1 Exhibit 4.1 ----------- RIGHTS AGREEMENT Dated as of February 11, 1999 By and Between DIEBOLD, INCORPORATEDRights Agreement • February 2nd, 1999 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
RECITALSLoan Agreement • August 4th, 2004 • Diebold Inc • Calculating & accounting machines (no electronic computers)
RECITALSLoan Agreement • March 18th, 2002 • Diebold Inc • Calculating & accounting machines (no electronic computers)
EXHIBIT 10.1 [No. 11, Std. U.S. & Intl. 2004] NONQUALIFIED STOCK OPTION AGREEMENT DATE OF GRANT: _______________ WHEREAS, _________________ (hereinafter called the "Optionee") is a key associate of Diebold, Incorporated (hereinafter called the...Nonqualified Stock Option Agreement • February 16th, 2005 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
1 Exhibit 10.15 EMPLOYMENT AGREEMENT AGREEMENT, made and entered into as of the Effective Date by and between Diebold, Incorporated, an Ohio corporation (together with its successors and assigns permitted under this Agreement, the "Company"), and Mr....Employment Agreement • March 6th, 2000 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
RECITALSLoan Agreement • May 3rd, 2005 • Diebold Inc • Calculating & accounting machines (no electronic computers)
1 EXHIBIT 10.13(ii) SECTION 162(m) DEFERRED COMPENSATION AGREEMENT (as amended and restated January 29, 1998) THIS AGREEMENT dated as of April 9, 1998 between Diebold, Incorporated, an Ohio corporation (the "Company"), and _______ ("Executive") amends...Compensation Agreement • April 30th, 1998 • Diebold Inc • Calculating & accounting machines (no electronic computers)
1 EXHIBIT 10.13 DEFERRED COMPENSATION AGREEMENT AGREEMENT dated as of ____________________ between Diebold, Incorporated, an Ohio corporation (the "Company"), and ______________________________ ("Executive"). The Omnibus Budget Reconciliation Act of...Deferred Compensation Agreement • March 7th, 1997 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 19th, 2016 • Diebold Inc • Calculating & accounting machines (no electronic computers) • New York
This REGISTRATION RIGHTS AGREEMENT dated April 19, 2016 (this “Agreement”) is entered into by and among Diebold, Incorporated, an Ohio corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, PNC Capital Markets LLC, Mitsubishi UFJ Securities (USA) Inc., U.S. Bancorp Investments, Inc., HSBC Securities (USA) Inc., Scotia Capital (USA) Inc. and Fifth Third Securities, Inc. (collectively, the “Initial Purchasers”).
BACKGROUNDTransfer and Administration Agreement • May 15th, 2001 • Diebold Inc • Calculating & accounting machines (no electronic computers) • New York
AMONGAgreement and Plan of Merger • October 26th, 1995 • Diebold Inc • Calculating & accounting machines (no electronic computers) • New York
EXHIBIT 10.2 RESTRICTED SHARE AGREEMENT DATE OF GRANT: ________________ WHEREAS, ______________ (hereinafter called the "Grantee") is a key associate of Diebold, Incorporated (hereinafter called the "Corporation"); and WHEREAS, the execution of a...Restricted Share Agreement • February 16th, 2005 • Diebold Inc • Calculating & accounting machines (no electronic computers)
PERFORMANCE PERIOD 2003-2005 [DIEBOLD LOGO] PERFORMANCE SHARE AGREEMENT WHEREAS, _____________ (hereinafter called the "Grantee") is a key associate of Diebold, Incorporated (hereinafter called the "Corporation"); and WHEREAS, the Board of Directors...Performance Share Agreement • February 16th, 2005 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
EXHIBIT 10.18 (iv) February 12, 2004 Mr. Robert W. Mahoney Diebold, Incorporated 3800 TABS Drive Uniontown, Ohio 44685 Dear Bob: This will confirm our recent conversation regarding your consulting services. Effective January 1, 2004, Diebold,...Diebold Inc • May 7th, 2004 • Calculating & accounting machines (no electronic computers)
WITNESSETH: -----------Separation Agreement • March 6th, 2000 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
SHAREHOLDER TENDER AGREEMENTShareholder Tender Agreement • October 26th, 1995 • Diebold Inc • Calculating & accounting machines (no electronic computers) • New York
EIGHTH AMENDMENTCredit Agreement • May 5th, 2020 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • New York
EIGHTH AMENDMENT, dated as of February 27, 2020 (this “Amendment”), among Diebold Nixdorf, Incorporated (f/k/a Diebold, Incorporated), an Ohio corporation (“Company”), the other Subsidiary Borrowers party hereto, the Guarantors party hereto, the Lenders party hereto, and JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein but not otherwise defined have the meanings assigned to such terms in the Credit Agreement (as hereinafter defined).
DIEBOLD NIXDORF, INCORPORATED, as the Company CREDIT AGREEMENT dated as of August 11, 2023 GLAS USA LLC, as Administrative Agent, and GLAS AMERICAS LLC, as Collateral Agent and THE LENDERS PARTY HERETOCredit Agreement • August 11th, 2023 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of August 11, 2023, is among DIEBOLD NIXDORF, INCORPORATED, a Delaware corporation (the “Company”), the Lenders from time to time parties hereto (as defined below), GLAS USA LLC, as Administrative Agent, and GLAS AMERICAS LLC, as Collateral Agent.
RSU AgreementRsu Agreement • September 21st, 2009 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
WHEREAS, (hereinafter called the “Grantee”) is a key associate of Diebold, Incorporated (hereinafter called the “Corporation”) or a Subsidiary; and
Performance Share AgreementPerformance Share Agreement • September 21st, 2009 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
WHEREAS, (hereinafter called the “Grantee”) is a key associate of Diebold, Incorporated (hereinafter called the “Corporation”) or a Subsidiary; and
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2009 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated as of ___by and between DIEBOLD, INCORPORATED, an Ohio corporation (the “Company”), and Thomas W. Swidarski (“the Executive”);
SENIOR SECURED NOTES INDENTURE Dated as of July 20, 2020 AmongSenior Secured Notes Indenture • July 24th, 2020 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • New York
INDENTURE, dated as of July 20, 2020, among Diebold Nixdorf Dutch Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law (the “Issuer”), Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto, Elavon Financial Services DAC, as paying agent, transfer agent and registrar, U.S. Bank National Association, as trustee (the “Trustee”), and U.S. Bank Trustees Limited, as notes collateral agent (the “Notes Collateral Agent”).
PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • March 1st, 2021 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • Ohio
This Performance Unit Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth on the Grant Detail Page by and between Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”) and Jeffrey Rutherford (the “Participant”).
RECITALSAssignment Agreement • August 8th, 2003 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Illinois
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • February 25th, 2019 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • Ohio
This Nomination and Standstill Agreement dated February 22, 2019 (this “Agreement”), is by and among Diebold Nixdorf, Incorporated (the “Company”), the individuals and entities listed on Schedule I, attached hereto (collectively, with their respective Affiliates, “GAMCO”) (each of the Company and GAMCO, a “Party” to this Agreement, and collectively, the “Parties”).
DIEBOLD, INCORPORATED BRIDGE CREDIT AGREEMENT dated as of November 23, 2015 JPMORGAN CHASE BANK, N.A., as Administrative Agent and THE LENDERS PARTY HERETO J.P. MORGAN SECURITIES LLC, and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and...Bridge Credit Agreement • January 8th, 2016 • Diebold Inc • Calculating & accounting machines (no electronic computers) • New York
THIS BRIDGE CREDIT AGREEMENT (this “Agreement”), dated as of November 23, 2015, is among DIEBOLD, INCORPORATED, an Ohio corporation (the “Company”), the lenders from time to time parties hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Restricted Stock Unit AgreementRestricted Stock Unit Agreement • February 29th, 2016 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
WHEREAS, the Participant is a key associate of Diebold, Incorporated (hereinafter called the “Corporation”) or a Subsidiary; and
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2009 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
WHEREAS, the Company and the Executive previously entered into an Agreement dated as of the Effective Date (the “2005 Agreement”) setting forth the terms and conditions upon which the Executive agreed to serve as an officer of the Company;
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 28th, 2017 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • Ohio
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth on the Grant Detail Page by and between Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”) and the Participant.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 30th, 2015 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Amended Agreement”), is made and entered into as of July 30, 2015 (the “Effective Date”) by and between Diebold, Incorporated, an Ohio corporation (together with its successors and assigns permitted under this Amended Agreement, the “Company”), and Andreas W. Mattes (the “Executive” and, together with the Company, the “Parties”).
EMPLOYEE AGREEMENTEmployee Agreement • July 30th, 2015 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
This EMPLOYEE AGREEMENT (“Agreement”), dated as of [ENTER DATE], by and between DIEBOLD, INCORPORATED, an Ohio corporation (the “Company”), and [ENTER NAME] (the “Employee”).
DIEBOLD NIXDORF, INCORPORATED CEO INDUCEMENT AWARD AGREEMENTInducement Award Agreement • February 21st, 2018 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • Ohio
This CEO Inducement Award Agreement (this “Agreement”) is made and entered into as of February 21, 2018 by and between Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”) and Gerrard Schmid (the “Executive”)
EXHIBIT 10.3 RSU AGREEMENT WHEREAS,_______________ (hereinafter called the "Grantee") is a key associate of Diebold, Incorporated (hereinafter called the "Corporation") or a Subsidiary; WHEREAS, the execution of an RSU Agreement substantially in the...Rsu Agreement • February 16th, 2005 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio
PERFORMANCE CASH AWARD AGREEMENTPerformance Cash Award Agreement • May 30th, 2023 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • Ohio
This Performance Cash Award Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth on the Grant Detail Page by and between Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”) and the Participant. Capitalized terms that are used but not defined herein have the meanings ascribed to them in the 2017 Equity and Performance Incentive Plan, as amended (the “Plan”); provided, however, that the Award is not subject to, or granted pursuant to the terms of, the Plan.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • January 5th, 2023 • DIEBOLD NIXDORF, Inc • Calculating & accounting machines (no electronic computers) • New York
First Supplemental Indenture (this “First Supplemental Indenture”), dated as of December 29, 2022, by and among Diebold Nixdorf Dutch Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law (the “Issuer”), Diebold Nixdorf, Incorporated, an Ohio corporation (the “Company”), the existing Guarantors (as defined in the Indenture referred to below) party thereto, and each of the guaranteeing subsidiaries listed under Schedule I (the “Guaranteeing Subsidiaries”), all of which are subsidiaries of the Company, Elavon Financial Services DAC, as paying agent, transfer agent and registrar, U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and U.S. Bank Trustees Limited, as notes collateral agent (the “Existing Notes Collateral Agent”), and GLAS Americas LLC, as replacement collateral agent under the Indenture (the “New Notes Collateral Agent”).
