Exhibit 10(x)
Rule 10b5-1 Sales Plan
I, Gregory C. Thompson, have, as of the date set forth below,
established this Sales Plan (the "Plan") in order to sell Invacare Corporation
(the "Issuer") common shares, no par value per share (the "Stock"), pursuant to
the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
1. I elect to surrender Stock to the Issuer in order to satisfy the minimum tax
withholding obligation required by federal, state and local governmental
authorities (including such amount, if any, as may be required under the
American Jobs Creation Act of 2004) with respect to the shares of stock I will
receive on the respective maturity dates of the restricted stock grants and/or
deferred option exercises as indicated on the Attachment A to the Plan.
2. On each respective maturity date set forth on Attachment A hereto the Issuer
agrees to withhold such portion of the shares maturing on such date as is
necessary to satisfy such minimum tax withholding obligation required by
federal, state and local governmental authorities based on the rates in effect
on the applicable maturity date at a price per share equal to the closing price
of the Issuer Stock on the New York Stock Exchange on the applicable maturity
date.
3. The Plan will terminate on the earliest of:
a. January 1, 2009;
b. the completion of the maturity of the Stock referenced in Section 1
of the Plan;
c. the Issuer's receipt of notice of my death or mental incapacity;
d. the Issuer's reasonable determination that: (i) the Plan does not
comply with Rule 10b5-1 or other applicable securities laws; or (ii) I
have not complied with the Plan, Rule 10b5-1 or other applicable
securities laws;
e. the Issuer's receipt of written notice of termination from me by
overnight service and facsimile certifying that I desire to terminate
the Plan and have consulted with my legal advisors about the
termination of the Plan;
f. the Issuer's receipt of notice from me by telephone or facsimile
specifying that a legal, contractual or regulatory restriction
applicable to me or my affiliates would prohibit any sale pursuant to
the Plan or result in material adverse consequences to me as a result
of any such sale, or
g. the public announcement of a public offering or other distribution
of securities by the Issuer or of a merger, acquisition, tender or
exchange offer, or other business combination resulting in the exchange
or conversion of the Stock of the Issuer into shares of a company other
than the Issuer.
4. In the event of a stock split, reverse stock split or stock dividend relating
to the Stock, the dollar amount at which shares of Stock are to be surrendered
to the Issuer and the number of shares to be surrendered will be automatically
adjusted proportionately.
5. In the event of a reincorporation or other corporate reorganization resulting
in an automatic share-for-share exchange of new shares for the type of shares of
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Stock subject to the Plan, then the new shares will automatically replace the
type of shares of Stock originally specified in the Plan.
6. The Plan may be modified or amended only upon the written agreement of myself
and the Issuer.
7. The Plan may be signed in counterparts, each of which will be an original. I
will not assign my rights or obligations under the Plan without the Issuer's
consent.
8. The Plan, and the attached Representation Letter , dated the date hereof,
constitutes the entire agreement and Plan between me and the Issuer and
supersede any prior agreements or understandings regarding the Plan. The
invalidity or unenforceability of any provision of the Plan will not affect the
validity or enforceablity of any other provision.
9. All notices given by the parties under this Plan will be made in the manner
specified in this Plan by telephone, facsimile or recognized overnight service
as follows:
a. If to the Issuer:
Invacare Corporation
Attn: Joseph Usaj
One Invacare Way
Elyria, OH 44036
Tel: 440-329-6000
Fax: ( )
b. If to me:
Gregory C. Thomspon
One Invacare Way
Elyria, OH 44036
(Tel: 440-329-6000)
Fax: ( )
10. This Plan will be governed by and construed in accordance with the laws of
the State of Ohio, without giving effect to the conflict of law principles of
that State.
The undersigned have signed this Sales Plan as of February 21, 2005.
/s/ Gregory C. Thompson Invacare Corporation (the Issuer)
_______________________
Name: Gregory C. Thompson
By: /s/ Joseph S. Usaj
__________________
Name: Joseph S. Usaj
Title: Sr VP Human Resources
Rule 10b5-1 Plan of: Gregory C. Thompson
Executed on February 21, 2005
ATTACHMENT A
Number
Type of Grant Maturity Date of Shares Issuer Type of Shares
- ------------- ------------- --------- ------ --------------
Restricted Stock R02007 Nov. 4, 2005 1,150 Invacare Common Stock
Restricted Stock R02007 Nov. 4, 2006 1,150 Invacare Common Stock
Restricted Stock R03003 May 1, 2005 1,281 Invacare Common Stock
Restricted Stock R03003 May 1, 2006 1,280 Invacare Common Stock
Restricted Stock R03003 May 1, 2007 1,280 Invacare Common Stock
Restricted Stock R04003 May 1, 2005 873 Invacare Common Stock
Restricted Stock R04003 May 1, 2006 873 Invacare Common Stock
Restricted Stock R04003 May 1, 2007 873 Invacare Common Stock
Restricted Stock R04003 May 1, 2008 873 Invacare Common Stock
Rule 10b5-1 Representation Letter
Invacare Corporation
Attn: Joseph Usaj
One Invacare Way
Elyria, OH 44036
Ladies and Gentlemen:
In consideration of Invacare Corporation ("Invacare") agreeing to
accept the surrender of Invacare shares from the restricted stock or deferred
options maturing in order to satisfy my minimum tax withholding obligation for
federal, state and local taxes under a written plan (the "Plan") that I, Gregory
C. Thompson, have established to meet the requirements of Rule 10b5-1(c)(1)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
other good and valuable consideration I make the following representations,
warranties and covenants:
1. A true and accurate copy of the Plan is attached.
2. I am entering into the Plan in good faith, in compliance with the
requirements of Rule 10b5-1, and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1 or other federal securities laws. As of the date
hereof, I am not aware of any material nonpublic information about Invacare (the
"Issuer") or its securities.
3. I have consulted with my own advisors as to the legal, tax, business, and
financial aspects of, and have not relied on Invacare in connection with, my
adoption and implementation of the Plan and I have confirmed that the Plan meets
the criteria set forth in Rule 10b5-1. I acknowledge that Invacare Corporation
is not acting as a fiduciary or an advisor for me.
4. I have been granted all restricted shares and all deferred options that are
subject to the Plan free and clear of liens, encumbrances, options or other
limitation on disposition of any kind.
5. While the Plan is in effect, I agree that:
a. I will not enter into or alter any corresponding or hedging
transaction or position with respect to the securities covered by the
Plan (including, without limitation, with respect to any securities
convertible or exchangeable into those securities) and I will not alter
or deviate from the terms of the Plan; and
b. I will notify Invacare in advance of any sales or purchases of, or
derivative transactions on, any of the Issuer's securities that I
propose to make.
6. Except as provided under the terms of the Plan, I further agree that I
will not exercise any subsequent influence over how, when or whether
transactions are effected under the plan.
7. I agree to make or cause to be made in a timely manner all necessary
filings applicable to me, including Rule 144 filings, filings pursuant
to Sections 13 and 16 of the Exchange Act, and any other filings
necessary pursuant to the Securities Act of 1933, as amended (the
"Securities Act") and the Exchange Act.
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8. The execution and delivery of the Plan by me and the transactions
contemplated by the Plan will not contravene any provision of applicable
law or any agreement or other instrument binding on me or any of my
affiliates or any judgment, order or decree of any governmental body
having jurisdiction over me or my affiliates.
9. I agree to give Invacare notice as soon as possible of (a) any
subsequent legal, contractual or regulatory restrictions imposed on me
due to changes in the securities (or other) laws, contractual
restrictions, or anticipated or changed events, that would prevent
Invacare or me from complying with the Plan and (b) the occurrence of
any event that could cause the Plan to terminate or be suspended under
Section 2 or Section 3 of the Plan.
Very truly yours,
/s/ Gregory C. Thompson
___________________
Name: Gregory C. Thompson
Date: 2/21/05