DIEBOLD NIXDORF, Inc — Director's Dealing 2010

Feb 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIEBOLD INC (DBD)
CIK: 0000028823
Period of Report: 2010-02-11

Reporting Person: Mayes George S JR (EVP, Global Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-11	Common Stock	A	2500	—	Acquired	12874	Direct
2010-02-11	Common Stock	A	5000	—	Acquired	17874	Direct
2010-02-11	Common Stock	A	2750	$27.88	Acquired	20624	Direct
2010-02-11	Common Stock	F	1154	$27.88	Disposed	19470	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-11	Non-qualified Stock Option	$27.88	A	15000	Acquired	2020-02-10	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5993	Indirect
Common Stock	943	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-qualified Stock Option	$55.23	2015-02-09	Common Stock (3000)	3000	Direct
Non-qualified Stock Option	$39.43	2016-02-19	Common Stock (8000)	8000	Direct
Non-qualified Stock Option	$47.27	2017-02-13	Common Stock (9500)	9500	Direct
Non-qualified Stock Option	$25.53	2018-02-12	Common Stock (10000)	10000	Direct
Non-qualified Stock Option	$24.79	2019-02-10	Common Stock (15000)	15000	Direct

Footnotes

F1: Number of 401(k) shares owned as of most current statement; fractional shares omitted.

F2: Number of shares acquired under the Diebold, Incorporated Employee Stock Purchase Plan

F3: Award of restricted stock units; each restricted stock unit represents a contingent right to receive one share of Diebold, Incorporated common stock.

F4: Award of restricted stock units; each restricted stock unit represents a contingent right to receive one share of Diebold, Incorporated common stock. This award includes performance targets: 50% vest when stock trades for 20 consecutive trading days at $45/share or greater and 50% when stock trades at $55/share for 20 consecutive trading days.

F5: Reflects delivery of performance shares earned for performance period 2007-2009 under the Equity and Performance Incentive Plan, as amended, and withholding of shares pursuant to tax withholding right.

F6: Number includes restricted stock units

F7: Granted under the 1991 Equity and Performance Incentive Plan; option is generally exercisable in annual increments of 25% beginning one year from date of grant.