value as of December 31, 20142015 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. We used certain assumptions to determine the single-sum value of the annual benefit that is payable beginning at normal retirement age. The key assumptions are as follows:
An interest rate of 4.21%4.62%, the FASB ASC 715 discount rate as of December 31, 2014;2015;
The RP-2014 Mortality Table for non-annuitants without collar adjustmentmortality tables with MP-2014 fully generational mortality improvement projection;
A probability of 100% that benefits are paid as annuities;projection scales; and
No probability of termination, retirement, death, or disability before normal retirement age.


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20142015 Non-Qualified Deferred Compensation
401(k) Restoration SERP and 401(k) SERP
Name 
Executive
Contributions
in 20141
($)
 
Registrant
Contributions
in 20142
($)
 
Aggregate
Earnings in
20143
($)
 
Aggregate
Withdrawals/
Distributions
($)
 
Aggregate Balance
as of December 31,
20144
($)
 
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 88,534 53,120 7,926 — 173,224 146,336 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.  26,596 15,958 94,473 — 1,175,362 15,231 9,138 (7,816) — 1,191,915
Stefan Merz 14,254 8,552 488 — 23,294
Sheila M. Rutt 17,271 10,363 12,981 — 191,139
1 
These amounts are included in the “Salary”"Salary" column of the “2014"2015 Summary Compensation Table.”
Table."
2 
These amounts are included in the “All"All Other Compensation”Compensation" column of the “2014"2015 Summary Compensation Table”Table" and include amounts contributed in 20142015 for the 20142015 plan year under the 401(k) Restoration SERP.
3 
These amounts represent aggregate earningslosses on executive and registrant contributions. These amounts are not reflected in the “2014"2015 Summary Compensation Table,,”" as they are not considered preferential or above-market earnings on deferred compensation.
4 
This column reflects the balance of all contributions and the aggregate earnings (or losses) on such contributions. No portion of this amount is reflected in the “All"All Other Compensation”Compensation" column or the “Salary”"Salary" column of the “2014"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, were able to defer cash bonuses received under our Annual Cash Bonus Plan and performance-based share awards earned under the 1991 Plan; however, none of the NEOs were participants in this Deferred Incentive Compensation Plan in 2014.2015. 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

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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-based share 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-based shares must be made at least six months prior to the end of the three-year performance period specified in the grant.
Deferrals of 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. Executives may invest such cash deferrals in any funds available under our 401(k) plan, except the Northern Trust and Invesco Stable Value Fund. The table below shows the funds available under the deferred compensation plans and their annual rate of return for the year ended December 31, 2014,2015, as reported by Merrill Lynch.

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Table of Contents

Merrill Lynch Funds
Name of FundRate of Return
 Name of FundRate of Return
Rate of ReturnName of FundRate of Return
Allianzgi NFJ Intrnl VAL Instl(5.3)% Vanguard Target Retirement 20557.16 %(13.15)%Vanguard Target Retirement 2055(1.720)%
Calamos International Growth I(6.12)% Vanguard Target Retirement 20607.16 %2.99%Vanguard Target Retirement 2060(1.68)%
Invesco Diversified DIV CL R512.32 % Loomis Sayles Bond FD Instl4.76 %2.09%Loomis Sayles Bond FD Instl(6.86)%
Janus Triton Fund CL I9.58 % Loomis Sayles Small Cap Value Instl5.33 %1.35%Loomis Sayles Small Cap Value Instl(3.36)%
John Hancock Disciplined Value Mid Cap Instl13.29 % Vanguard Institutional Index13.65 %2.06%Vanguard Institutional Index1.37%
Vanguard Target Retirement 20105.30 % Vanguard Total Bond Market Instl5.29 %(0.2)%Vanguard Total Bond Market Instl0.41%
Vanguard Target Retirement 20156.56 % Vanguard Mid-Cap Index Fund13.60 %(0.46)%Vanguard Mid-Cap Index Fund(1.46)%
Vanguard Target Retirement 20207.11 % Vanguard Primecap FD-ADM CL18.83 %(0.68)%Vanguard Primecap FD-ADM CL2.64%
Vanguard Target Retirement 20257.17 % Vanguard Target Income Retirement5.54 %(0.85)%Vanguard Target Income Retirement(0.17)%
Vanguard Target Retirement 20307.17 % T Rowe Price Blue Chip Growth9.28 %(1.03)%T Rowe Price Blue Chip Growth11.15%
Vanguard Target Retirement 20357.24 % Oppenheimer Developing Markets Fund Y(4.55)%(1.26)%Oppenheimer Developing Markets Fund Y(13.84)%
Vanguard Target Retirement 20407.15 % FFI Institutional Fund0.04 %(1.59)%FFI Institutional Fund0.03%
Vanguard Target Retirement 20457.16 % American Balanced Fund R59.16 %(1.57)%American Balanced Fund R51.98%
Vanguard Target Retirement 20507.18 %  (1.58)%  

Executives deferring under the Deferred Incentive Compensation Plan No. 2 select their period of deferral and method of payment at the time of making their deferral elections. Executives may elect to defer their payments until a specified date or until the date they cease to be an associate of the Company. 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. Both the salary deferrals and our matching contributions may be invested in any funds available under our Deferred Incentive Compensation Plan No. 2 (except the Northern Trust and Invesco Stable Value Fund). All of the NEOs, except for Mr. Chapman, participate in the 401(k) Restoration SERP.

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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 contributionContributions 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. Mayes is the only NEO who currently participates in the 401(k) SERP. Upon amendment, all active participants as of December 31, 2013 were immediately vested in any benefit that had accrued on their behalf. The executive may invest his account balance in any investment funds available under our 401(k) Restoration SERP, except the Northern Trust and Invesco Stable Value Fund.


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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROLPotential 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, 2014, and2015, include amounts earned through such timedate, 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. Each NEO except Mr. Mattes participates in our Severance Policy. Mr. Mattes has an employment agreement and his rights upon termination are set forth in that agreement. Our stock price as of December 31, 20142015 was $34.64.$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 (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. 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 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 Company and requires him to 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 a 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 “"20142015 Pension and Retirement BenefitsBenefits"” above. For Mr. Chapman and Ms. Rutt, the values shown 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. MattesSERP and Mayes, and 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.
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 a 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;
Our failure to obtain in writing the obligation to perform or be bound byUnder 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 hisMattes’ employment agreement, he would alsois 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.

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Involuntary Without Cause or Voluntary With Good Reason
In general, ifIf 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):
With respect to Messrs. Mattes, Chapman and Mayes, aA lump sum payment equal to two times (for Mr. MerzMessrs. Mattes and Ms. Rutt,Chapman) and one and one-half times)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 PlainBonus Plan in the year of termination;
A lump sum pro-rata awardpayment 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 earnedand 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;;
With respect to Messrs. Mattes, Chapman and Mayes, continuedContinued participation in all of our employee health and welfare benefit plans for the shorter of (i) two years (for Mr. MerzMessrs. Mattes and Ms. Rutt,Chapman) or one and one-half years)years (for Messrs. Merz and Leiken and Ms. Rutt), orand (ii) the date such NEO receives equivalent coverage from a subsequent employer;

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All outstanding unvested options immediately vest and generally remain exercisable for a period of threetwelve months (or the earlier scheduled expiration) following the date of 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 performanceperformance-based share 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 “"20142015 Pension and Retirement BenefitsBenefits"” 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 Mr. Chapman and Ms. Rutt, the values shown reflect the present value of the normal retirement benefit at age 65 for the Qualified Retirement Plan. The nonqualified defined benefit plan values shown reflect the present value of the normal retirement benefit at age 65 as well. For Messrs. Mattes, andLeiken, Merz, Mayes and 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.
Pursuant to the 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;

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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. 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 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 conditions of the employment agreement.
Payments Made Upon Retirement
Generally, in the event of the retirement of a 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;
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 performanceperformance-based share 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;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.
In 2014,2015, Mr. Chapman did not satisfy the retirement eligibility conditions for either the Qualified Retirement Plan or the Pension Restoration SERP. Similarly, in 2014,2015, Ms. Rutt did not satisfy the retirement eligibility conditions for the Qualified Retirement Plan, the Pension Restoration SERP, or the Pension SERP.

The amounts shown for Messrs. Mattes, andLeiken, Merz, Mayes and 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.

Payments Made Upon Death or Disability
Generally, inIn the event of the death or disability of a NEO (other than Mr. Mattes, whose treatment is summarized below), the NEO or his or her estate or beneficiaries would receivereceives:
A lump sum pro-rata payment of the same equity benefits indicated abovebonus under “Payments Made Upon Retirement,” except that allour Annual Cash Bonus Plan, based upon the time employed in the year of termination and actual full-year performance results;
All outstanding and unvested options and RSUs, regardless of when awarded, would immediately vest and become nonforfeitable and unvested options will be remmainremain exercisable for one yeara period of twelve months (or the earlier scheduled expiration thereof). In addition,expiration);
All outstanding RSUs vest;
Pro-rata performance-based share amounts, based upon the NEO or his or her estate or beneficiaries would receive benefits under our disability plan or paymentstime 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

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Benefits under our group term life insurance plan or any supplemental life insurance plan, as appropriate.applicable.
Additionally, underIf 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 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 only in the case of disability)agreement):
A lump sum payment of accrued vacation pay and unreimbursed business expenses;
A lump sum pro-rata payment of the bonus, at target, award under our Annual Cash Bonus Plan based upon the time employed in the year of termination;

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TableAll outstanding unvested options and stock appreciation rights vest and remain exercisable for a period of Contentstwelve 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
(Only following his disability)In the case of disability, continued participation in all of our employee health and welfare benefit plans for a periodthe 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) 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, 2014.2015. For the Qualified Retirement Plan, Pension SERP and Pension Restoration SERP, the values shown reflect the present value of the early retirement benefits.

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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 RP-2014 Disabled Retirees mortality table with fully generational projection using MP-2014 and the assumptions noted under “"Present Value of Accumulated BenefitsBenefits"” above. Mr. Chapman is 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’ employment agreement, in connection withfollowing 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, a NEO has hiswithin that time period, an 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 agreements entered into before 2011 and two times base salary and target cash bonus;
A lump sum pro-rata payment of the bonus for agreements entered into thereafter (for Mr. Mattes, two times base salary and target 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
ContinuedTwo years of continued participation in our employee health and welfare benefit plans, including executive perquisites (or substantially similar plans) for a period of 12 months (24 months for Mr. Mattes), excluding any equity compensation plans.plans; and
In additionA lump sum payment in an amount equal to the additional benefits mentioned above, in the eventNEO would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan for one additional year of a change-in-control, pursuantservice, provided the NEO was fully vested prior to termination.
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 underfor good reason, the constructive termination circumstances identified below, each NEO is automatically entitled to the following benefits:
If terminated after such change-in-control but before the expiration of the applicable deferral period, allAll 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

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Unearned and non-forfeitednonforfeited 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, inIn 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 yearAll unearned performance-based shares or performance units will become nonforfeitable at 100% of termination,target (except with respect to the extent such awards are otherwiseTransformation Grant shares, which will be earned and assuming individualat 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 purposesall of Mr. Mattes’ employment agreement, the equity compensationthese 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 heldAcquisition 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 personindividual, group or entity has become theof beneficial ownerownership of 20%thirty percent or more of the combined voting power of our then-outstanding securities (except thatoutstanding 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 reportany 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
If, during any period of two consecutive years, directors at the beginning of such period ceasedisability, to constitute at least a majority of the board, unless theBoard, 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-thirdsthe incumbent directors considered as though a member of the directors then still inincumbent board, and excluding for these purposes any individual whose initial assumption of office who were directors at the beginningoccurs as a result of the period.an actual or threatened election contest;

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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 a NEO upon a change-in-control will be deemed a constructive termination by usfor good reason upon the occurrence of any of the following events:
Failure to elect, re-elect or otherwise maintain the executiveNEO in the offices or positions held prior to the change-in-control;
A significant adverse changematerial 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 executiveNEO 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, or requires the executiveNEO to travel significantly more than was previously required.required; or
Any material breach of the agreement.
For purposes ofthe "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’ titlediscussion 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;

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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, 20142015 may be entitled to the following:
If participating in the Qualified Pension Retirement Plan, Pension SERP and/or Pension Restoration SERP the benefits are determined using the plan provisions as described in the “"20142015 Pension and Retirement BenefitsBenefits"” above;
If participating in the 401(k) Restoration Plan, a benefit equal to the one additional year of employer match, the amount of which is contributed to the 401(k) Restoration SERP;
401(k) SERP benefit; and
401(k) Restoration which includes for immediate vesting under the 401(k) Restoration Plan.
For the Qualified Retirement Plan, the Pension SERP and the Pension Restoration SERP, we have reflected, in the “"Post-Termination Payments TableTable"” 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, 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. All NEOs are entitled to enhancements due to the change in controlchange-in-control provisions, except for Mr. Chapman, who does not participate in the 401(k) SERP or the 401(k) Restoration SERP.

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 and Exhibit 10.1(ii) to our Annual Report on Form 10-K for the year ended December 31, 2013.
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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 Merz), 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. The change in control agreements with Messrs. Mattes and Merz do not, and 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.


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Post-Termination Payments Table
Name Compensation Components 
Voluntary
($)
 
Involuntary
with Cause
($)
 
Involuntary
w/o Cause
($)
 
Retirement
($)
 
Death
($)
 
Disability
($)
 
Change in
Control1
($)
 Change in Control w/ Termination ($) 
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 — — 4,774,000 — 1,023,000 1,023,000 1,023,000 4,774,000 
 Accelerated Long-Term Incentives:  
    Stock options — — 345,714 — 345,714 345,714 345,714 345,714
 
   Performance shares2
 — — 1,438,781 — 2,526,438 2,526,438 6,286,190 6,286,190
    RSUs — — 478,296 — 1,294,462 1,294,462 1,294,462 1,294,462
 Retirement Benefits:  
 
Qualified Retirement Plan/
SERP3
 108,265 108,265 108,265 108,265 108,265 108,265 271,036 271,036
 
   Deferred Compensation Plan4
 — — — — — — — —
 
Other Benefits5
 — — 105,698 — — 39,349 39,349 66,349
 Total: 108,265 108,265 7,250,754 108,265 5,297,879 5,337,228 9,259,751 13,037,751
Salary/Bonus - 4,762,500 - 1,312,500 1,312,5004,762,500
Stock options - - - - -
Performance shares1
 - 5,164,241 - 5,164,241 5,164,2419,467,096
RSUs - 1,008,377 - 1,838,198 1,838,198
Pension Plans and SERP Benefits2
 249,020 249,020 249,020 249,020 249,020448,719
Other Benefits3
 - 43,043 - - 28,04343,043
Total: 249,020 11,277,181 249,020 8,563,959 8,592,002
16,559,5564
Christopher A. Chapman Salary/Bonus — — 990,000 — 330,000 330,000 330,000 990,000 
 Accelerated Long-Term Incentives:  
        Stock options — — 39,624 — 39,624 39,624 39,624 39,624
 
   Performance shares2
 — — 112,060 — 185,885 185,885 446,371 446,371
  RSUs — — 115,975 — 273,725 273,725 273,725 273,725
 Retirement Benefits:  
 
Qualified Retirement Plan/
SERP3
 355,314 240,949 355,314 — 103,242 1,082,435 355,314 355,314
 
    Deferred Compensation Plan4
 — — — — — — — —
 
Other Benefits5
 — — 31,731 — — — 16,731 16,731
 
280G Excise Tax and Gross-up6
 — — — — — — — 480,915
 Total: 355,314 240,949 1,644,704 — 932,476 1,911,669 1,461,765 2,602,680
George S. Mayes, Jr. Salary/Bonus — — 2,268,750 — 467,500 467,500 467,500 1,567,500
 Accelerated Long-Term Incentives:  
    Stock options — — 240,192 — 240,192 240,192 240,192 240,192
 
   Performance shares2
 — — 669,202 — 1,107,769 1,107,769 2,668,250 2,668,250
    RSUs — — 525,580 — 871,057 871,057 871,057 871,057
 Retirement Benefits:  
 
Qualified Retirement Plan/
SERP3
 1,175,362 237,812 1,175,362 1,175,362 1,175,362 1,175,362 1,195,162 1,195,162
 
   Deferred Compensation Plan4
 — — — — — — — —
 
Other Benefits5
 — — 42,440 — — — 13,720 23,720
 
280G Excise Tax and Gross-up6
 — — — — — — — 1,834,285
 Total: 1,175,362 237,812 4,921,526 1,175,362 3,861,880 3,861,880 5,455,881 8,400,166
Stefan Merz Salary/Bonus — — 893,750 — 243,750 243,750 243,750 893,750
 Accelerated Long-Term Incentives:  
        Stock options — — 7,522 — 7,522 7,522 7,522 7,522
 
   Performance shares2
 — — 55,583 — 169,606 169,606 507,891 507,891
  RSUs — — 102,132 — 239,778 239,778 239,778 239,778
 Retirement Benefits:  
 
Qualified Retirement Plan/
SERP3
 14,559 14,559 14,559 14,559 14,559 14,559 28,059 28,059
 
    Deferred Compensation Plan4
 — — — — — — — —
 
Other Benefits5
 — — 33,844 — — 18,844 18,844 18,844
 Total: 14,559 14,559 1,107,390 14,559 675,215 694,059 1,045,844 1,695,844
Salary/Bonus - 1,980,000 - 180,000 180,0001,980,000
Stock options - 1,659 - 1,659 1,659
Performance shares1
 - 305,282 - 305,282 305,282623,284
RSUs - 189,090 - 198,654 198,654
Pension Plans and SERP Benefits2
 
324,3795
 324,379 - 95,373 1,018,301324,379
219,9716
 
Other Benefits3
 - 41,704 - - -26,704
Total: 324,379 2,842,114 - 780,968 1,703,896
3,154,6804
219,971 
Jonathan B. Leiken 
Salary/Bonus - 1,360,000 - 160,000 160,0001,760,000
Stock options - - - - -
Performance shares1
 - 248,191 - 248,191 248,191466,726
RSUs - 23,160 - 75,797 75,797
Pension Plans and SERP Benefits2
 23,051 23,051 23,051 23,051 23,05139,571
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 - 128,000 128,0001,568,000
Stock options - - - - -
Performance shares1
 - 353,579 - 353,579 353,579618,830
RSUs - 179,852 - 128,875 128,875
Pension Plans and SERP Benefits2
 134,363 134,363 134,363 134,363 134,363180,644
Other Benefits3
 - 34,969 - - -26,625
Total: 134,363 1,910,763 134,363 744,817 744,817
2,522,9754
Sheila M. Rutt Salary/Bonus — — 880,823 — 203,267 203,267 203,267 880,823 
 Accelerated Long-Term Incentives:  
    Stock options — — 54,321 — 54,321 54,321 54,321 54,321
 
   Performance shares2
 — — 182,080 — 290,134 290,134 683,205 683,205
    RSUs — — 250,991 — 448,657 448,657 448,657 448,657
 Retirement Benefits:  
 
Qualified Retirement Plan/
SERP3
 819,435 396,957 819,435 191,139 191,139 191,139 844,764 844,764
 
   Deferred Compensation Plan4
 — — — — — — — —
 
Other Benefits5
 — — 24,688 — — — 9,688 17,302
 Total: 819,435 396,957 2,212,338 191,139 1,187,518 1,187,518 2,243,902 2,929,072

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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 91,8751,316,875
Stock options - 2,792 - 2,792 2,7922,792
Performance shares1
 - 348,718 - 348,718 348,718617,447
RSUs - 206,176 - 386,837 386,837386,837
Pension Plans and SERP Benefits2
 
817,2825
 817,282 231,200 231,200 1,627,342833,190
 
 405,3726
    
Other Benefits3
 - 25,822 - - -14,510
Total: 817,282 2,411,475 231,200 1,061,422 2,547,5643,171,651
 405,372    
1 
For this column, amounts assume a change-in-controlall outstanding performance-based awards we have assumed that the payouts of the Company effective as of December 31, 2014. The “Salary/Bonus” figure assumes the NEO's respective salary had already been paid throughout the 2014 year, and assumes the annual cash incentive bonus amount payable for 2014awards will be made at target levels, although actual amounts receivedlevels. In reality, the payouts may be higherlower or lowerhigher depending upon the actual level of performance achieved. In addition,achieved in the “Other Benefits” in this column excludes financial planning benefits for Messrs. Mattes and Mayes, and Ms. Rutt, as well as outplacement services for Mr. Mattes.future.

2 
For purposes ofThe Pension Plans and SERP Benefits amount represents the 2012 to 2014 performance period, the actual payout was 0%. For the 2013 to 2015 period and 2014 to 2015 performance periods, payout was assumed to be at target levels. With respecttotal value to the Transformation Grant (as discussed in more detail inNEO under our defined benefit and defined contribution plans, excluding the “Compensation Discussion and Analysis”),

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the payout for the applicable performance periods, where applicable, was assumed to be at target levels. In reality, the payouts may be lower or higher depending upon the actual level of performance achieved.
3
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 “"20142015 Pension and Retirement Benefits.” The values were determined as of December 31, 2014 based on accrued benefits as of December 31, 2014, the date that accruals in these plans ceased. 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. Leiken, Mattes, and MayesMerz and for Ms. Rutt, the values include the vested balance in the 401(k) Restoration SERP. For Mr. Mayes,This balance is payable when the values include his vested balance in the 401(k) SERP.participant turns age 55 or their current age if older than 55.

43 
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.”
5
“"Other Benefits”Benefits" includes, as applicable, the total value of any other contributions by us on behalf of the NEO for health and welfare benefit plans and outplacement services and vacation payouts which the NEO was eligible to receive as of December 31, 2014.2015.
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 is subject to the excise tax, but only if this results in a better net-of-tax result for the NEO. The calculations in this table do not reflect any such reduction or adjustment.

5
Payment for voluntary termination.
6 
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 executivePayment 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.termination with cause.

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REPORT OF AUDIT COMMITTEE
The Audit Committee is currently comprised of Patrick W. Allender, Chair, Roberto Artavia, Bruce L. Byrnes,Gale S. Fitzgerald, Robert S. Prather, Jr., and Alan J. Weber. Each member of the committee is independent as defined in the NYSE Listed Company Manual and SEC rules. The primary duties and responsibilities of the committee are (1) to monitor the adequacy of our financial reporting process and systems of internal controls regarding finance, accounting and legal compliance, (2) to monitor the independence and performance of our outside auditors and internal audit department, and (3) to provide an avenue of communication among the outside auditors, management, the internal audit department and the Board. The Board has adopted an Audit Committee Charter, which is available on our web site at http://www.diebold.com.
The Audit Committee has reviewed and discussed with our management and KPMG LLP, our independent registered public accounting firm, the audited financial statements contained in our Annual Report to Shareholders for the year ended December 31, 2014.2015. The Audit Committee has also discussed with our independent registered public accounting firm the matters required to be discussed pursuant to SAS No. 61 “Communications16 "Communications with Audit Committees,,” as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted" issued by the Public Company Accounting Oversight Board (United States) (PCAOB).
The Audit Committee has received and reviewed the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP its independence. The Audit Committee has also considered whether the provision of non-audit services to us by KPMG LLP is compatible with maintaining its independence.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20142015 filed with the SEC.
The foregoing report was submitted by the Audit Committee 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 Audit Committee:
Patrick W. Allender, Chair
Roberto Artavia
Bruce L. Byrnes
Robert S. Prather, Jr.
The Audit Committee:
Patrick W. Allender, Chair
Gale S. Fitzgerald
Robert S. Prather, Jr.
Alan J. Weber

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF OUR

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2015. 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 2015
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.
Audit and Non-Audit Fees
The following table shows the aggregate fees billed to us for the annual audit and the review of the interim financial statements and other services provided by KPMG LLP for fiscal 20142015 and 2013.2014.
  2014 2013
Audit Fees1
 $4,289,000 $4,694,000
Audit-Related Fees — —
Tax Fees2
 356,000 371,000
All Other Fees3
 — 30,000
Total $4,645,000 $5,095,000
  20152014 
 
Audit Fees1
$4,624,000$4,289,000 
 Audit-Related Fees—— 
 
Tax Fees2
$193,000356,000 
 
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 
“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.
3 
“All Other Fees”Fees consist of fees billed for those services not captured in the audit, audit-related and tax categories. We generally do not request such services from our independent registered public accounting firm; however,firm and did not incur fees for 2013, these fees consisted of transaction advisoryany such services for our subsidiary in Turkey performed in 2012, but invoiced in 2013, as well as limited advisory services with respect to certain restructuring activities in the United Kingdom.2015 or 2014.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Our Independent Registered Public Accounting Firm

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and non-audit services provided by the independent registered public accounting firm.
These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated pre-approval authority to Patrick W. Allender, Chair of the Audit Committee, when expedition of services is necessary, provided that Mr. Allender must report any decisions to pre-approve to the full Audit Committee at its next scheduled meeting. All of the fees included under the categories “Audit-Related"Audit-Related Fees,” “Tax Fees”" "Tax Fees" and “All"All Other Fees”Fees" above were pre-approved by the Audit Committee. None of these fees were approved by the Audit Committee after services were rendered pursuant to the de minimis exception established by the SEC.
Recommendation of the Board
The board recommends a vote FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2015.

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

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.

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 AnalysisAnalysis"” and “"Executive CompensationCompensation"” 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 2015 Annual Meeting, the next such vote will occur at our 2016 Annual Meeting of Shareholders.
“Compensation Discussion and Analysis” and “Executive Compensation” above describe our executive compensation program and the decisions and rationale of our Compensation Committee. Our executive pay program is designed to enable us to attract, retain and motivate high quality executives who will provide us with dynamic leadership and are instrumental to our success. We emphasize performance-based variable pay through a mix of base salary, annual cash bonuses and long-term incentives and seek to provide total pay that is commensurate with our performance and competitive with our peer group. Accordingly, we are asking our shareholders to vote FOR the following resolution:
“"RESOLVED, that the compensation of our named executive officers as disclosed pursuant to the compensation rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby APPROVED.”
Recommendation of the Board
The Board recommends that you approve, on an advisory basis, the Company’s named executive officer compensation by voting FOR Proposal 3."

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PROPOSAL 4: APPROVAL OF THE DIEBOLD, INCORPORATED
ANNUAL CASH BONUS PLAN
General
The Diebold, Incorporated Annual Cash Bonus Plan has afforded the Board and the Compensation Committee the ability to offer compensatory cash awards designed to reward and incent our officers and key employees in advancement of our interests and long-term strategies. In order to continue to enhance our ability to attract and retain officers and key employees, the Board revised the Plan subject to approval of our shareholders (the “Cash Bonus Plan”). A prior version of the Cash Bonus Plan was previously approved by the Company’s shareholders in 2010 and will expire at this Annual Meeting. If the new Cash Bonus Plan is not approved, cash bonus payments made by us will not qualify as “performance-based compensation” for purposes of 162(m) of the Internal Revenue Code, and we will not be able to deduct certain compensation expenses.
The Board recommends a vote for approval of the Cash Bonus Plan. Incentive bonus payments made under the Cash Bonus Plan are intended to constitute qualified “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code, as amended, and Section 1.162-27 of the Treasury Regulations promulgated thereunder. Generally, Section 162(m) prevents a company from receiving a federal income tax deduction for compensation paid to its Chief Executive Officer or certain of its most highly compensated executive officers in excess of $1.0 million for any year, unless that compensation is performance-based. One of the requirements of “performance-based compensation” for purposes of Section 162(m) is that the compensation be paid pursuant to a plan that has been approved by the company’s shareholders every five years. As in the past, the Cash Bonus Plan will require the Compensation Committee to use goals and formulas that could be verified by an independent third party to fund bonuses, without the exercise of discretion, except to reduce the amount of compensation that might otherwise be payable under the Cash Bonus Plan.
Summary of Terms
The following is a summary of the terms of the Cash Bonus Plan and is qualified in its entirety by reference to the complete text of the Cash Bonus Plan, which is set forth in Exhibit A.
Administration
The Cash Bonus Plan is administered by the Compensation Committee or any other committee appointed by the Board to administer the Cash Bonus Plan (consisting of at least two directors, each of whom must be an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code). In administering the Cash Bonus Plan, the Compensation Committee shall have full power and authority to interpret and administer the Cash Bonus Plan and shall have the exclusive right to establish Management Objectives (as defined below) and the amount of incentive bonuses payable upon achievement of such objectives.
Eligible Executive
Participation in the Cash Bonus Plan will be limited to “Eligible Executives,” which includes our Chief Executive Officer, each employee who the Compensation Committee determines is reasonably likely to be a “covered employee” within the meaning of Section 162(m) of the Internal Revenue Code and each other executive officer or other employee of Diebold or our subsidiaries designated by the Compensation Committee. At present, under the Cash Bonus Plan, there would be approximately 15 Eligible Executives, including the NEOs, participating.
Management Objectives
An Eligible Executive’s right to receive a bonus under the Cash Bonus Plan depends on achievement of certain specified performance goals, referred to as “Management Objectives.” Management Objectives may be described in terms of company-wide objectives or objectives that are related to the performance of the individual Eligible Executive or of the subsidiary, division, department or function within the company or subsidiary in which the Eligible Executive is employed. The Management Objectives are limited to specified levels of growth in, or relative peer company performance in, one or more of the following: (i)    sales, including net sales, unit sales volume, and aggregate product price; (ii) share price, including market price per share, and share price appreciation; (iii) earnings, including earnings per share, reflecting dilution of shares, gross or pre-tax profits, post-tax profits, operating profit, earnings net of or including dividends, earnings net of or including the after-tax cost of capital, earnings before (or after) interest and taxes (“EBIT”), earnings per share from continuing operations, diluted or basic, earnings before (or after) interest, taxes, depreciation and amortization (“EBITDA”), pre-tax operating earnings after interest and before incentives, service fees and extraordinary or special items, operating earnings, growth in earnings or growth in earnings per share, and total earnings; (iv) return on equity, including return on equity, return on invested capital, return or net return on assets, return on net assets, return on equity, return on gross sales, return on investment, return on capital, return on invested capital, return on committed capital, financial return ratios, value of assets, and change in assets; (v) cash flow(s), including operating cash flow, net cash flow, free cash flow, and cash flow on investment; (vi) revenue, including gross or net

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revenue, and changes in annual revenues; (vii) margins, including adjusted pre-tax margin, and operating margins; (viii) income, including net income, and consolidated net income; (ix) economic value added; (x) costs, including operating or administrative expenses, operating expenses as a percentage of revenue, expense or cost levels, reduction of losses, loss ratios or expense ratios, reduction in fixed costs, expense reduction levels, operating cost management, and cost of capital; (xi) financial ratings, including credit rating, capital expenditures, debt, debt reduction, working capital, average invested capital, and attainment of balance sheet or income statement objectives; (xii) market or category share, including market share, volume, unit sales volume, and market share or market penetration with respect to specific designated products or product groups and/or specific geographic areas; (xiii) shareholder return, including total shareholder return, shareholder return based on growth measures or the attainment of a specified share price for a specified period of time, and dividends; and (xiv) objective nonfinancial performance criteria measuring either regulatory compliance, productivity and productivity improvements, inventory turnover, average inventory turnover or inventory controls, net asset turnover, customer satisfaction based on specified objective goals or company-sponsored customer surveys, employee satisfaction based on specified objective goals or company-sponsored employee surveys, objective employee diversity goals, employee turnover, specified objective environmental goals, specified objective social goals, specified objective goals in corporate ethics and integrity, specified objective safety goals, specified objective business expansion goals or goals relating to acquisitions or divestitures, and succession plan development and implementation.

Subject to compliance with Section 162(m), the Compensation Committee may, for a Performance Period, amend or adjust the applicable Management Objective(s) or other terms and conditions relating thereto in recognition of acquisitions or divestitures; litigation or claim judgments or settlements; or reorganization and restructuring programs; or unusual, nonrecurring or one-time events affecting us or our subsidiaries, our financial statements, or changes in law or accounting principles.
Awards
Not later than the earlier of (i) 90th day of after the beginning of the Performance Period or (ii) the expiration of twenty-five percent (25%) of the Performance Period, the Compensation Committee will establish the Management Objectives for all Eligible Executives and the amount of incentive bonus payable (or formula for determining such amount) upon full achievement of the specified Management Objectives. The Compensation Committee may further specify in respect of the specified Management Objectives a minimum acceptable level of achievement below which no incentive bonus payment will be made and shall set forth a formula for determining the amount of any payment to be made if performance is at or above the minimum acceptable level but falls short of full achievement of the specified Management Objectives.

The Compensation Committee may not modify any terms of awards established (other than in connection with an Eligible Executive’s death or disability, or a change in control), except to the extent that after such modification the incentive bonus would continue to constitute qualified “performance-based compensation” for purposes of Section 162(m).

The Compensation Committee retains the discretion to reduce the amount of any incentive bonus that would be otherwise payable to an Eligible Executive (including a reduction in such amount to zero). Notwithstanding any other provision of the Cash Bonus Plan to the contrary, in no event shall the incentive bonus paid to an Eligible Executive under the Cash Bonus Plan for a year exceed $10 million.

If an Eligible Executive’s employment with us is terminated during a Performance Period by reason of his or her death or disability, or in the Compensation Committee’s discretion any other termination other than a termination for “cause,” to the extent not established by another applicable agreement, the Eligible Executive will receive a pro-rated incentive bonus.
Committee Certification
As soon as practicable after the end of the Performance Period, which is typically the fiscal year of the Company, the Compensation Committee will determine whether the Management Objective(s) have been achieved and the amount of the incentive bonus to be paid to each Eligible Executive for such Performance Period and shall certify such determinations in writing.
Amendment and Termination
The Committee may amend the Cash Bonus Plan from time to time, provided that any such amendment is subject to shareholder approval to the extent required to satisfy Section 162(m). The Committee may also terminate the Cash Bonus Plan, on a prospective basis only, at any time.
Effective Date
Subject to approval by the shareholders, the Cash Bonus Plan shall remain effective until the first annual meeting of shareholders held in the 2020 fiscal year, subject to any further shareholder approvals (or re-approvals) mandated for performance-based compensation under Section 162(m).

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Cash Bonus Plan Benefits
Since the Cash Bonus Plan affords the Compensation Committee discretion in establishing target bonuses and payouts (subject to the $10 million annual limit per person noted above), it is not possible to determine the amount of the benefits that may become payable under the Cash Bonus Plan. If the Cash Bonus Plan is not approved by shareholders, no bonuses will be paid under the Cash Bonus Plan.  The prior version of the Cash Bonus Plan will expire at this Annual Meeting, and no bonuses will be paid under that plan for fiscal years beginning on or after January 1, 2016.
Federal Tax Implications
Under present federal income tax law, a Cash Bonus Plan participant will be taxed at ordinary income rates on the amount of any payment received pursuant to the Cash Bonus Plan. Generally, and subject to the provisions of Section 162(m), the Company will receive a federal income tax deduction corresponding to the amount of income recognized by a Cash Bonus Plan participant.
Recommendation of the Board
The Board recommends a vote FOR the approval of the Diebold, Incorporated Annual Cash Bonus Plan, as revised.


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SHAREHOLDERS SHARING THE SAME ADDRESS
Some banks, brokers and other intermediaries engage in the practice of “householding”"householding" our proxy statements, annual reports and Notice of Internet Availability of Proxy Materials. This means that, if shareholders within the same household request a physical copy of our proxy statement, annual report or Notice of Internet Availability of Proxy Materials, only one copy may be sent to that household unless the shareholders specifically request to receive multiple copies. We will promptly deliver a separate copy of our Annual Report on Form 10-K for the year ended December 31, 2014,2015, this proxy statement or Notice of Internet Availability of Proxy Materials to you if you share an address subject to householding. Please contact our Corporate Secretary at 5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077 or (330) 490-4000.
Please contact your bank, broker or other intermediary if you wish to receive individual copies of our proxy materials in the future. Please contact your bank, broker or other intermediary, or our Corporate Secretary as provided above if members of your household are currently receiving individual copies and you would like to receive a single household copy for future meetings.

EXPENSES OF SOLICITATION
The cost of soliciting the proxies will be paid by us. In addition to solicitation by mail, some of our directors, officers and employees, without extra compensation, may conduct additional solicitations by telephone, facsimile and personal interviews. We may also enlist, at our own cost, the assistance of banks, bankers and brokerage houses in additional solicitations of proxies and proxy authorizations, particularly from those of their clients or customers whose shares are not registered in the clients’ or customers’ own names. Brokers, bankers, etc., will be reimbursed for out-of-pocket and reasonable clerical expenses incurred in obtaining instructions from beneficial owners of the common shares. It is estimated that the expense of such special solicitation will be nominal. In addition, Innisfree M&A Incorporated, New York, New York,Georgeson has been retained to assist in the solicitation of proxies for an estimated fee of $15,000.$10,000.

SHAREHOLDER PROPOSALS
We must receive by November 14, 201510, 2016 any proposal of a shareholder intended to be presented at our 20162017 Annual Meeting of Shareholders and to be included in our proxy, notice of meeting and proxy statement related to the 20162017 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act. Such proposals should be submitted to our Corporate Secretary at our principal executive office by certified mail, return receipt requested.
Notice of proposals of shareholders submitted outside the processes of Rule 14a-8 under the Exchange Act, including nominations of directors, which a shareholder intends to present at our 20162017 Annual Meeting, but which will not be included in our proxy, notice of meeting and proxy statement related to the 20162017 Annual Meeting, or non-Rule 14a-8 proposals, must be received by us at our principal executive office on or between December 14, 201510, 2016 and January 13, 20169, 2017 (or, if the 20162017 Annual Meeting is held more than 30 days prior to or after April 23, 2016,21, 2017, not later than the close of business on the later of the 90th day prior to the 20162017 Annual Meeting or the 10th day following the day on which public announcement of the date of the 20162017 Annual Meeting is first made), or such proposals will be considered untimely under the advance notice provisions of our code of regulations.
Non-Rule 14a-8 proposals must comply with certain provisions of our code of regulations. Our proxy related to the 20162017 Annual Meeting will give discretionary authority to the Proxy Committee to vote with respect to all non-Rule 14a-8 proposals properly brought before the 20162017 Annual Meeting.

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OTHER MATTERS
We are not aware of any matters to be presented at the 20152016 Annual Meeting other than the matters set forth herein. Should any other matters be presented for a vote of the shareholders, the proxy in the enclosed form confers discretionary voting authority upon the Proxy Committee. In accordance with the provisions of Ohio Revised Code, the Board has appointed inspectors of elections to act at the 20152016 Annual Meeting.

For information on how to obtain directions to be able to attend the 20152016 Annual Meeting and vote in person, please see the directions at the end of this proxy statement or contact our Corporate Secretary at 5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077 or (330) 490-4000.
By Order of the Board of Directors
Jonathan B. Leiken
Senior Vice President, Chief Legal Officer and Secretary
Canton, Ohio
March 11, 2015
By Order of the Board of Directors
/s/ Jonathan B. Leiken
Jonathan B. Leiken
Senior Vice President, Chief Legal Officer and Secretary
Canton, Ohio
March 10, 2016

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Directions to Courtyard Marriott

4375 Metro Circle NW, North Canton, Ohio 44720
From Akron-Canton Regional Airport
Take Interstate 77 South to the Everhard Road Exit. Turn right onto Everhard Road NW. Take the first right onto Dressler Road NW. Take the first right onto Metro Circle NW. The hotel is located on the left.
From Youngstown (East)
Take Interstate 76 West to Interstate 77 South. Proceed on Interstate 77 South to the Everhard Road Exit. Turn right onto Everhard Road NW. Take the first right onto Dressler Road NW. Take the first right onto Metro Circle NW. The hotel is located on the left.
From Cleveland Hopkins International Airport
Take Route 71 South to the Ohio Turnpike (80 East). Proceed on the Ohio Turnpike to Exit 180 (Route 8 South). Continue on Route 8 South to Interstate 77 South. Proceed on Interstate 77 South to the Everhard Road Exit. Turn right onto Everhard Road NW. Take the first right onto Dressler Road NW. Take the first right onto Metro Circle NW. The hotel is located on the left.
From Columbus (West)
Take Interstate 71 North to Interstate 76/224 East. Continue for approximately 20 miles to Interstate 77 South. Proceed on Interstate 77 South to the Everhard Road Exit. Turn right onto Everhard Road NW. Take the first right onto Dressler Road NW. Take the first right onto Metro Circle NW. The hotel is located on the left.


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61

VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
DIEBOLD, INCORPORATED
5995 MAYFAIR ROAD
PO. BOX 3077
NORTH CANTON, OH 44720-8077
Electronic Delivery of Future PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
 
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
 
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDS
 DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DATED
 
For
All
Withhold
All
For All
Except
To withhold authority to vote for any individual nominee(s), mark “For"For All Except”Except" and write the number(s) of the nominee(s) on the line below.
The Board of Directors recommends you vote FOR each of the following nominees:    
 oooo 
1.  Election of Directors
    
Nominees    
01 Patrick W. Allender02 Phillip R. Cox03 Richard L. Crandall04 Gale S. Fitzgerald05 Gary G. Greenfield 
06 Andreas W. Mattes07 Robert S. Prather, Jr.08 Rajesh K. Soin09 Henry D. G. Wallace10 Alan J. Weber 
    
The Board of Directors recommends you vote FOR proposals 2 3, and 4.3.ForAgainstAbstain
2.To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2015;2016;
ooo
3.To approve, on an advisory basis, named executive officer compensation.
ooo
4.   To approve the Diebold, Incorporated Annual Cash Bonus Plan.
  ooo
NOTE: The Common Shares represented by this proxy will be voted by the Proxy Committee, as recommended by the Board of Directors, unless otherwise specified.
The Board of Directors recommends a vote FOR"FOR" these items.
   
 
Please sign exactly as your name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such.
 
 
Signature [PLEASE(PLEASE SIGN WITHIN BOX]BOX)Date Date








PLEASE VOTE TODAY


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PLEASE VOTE TODAY

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PLEASE VOTE TODAY
SEE REVERSE SIDE
FOR THREE EASY WAYS TO VOTE!







Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:  The Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com.www.proxyvote.com.




DIEBOLD, INCORPORATED
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Andreas W. Mattes and Christopher A. Chapman, and each of them, as the Proxy Committee, with full power of substitution, to represent and to vote all the Common Shares of Diebold, Incorporated held of record by the undersigned on February 27, 2015,26, 2016, at the annual meeting of shareholders, which will be held at the Courtyard Marriott, 4375 Metro Circle NW, North Canton, Ohio 44720 (directions available in the proxy statement) on April 23, 201521, 2016 at 11:30 a.m. EDT, or at any adjournment or postponement thereof, as indicated on the reverse side. This card also constitutes your voting instructions for any and all shares held of record by Wells Fargo Bank, N.A. for the account in the Dividend Reinvestment Plan.
This proxy covers all shares for which the undersigned has the right to give voting instructions to Bank of America Merrill Lynch, Trustee of the DIEBOLD, INCORPORATED 401(K) SAVINGS PLAN #610146 and the DIEBOLD, INCORPORATED 401(K) SAVINGS PLAN FOR PUERTO RICO ASSOCIATES #610147. This proxy, when properly executed, will be voted as directed. If no direction is given to the Trustee by 5:30 p.m. EDT on April 22, 201519, 2016 the Trustee will vote your shares held in the Plans.
You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. The Proxy Committee cannot vote the shares unless you sign and return this Card. In its discretion, the Proxy Committee is authorized to vote upon such other business as may properly come before the meeting.
Continued and to be signed on reverse side



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