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1.	To elect twelve directors;

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

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

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

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

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1	Messrs. Artavia and Prather were each elected to the Board at the 2013 Annual Meeting of Shareholders and were each appointed to the Audit Committee effective as of April 25, 2013.

2

From January 19, 2013 until August 15, 2013, Mr. Wallace served as our Executive Chairman of the Board and, accordingly, was not deemed independent and did not serve on any standing committees, but did serve as Chair of the Special Committee. As of August 15, 2013, he regained his independence and, accordingly, effective as of October 3, 2013, was appointed to the Board Governance and Compensation Committees.

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

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

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

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

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

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

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

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

•	Audit Committee – auditchair@diebold.com

•	Board Governance Committee – bdgovchair@diebold.com

•	Compensation Committee – compchair@diebold.com

•	Directors – nonmanagementdirectors@diebold.com

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

2

This column represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718 for deferred shares granted to our non-employee directors in 2013, as further described above. Each director received 4,200 deferred shares as of April 24, 2013, with a closing price of our common shares on that date of $29.73. Furthermore, Mr. Crandall received an additional 750 deferred shares, with a fair value of $22,297, and Messrs. Cox and Soin each received an additional 400 shares, with a fair value of $11,892, for their participation on the CEO Search Committee. The actual value a director may realize will depend on the stock price on the date the deferral period ends. As of December 31, 2013, the aggregate number of deferred shares held by our current directors was: Mr. Allender, 10,150; Mr. Artavia, 4,200; Mr. Byrnes, 12,950; Mr. Cox, 20,550; Mr. Crandall, 20,900; Ms. Fitzgerald, 20,150; Mr. Prather, 4,200; Mr. Soin, 7,450; Mr. Wallace, 22,250; and Mr. Weber, 20,150. Also, as of December 31, 2013, Mr. Cheng held 3,100 fully-vested deferred shares that had not yet been released. In addition, as of December 31, 2013, the aggregate number of common shares issuable pursuant to options outstanding held by current directors was: Mr. Cox, 9,000; Mr. Crandall, 13,500; Ms. Fitzgerald, 13,500; Mr. Lauer, 13,500; Mr. Wallace, 13,500; and Mr. Weber, 9,000.

3	This column represents dividend equivalents on deferred shares.

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

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

•	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;

•	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.

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•	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;

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

•	the candidate possesses the qualifications that are generally the basis for selection of candidates to the Board; and

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

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1	The Schedule 13G filed with the SEC on February 3, 2014 indicates that, as of December 31, 2013, State Street Corporation, a holding company, had shared voting and dispositive power with respect to 7,106,415 shares through its direct or indirect subsidiaries.

2

The Schedule 13D/A filed with the SEC on January 16, 2014 indicates that, as of January 14, 2014: (A) Gabelli Funds, LLC had sole voting and dispositive power with respect to 1,708,900 common shares; (B) GAMCO Asset Management Inc. had sole voting power with respect to 4,248,641 common shares and sole dispositive power with respect to 4,467,741 common shares; (C) MJG Associates, Inc. had sole voting and dispositive power with respect to 8,000 common shares; (D) MJG - IV Limited Partnership had sole voting and dispositive power with respect to 5,000 common shares; (E) Gabelli Foundation, Inc. had sole voting and dispositive power with respect to 5,000 common shares; (F) GGCP, Inc. had sole voting and dispositive power with respect to 35,000 common shares; (G) Mario J. Gabelli had sole voting and dispositive power with respect to 86,403 common shares; (H) GAMCO Investors, Inc. had sole voting and dispositive power with respect to 80 common shares; and (I) Gambelli Securities, Inc. had sole voting and dispositive power of 1,000 common shares. Mario 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 Gabelli and the Gabelli Foundation, Inc.

3	The Schedule 13G filed with the SEC on February 14, 2014 indicates that, as of December 31, 2012, Michael W. Cook Asset Management, Inc. had sole voting power over 4,168,330 common shares and sole dispositive power over 4,438,295 common shares.

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

5	The Schedule 13G/A filed with the SEC on February 12, 2014 indicates that, as of December 31, 2013, The Vanguard Group had sole voting power over 40,333 common shares, sole dispositive power over 3,386,954 common shares, and shared dispositive power over 35,233 common shares.

6	The Schedule 13G filed with the SEC on January 27, 2014 indicates that, as of December 31, 2013, Wells Fargo & Company on its own behalf and on behalf of its subsidiaries had sole voting and dispositive power over one common share, shared voting power over 2,924,917 common shares and shared dispositive power over 3,305,945 common shares.

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*	Less than 1%.

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

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

4	Mr. Mayes was our Executive Vice President, Global Operations during 2012. Effective as of January 19, 2013, he became our Executive Vice President and Chief Operating Officer.

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

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

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

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

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

10	Includes shares held in his name under the 401(k) Savings Plan over which he has voting power.

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

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

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

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

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

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

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

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

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

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

•	Reduce our cost structure and improve our near-term delivery and execution;

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

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

•	Return to a sustainable, profitable growth trajectory.

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

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

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

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

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

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

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

•

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

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

•

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

▪	Direct competitors for business and management talent;

▪	Companies covered by the investment analysts that track Diebold;

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

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

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▪	Performance shares:    50%

▪	Stock options:        30%

▪	RSUs:            20%

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•	Annual incentive plan design: Alignment of goals with our transformation/turnaround objectives, consistent both vertically and horizontally across the organization;

•	Long-term incentive plan design: Our current programs will be examined to make sure they encourage the appropriate behaviors and reward the achievement needed to transform the Company successfully;

•	Retention value of outstanding equity awards: The retentive value of our outstanding stock options, RSUs, and performance shares is low and, in some cases, hindering our ability to attract, motivate, and retain key talent;

•	Transformation equity grant: Management and the Committee discussed the merits of a special equity grant to drive financial performance, enhance the retentive value of our equity structure, and support our transformation/turnaround efforts.  A one-time equity grant was approved by the Committee at its December 2013 meeting and made effective in January 2014; and

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•	Shareholder outreach: During 2014, management intends to reach out to shareholders to discuss our 2014 compensation structure.

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

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

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▪	A complete annual physical exam (assessment of overall health, screening and risk reviews for chronic diseases, exercise and dietary analysis, and other specialty consultations), which helps protect in small measure the investment we make in these key individuals; and

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

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

▪	One year of continued participation in our employee retirement income, health and welfare benefit plans, including perquisites; and

▪	One year of additional service for determining the executives’ non-qualified retirement benefits in the 401(k) Restoration SERP, to the extent applicable.

▪	Severance of two times salary and target bonus for the CEO, and one and a half times salary and target bonus for the other NEOs, as well as a pro-rated bonus payment in the year of termination, based on actual performance;

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▪	Two years of continued participation in our employee health and welfare benefit plans for our CEO, and one and one-half years of continued participation for the other NEOs (excluding perquisites and any qualified or non-qualified pension or 401(k) plans);

▪	Vesting of all outstanding unvested options, which shall remain exercisable for three months; and

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

▪	Professional outplacement services for a limited time period.

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•	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.

•	Any activity that results in a termination for cause, including gross neglect and any act of dishonesty constituting a felony.

•	CEO:                    5x salary

•	CEO direct reports:            3x salary

•	Other performance share participants:    1.5x salary

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

2

For 2013, this column represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, for performance shares and RSUs (and, for Mr. Mattes, his unrestricted shares grant, and, for Mr. Wallace, his director deferred shares) awarded to the NEOs in 2013. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For the performance shares, such amounts are calculated based on the probable outcome of the relevant performance conditions as of the grant date using a Monte Carlo simulation model. For more information regarding 2013 awards, including the assumptions used in calculating the fair value of performance shares, see the “2013 Grants of Plan-Based Awards Table” below. The maximum number of performance shares that may be earned is also reflected below under the “2013 Grants of Plan-Based Awards Table,” the grant date fair value of which would be: for Mr. Mattes, $2,159,024; for Mr. Chapman, $186,094; for Mr. Mayes $1,095,282; for Mr. Byerly $271,036; for Mr. Richardson, $768,160; for Mr. Hunter, $186,094; and for Mr. Mateo, $211,630. Messrs. Deering, Wallace and Swidarski did not receive performance shares in 2013. The specific terms of the director deferred shares are discussed in more detail under "Compensation of Directors" above, and the specific terms of the performance shares and RSUs (and Mr. Mattes' grant of unrestricted shares) are discussed in more detail in “Compensation Discussion and Analysis” above. 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.

3

For 2013, this column represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, for options awarded to the NEOs in 2013. For more information regarding 2013 grants, see the “2013 Grants of Plan-Based Awards 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 3 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2013. The specific terms of the stock options are discussed in more detail above under “Compensation Discussion and Analysis.” These amounts reflect the grant date fair value for these awards, and do not necessarily correspond to the actual value that will be realized by the NEOs.

4

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

5

For 2013, these amounts shown are the difference (to the extent positive) between the actuarial present value of pension benefits as of December 31, 2013 based on a 5.09% discount rate and the RP-2000 Combined Healthy Mortality Table with mortality improvement to December 31, 2013 based on Scale AA and the actuarial present value of pension benefits as of December 31, 2012 based on a 4.21% discount rate and the RP-2000 Combined Healthy Mortality Table with mortality improvement to December 31, 2012 based on Scale AA. Further, the values were determined assuming the probability is nil that the NEO will terminate, retire, die or become disabled before normal retirement date. There was no above-market or preferential interest earned by any NEO in 2013 on non-qualified deferred compensation. The actual changes in actuarial present values for Messrs. Chapman, Swidarski and Hunter were losses of $23,407, $1,305,939 and $29,581, respectively. The benefit values for Mr. Swidarski reflects his participation in the Qualified Retirement Plan, Pension SERP and Pension Restoration SERP based upon 16 years of service, as discussed further in “2013 Pension and Retirement Benefits” below. The decreases in pension values for Messrs. Chapman, Swidarski and Hunter are attributable to the recognition of the actual form of payments elected in the Pension Restoration SERP and due to the increase in the interest rate used to value the liabilities. The increases in pension values shown above for Messrs. Deering and Mateo are attributable to the enhanced benefits available to them as part of the VERP and due to their election to receive the value of their Qualified Retirement Plan benefits as lump sums.

6

For 2013, the amounts reported for “All Other Compensation” consist of amounts provided to the NEOs as outlined in the table below, with respect to (a) the use of a car or cash in lieu thereof (which was discontinued as of March 2013), (b) club memberships for Mr. Swidarski, (c) amounts contributed for the executive by us under our 401(k) plan and any non-qualified defined contribution plan, including taxes attributable to such non-qualified defined contribution plan, for which the executive is a participant, (d) financial planning services/tax assistance, (e) dividend equivalents paid on unvested RSUs or for Mr. Wallace on director deferred shares, (f) severance related payments, and (g) other.

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7	Mr. Mattes was appointed President and Chief Executive Officer, and Director, as of June 6, 2013, and he officially assumed the principal executive officer role effective as of August 15, 2013.

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

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

10

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

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

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

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

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

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1

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

2

These columns present information about performance shares awarded during 2013 pursuant to the 1991 Plan. The performance measures will be calculated over the three-year period beginning on January 1, 2013 and ending on December 31, 2015. No amount is payable unless the threshold performance is exceeded. The maximum award amount, which can be up to 200% of the target amount, will be earned only if we achieve maximum performance. For a more detailed description of the performance shares and the related performance measures, see above under “Compensation Discussion and Analysis.”

3

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

4	All stock option grants were new and not granted in connection with an option re-pricing transaction, and the terms of the stock options were not materially modified in 2013. For a more detailed description of the stock options, see above under “Compensation Discussion and Analysis.”

5

For performance shares, the fair value of $29.15 per share as of the grant date was calculated using a Monte Carlo simulation model, and such values reflect the total amount that we would expect to expense in our financial statements over the awards’ three-year performance period, based on the probable outcome of the performance conditions, excluding the effect of estimated forfeitures, in accordance with FASB ASC Topic 718. The assumptions used in calculating the fair value of these performance shares were as follows: (a) an expected performance period of three years; (b) a risk-free interest rate of 0.4%, which is the interest rate for a zero-coupon U.S. government bond, with a maturity of three years; (c) volatility of 30.6%, calculated using the daily ending stock price for the equivalent period to the expected term prior to grant date; and (d) a dividend yield of 3.85% as of the grant date. For RSUs, the fair value is calculated

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1	All stock options outstanding at the 2013 fiscal year-end except 2013 grants vest ratably over a four-year period beginning on the first anniversary of the date of grant. 2013 stock option grants 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 (or deferred shares for Mr. Wallace) that had not yet vested as of December 31, 2013. The RSUs included in this column have a three-year cliff vest. The deferred shares vest one year from the date of grant, but receipt is deferred until the latest of (1) three years from the date of grant, (2) Mr. Wallace’s retirement from the Board or (3) Mr. Wallace’s attainment of the age of 65.

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

4	These columns report the performance shares granted to the NEOs for the 2011-2013, 2012-2014 and 2013-2015 performance periods, as applicable. For all three performance periods, the current performance as of December 31, 2013 was below threshold, so the awards are reported at the threshold level for these periods.

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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 and performance shares by multiplying the number of shares of stock or units, as applicable, by the market value of the underlying securities on the vesting date. The number of shares actually received upon vesting may be less than the number shown, due to shares being withheld for the payment of applicable taxes.

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

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

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

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•	0.8% of final average compensation up to the Covered Compensation level; plus

•	1.25% of final average compensation in excess of the Covered Compensation level;

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

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•	An interest rate of 5.09%, the FASB ASC 715 discount rate as of December 31, 2013;

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

•	A probability of 100% that benefits are paid as annuities; and

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

1	These amounts are included in the "Salary" column of the "2013 Summary Compensation Table" for Mr. Mateo and in the "All Other Compensation" column of the "2013 Summary Compensation Table" for Mr. Wallace.

2	This amount represents aggregate earnings (or losses) on cash deferrals, as well as dividends on deferred common shares. This amount is not reflected above in the “2013 Summary Compensation Table” as it is not considered preferential or above-market earnings on deferred compensation.

3

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

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

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

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

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

5	This column reflects the balance of all contributions and the aggregate earnings (or losses) on such contributions. No portion of this amount is reflected in the “All Other Compensation” column or the “Salary” column of the “2013 Summary Compensation Table” except current-year Registrant Contributions and Executive Contributions, respectively.

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•	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;

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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 other action or inaction by us that constitutes a material breach of the terms and conditions of the Severance Policy.

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

•	A pro-rata award under our Annual Cash Bonus Plan, based upon the time employed in the year of termination, to the extent such awards are otherwise earned (and, under Mr. Mattes’ employment agreement, assuming individual performance at target levels), payable when such awards are generally paid to others;

•	Continued participation in all of our employee health and welfare benefit plans for a period of one and one-half years (for Mr. Swidarski and Mr. Mattes, two years), or the date he or she receives equivalent coverage from a subsequent employer;

•	All outstanding unvested options immediately vest and generally remain exercisable for a period of three months following the date of termination (pursuant to Mr. Swidarski’s employment agreement, his options remain exercisable for 2 years following separation of employment);

•	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 share earnouts, based upon the time employed in the year of termination relative to the performance period, to the extent such awards are earned, payable when such awards are generally paid to others;

•	A Qualified Retirement Plan benefit using the plan provisions as described in “2013 Pension and Retirement Benefits” above; and

•	Professional outplacement services for up to two years.

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

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•	All outstanding RSUs vest pro-rata based upon the time employed in the year of termination relative to the deferral period of the RSUs, if the sum of the NEO’s age and years of continuous employment equals or exceeds 70; and

•	Pro-rata performance share earnouts, as described above.

•	A pro-rata target award under our Annual Cash Bonus Plan based upon the time employed in the year of termination;

•	All outstanding options will remain exercisable for one year (or the earlier scheduled expiration of the awards);

•	Pro-rata performance share earnouts, 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) continued participation in all of our employee health and welfare benefit plans for a period of two years or the date he receives equivalent coverage from a subsequent employer.

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•	Unpaid base salary and accrued vacation pay and unreimbursed business expenses;

•	A lump sum payment equal to two times base salary as in effect on the date of termination (for Messrs. Mattes and Byerly, two times base salary and target bonus opportunity under our Annual Cash Bonus Plan in the year of termination); and

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Continued participation in all of our employee retirement income, 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, with such benefits period being considered service for purposes of service credits under any of our qualified or non-qualified retirement plans (except that the continued service credit under any qualified plan shall be paid for by us).

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

•	All outstanding RSUs immediately vest and become nonforfeitable; and

•	Unearned performance shares become nonforfeitable at 100% of target.

•	A pro-rata award under our Annual Cash Bonus Plan, based upon the time employed in the year of termination, to the extent such awards are otherwise earned and assuming individual performance at target levels, payable when such awards are generally paid to others; and

•	Professional outplacement services for up to two years.

•	We are merged, consolidated or reorganized with another company, and as a result, less than a majority of the combined voting power of the then-outstanding securities is held by our shareholders of record immediately prior to such transaction;

•	We sell or otherwise transfer all or substantially all of our assets, and as a result, less than a majority of the combined voting power of the then-outstanding securities is held by our shareholders of record immediately prior to such transaction;

•	There is a report filed with the SEC disclosing that any person or entity has become the beneficial owner of 20% or more of the combined voting power of our then-outstanding securities (except that for equity compensation agreements entered into after September 2009, the applicable beneficial ownership threshold is 30%);

•	We file a current report 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

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•	If, during any period of two consecutive years, directors at the beginning of such period cease to constitute at least a majority of the board, unless the election or nomination for election of each director first elected during the period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

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

•	A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position held by the executive, or a reduction in his aggregate compensation or employee benefit plans;

•	A good faith determination by the executive that the change-in-control has rendered him or her substantially unable to carry out or has substantially hindered his or her ability to perform any of the authorities, powers, functions, responsibilities or duties attached to the position he or she held prior to the change-in-control;

•	We liquidate, dissolve, merge, consolidate or reorganize or transfer all or a significant portion of our business or assets, unless the successor has assumed all duties and obligations of the change-in-control agreements; or

•	We relocate and require the executive to change his or her principal location of work to any location which is in excess of 25 miles from his or her previous location of work, or requires the executive to travel significantly more than was previously required.

•	Changes to Mr. Mattes’ title or material job duties resulting in a material diminution of his authority, duties, or responsibilities;

•	Material reduction in Mr. Mattes’ base salary rate or target annual cash bonus opportunity;

•	A requirement that Mr. Mattes move his principal job location more than 50 miles from our North Canton, Ohio corporate headquarters;

•	Mr. Mattes is removed by the Board of its own volition as a director;

•	Failure to obtain in writing the agreement of any of our successors (or purchaser of all or substantially all of our assets) to perform or be bound by the terms of Mr. Mattes’ employment agreement; or

•	Any other action or inaction by us that constitutes a material breach by us of Mr. Mattes’ employment agreement.

•	A Qualified Retirement Plan benefit determined using the plan provisions as described in “2013 Pension and Retirement Benefits” above;

•	A Pension SERP benefit based on the formula applicable for normal retirement;

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

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

•	A 401(k) Restoration SERP benefit with the extra year of service based upon the 401(k) Plan formula effective for 2013; and

•	A 401(k) SERP benefit.

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1	For purposes of the 2011 to 2013 performance period, the actual payout was 0%. For the 2012 to 2014 and 2013 to 2015 performance periods, payout was assumed to be at target levels. In reality, the payouts may be lower or higher depending upon the actual level of performance achieved.

2

The assumptions used to calculate the value of the Qualified Retirement Plan, Pension SERP and Pension Restoration SERP benefits are consistent with those used to calculate the values above under “2013 Pension and Retirement Benefits.” Further, the NEOs are assumed to have terminated employment on December 31, 2013 and received the value of their benefits assuming payment begins at normal retirement or immediately, if eligible, at December 31, 2013. The values were determined as of December 31, 2013 based on compensation and service as of that date. In addition, these values represent total values to the NEO under the given termination scenario. Retirement eligibility is age 50 with 70 points under the Qualified Pension, the Pension SERP and Pension Restoration SERP. The amounts shown above exclude the Qualified 401(k) Plan information. For Messrs. Deering and Mateo, the values shown reflect the lump sum payment received under the Qualified Retirement Plan. For Messrs. Hunter, Mateo, Mattes, Mayes, and Richardson, the values include the vested balance in the 401(k) Restoration SERP. Mr. Mayes is vested in the 401(k) SERP. Mr. Richardson forfeited his balance in the 401(k) SERP as a result of his termination prior to being vested.

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

4

“Other Benefits” includes, as applicable, the total value of any other contributions by us on behalf of the NEO for retirement income, health and welfare benefit plans, including vacation payouts which the NEO was eligible to receive as of December 31, 2013. For Mr. Hunter, "Other Benefits" includes payment of attorney fees related to his separation agreement, as noted in the “Summary Compensation Table” above.

5

Upon a change-in-control of the company, certain of the executive may be subject to excise taxes pursuant to Section 280G of the Internal Revenue Code. We have agreed to reimburse the executive 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.

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

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

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

3	“Tax Fees” 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.

4

“All Other 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, for 2013, these fees consisted of transaction advisory 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.

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•	Outstanding full-value awards (performance shares and RSUs) assuming that the outstanding awards achieve maximum performance: 2,042,271 shares (3.18 percent of our outstanding shares);

•	Outstanding stock options: 1,915,941 shares (2.98 percent of our outstanding shares) (our outstanding stock options have a weighted average exercise price of $39.63 and an average remaining term of four years);

•	Total shares subject to outstanding awards, as described above (full-value awards and stock options): 3,958,212 shares (6.15 percent of our outstanding shares);

•	Total shares available for future awards under the 1991 Plan: 1,316,686 shares (2.04 percent of our outstanding shares);

•	The total number of shares subject to outstanding awards (3,958,212 shares), plus the total number of shares available for future awards under the 1991 Plan (1,316,686 shares), represents a current overhang percentage of 8.20 percent (in other words, the potential straight dilution of our stockholders represented by the 1991 Plan);

•	Proposed additional shares available for future issuance under the Amended and Restated Plan: 3,831,252 shares (5.95 percent of our outstanding shares - this percentage reflects the simple dilution of our stockholders that would occur if the Amended and Restated Plan is approved); and

•

The total shares subject to outstanding awards as of February 28, 2014 (3,958,212), plus the total shares available for future awards under the 1991 Plan as of that date (1,316,686), plus the proposed additional shares available for future issuance under the Amended and Restated Plan (3,831,252), represent a total fully-diluted overhang of 9,106,150 shares (14.16 percent) under the Amended and Restated Plan.

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(1)	sales, including (i) net sales, (ii) unit sales volume and (iii) aggregate product price;

(2)	share price, including (i) market price per share, and (ii) share price appreciation;

(3)

earnings, including (i) earnings per share, reflecting dilution of shares, (ii) gross or pre-tax profits, (iii) post-tax profits, (iv) operating profit, (v) earnings net of or including dividends, (vi) earnings net of or including the after-tax cost of capital, (vii) earnings before (or after) interest and taxes, (viii) earnings per share from continuing operations, diluted or basic, (ix) earnings before (or after) interest, taxes, depreciation and amortization, (x) pre-tax operating earnings after interest and before incentives, service fees and extraordinary or special items, (xi) operating earnings, (xii) growth in earnings or growth in earnings per share, and (xiii) total earnings;

(4)	Return on equity, including (i) return on equity, (ii) return on invested capital, (iii) return or net return on assets, (iv) return on net assets, (v) return on equity, (vi) return on gross sales, (vii) return on investment, (viii) return on capital, (ix) return on invested capital, (x) return on committed capital, (xi) financial return ratios, (xii) value of assets, and (xiii) change in assets;

(5)	cash flow(s), including (i) operating cash flow, (ii) net cash flow, (iii) free cash flow, and (iv) cash flow on investment;

(6)	revenue, including (i) gross or net revenue, and (ii) changes in annual revenues;

(7)	margins, including (i) adjusted pre-tax margin, and (ii) operating margins;

(8)	income, including (i) net income, and (ii) consolidated net income;

(9)	economic value added;

(10)	costs, including (i) operating or administrative expenses, (ii) operating expenses as a percentage of revenue, (iii) expense or cost levels, (iv) reduction of losses, loss ratios or expense ratios, (v) reduction in fixed costs, (vi) expense reduction levels, (vii) operating cost management, and (viii) cost of capital;

(11)	financial ratings, including (i) credit rating, (ii) capital expenditures, (iii) debt, (iv) debt reduction, (v) working capital, (vi) average invested capital, and (vii) attainment of balance sheet or income statement objectives;

(12)	market or category share, including (i) market share, (ii) volume, (iii) unit sales volume, and (iv) market share or market penetration with respect to specific designated products or product groups and/or specific geographic areas;

(13)	shareholder return, including (i) total shareholder return, (ii) stockholder return based on growth measures or the attainment of a specified share price for a specified period of time, and (iii) dividends; and

(14)

objective non-financial performance criteria measuring either (i) regulatory compliance, (ii) productivity and productivity improvements, (iii) inventory turnover, average inventory turnover or inventory controls, (iv) net asset turnover, (v) customer satisfaction based on specified objective goals or company-sponsored customer surveys, (vi) employee satisfaction based on specified objective goals or company-sponsored employee surveys, (vii) objective employee diversity goals, (viii) employee turnover, (ix) specified objective environmental goals, (x) specified objective social goals, (xi) specified objective goals in corporate ethics and integrity, (xii) specified objective safety goals, (xiii) specified objective business expansion goals or goals relating to acquisitions or divestitures, and (xiv) succession plan development and implementation.

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(i)	Any amount actually paid therefor by the participant pursuant to this plan, and

(ii)	The market value per share of the common shares on the date of such acquisition.

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