Exhibit 10(ad)
[GRAPHIC OMITTED][GRAPHIC OMITTED]
AWARD AGREEMENT
(For Non-Qualified Stock Option)
To: Number:
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(Name of Optionee)
Date of Grant:
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(Social Security Number)
There hereby is granted to you, as a key employee of Invacare Corporation (
"Invacare" ) or of a subsidiary, an option to purchase _____ Invacare Common
Shares, no par value, at an option price of $_____ per share. This option is
granted to you pursuant to the Invacare Corporation 2003 Performance Plan (the
"Plan") and is subject to the terms and conditions set forth below. This option
is not an incentive stock option as defined in Section 422 of the Internal
Revenue Code (the "Code"). Please acknowledge your acceptance of the terms of
this option by signing on the reverse side.
/s/ A. Malachi Mixon, III
____________________________________
A. Malachi Mixon, III
Chairman and Chief Executive Officer
________________________________________________________________________________
I. PURCHASE RIGHTS & EXERCISE DATES
You shall be entitled to exercise this option with respect to the percentage
of shares indicated on or after the date shown opposite such percentage, rounded
to the nearest whole share:
Cumulative Maximum
Percentage of Optioned
Shares which may be
purchased by exercise Date beginning on which
of the Option Option may be exercised
____________________________________________________________
To the extent that the option becomes exercisable with respect to any
shares, as shown above, the option may thereafter be exercised by you either
with respect to all or any number of such shares at any time or from time to
time prior to the expiration of the option. However, no fractional shares may be
purchased. Except as provided herein, the option may not be exercised unless you
are an employee at the time of exercise.
II. TERM OF OPTION
The term of the option shall be for a period of ten (10) years commencing
on the Date of Grant as set forth above. The option shall expire at the close of
regular business hours at Invacare's principal office on the last day of the
term of the option, or, if earlier, on the applicable expiration date provided
in this Agreement.
(a) Your option shall not be affected by any temporary leave of absence
approved in writing by Invacare and described in Section 1.421- 7(h) of the
Federal Income Tax Regulations. If you cease to be an employee for any reason
other than death or retirement as defined by Invacare's Compensation Committee
(the "Committee"), (in which case you shall become a Retired employee), you may
exercise your option only to the extent of such purchase rights as may exist
pursuant to Paragraph I as of the date you cease to be an employee and which
have not been exercised. Upon your ceasing to be an employee, other than by
Retirement as defined by the Committee, such purchase rights shall in any event
terminate upon the earlier of (a) three (3) months [one (1) year if you ceased
to be an employee, because of a disability (as such term is defined in Section
72(m) (7) of the Code)] after the date you ceased to be an employee, or (b) the
last day of the term of the option. If you become a Retired employee, as
defined, you retain your purchase rights pursuant to Paragraph I, until the
option terminates pursuant to Paragraph II.
(b) If you die while you are an employee, a Retired employee or within
three (3) months of your having ceased to be an employee, a personal
representative may exercise the option to the extent of your purchase rights as
may exist pursuant to Paragraph I at the date of your death and which have not
been exercised; provided, however, that such purchase rights shall in any event
terminate upon the earlier of: (i) one (1) year after you cease to be an
employee, unless you are a Retired employee in which case you shall have one (1)
year subsequent to your death; or (ii) the last day of the term of the option.
(c) If the Committee finds that you intentionally committed an act
materially inimical to the interests of Invacare or a subsidiary, your
unexercised purchase rights will terminate as of the time you committed such
act, as determined by the Committee.
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III. TERMINATION OF OPTION UNDER CERTAIN CIRCUMSTANCES
The Committee may cancel your option at any time if you are not in
compliance with all applicable provisions of this Agreement or the Plan or if
you, without the prior written consent of the Committee, engage in any of the
following activities: (i) you render services for an organization, or engage in
a business, that is, in the judgment of the Committee, in competition with
Invacare; or (ii) you disclose to anyone outside of Invacare, or use for any
purpose other than Invacare's business, any confidential information or material
relating to Invacare, whether acquired by you during or after employment with
Invacare, in a fashion or with a result that is or may be injurious to the best
interests of Invacare, as determined by the Committee.
The Committee may, in its discretion and as a condition to the exercise of
your option, require you to represent in writing that you are in compliance with
all applicable provisions of this Agreement and the Plan and have not engaged in
any activities referred to in clauses (i) and (ii) above.
IV. EXERCISE OF OPTION
The option may be exercised by delivering to the Invacare Finance
Department, at Invacare's principal office, a completed Notice of Exercise of
Option (obtainable from the Finance Department) setting forth the number of
shares with respect to which your option is being exercised. Such Notice shall
be accompanied by either payment in full for the shares, or the execution of a
cashless exercise in accordance with the procedures established by the
Committee.
V. CHANGE IN CONTROL
Upon a change in control (as such term is defined in the Plan), unless and
to the extent otherwise determined by Invacare's Board of Directors, you may
exercise your option with respect to all shares covered therein.
VI. TRANSFERABILITY
This Agreement shall be binding upon and inure to the benefit of any
successor of Invacare and your heirs, estate and personal representative. Your
option shall be transferable to (1) certain people or entities that you
designate, in accordance with and pursuant to procedures established by the
Committee, or by (2) Will or the laws of descent and distribution, and your
option may be exercised during your lifetime only by you, or such permitted
transferee under clause (1) of the preceding sentence, provided that a guardian
or other legal representative, who has been duly appointed may, except as
otherwise provided in the Plan, exercise the option on your behalf. Your
personal representative shall act in your place with respect to exercising the
option or taking any other action pursuant to the Agreement.
VII. ADJUSTMENTS OR AMENDMENTS
In the event that, subsequent to the date of this Agreement, the
outstanding common shares of Invacare are, as a result of a stock split, stock
dividend, combination or exchange of shares, exchange of other securities,
reclassification, reorganization, redesignation, merger, consolidation,
recapitalization, liquidation, dissolution, sale of assets or other such change,
including, without limitation, any transaction described in Section 424(a) of
the Code, increased, decreased, changed into or exchanged for a different number
or kind of shares of stock or other securities of Invacare or another entity or
converted into cash, then, except as otherwise provided below, (i) there shall
automatically be substituted for each Invacare common share subject to an
unexercised option, the amount of cash or other securities into which each
outstanding Invacare common share shall be converted or exchanged and (ii) the
option price per common share or unit of securities shall be increased or
decreased proportionally so that the aggregate purchase price for any securities
subject to the option shall remain the same as immediately prior to such event.
Notwithstanding the preceding provisions of this Article VII, the Committee may,
in its sole discretion, make other adjustments or amendments to the securities
subject to options and/or amend the provisions of the Plan and/or this Agreement
(including, without limitation, accelerating the date on which unexercised
options shall expire or terminate), to the extent appropriate, equitable and in
compliance with the provisions of Section 424(a) of the Code to the extent
applicable and any such adjustment or amendment shall be final, binding and
conclusive. Any such adjustment or amendment shall provide for the elimination
of fractional shares.
VIII. PROVISIONS OF PLAN CONTROL
This Agreement is subject to all of the terms, conditions and provisions of
the Plan (all of which are incorporated herein by reference) and to such rules,
regulations, and interpretations related to the Plan as may be adopted by the
Committee and as may be in effect from time to time. In the event and to the
extent that this Agreement conflicts or is inconsistent with the terms,
conditions, and provisions of the Plan, the Plan shall control, and this
Agreement shall be deemed to be modified accordingly. The Committee has
authority to interpret and construe any provision of this Agreement and its
interpretation and construction shall be binding and conclusive.
IX. LIABILITY
The liability of Invacare under this Agreement and any distribution of
shares made hereunder is limited to the obligations set forth herein with
respect to such distribution and no term or provision of this Agreement shall be
construed to impose any liability on Invacare, its officers, employees or any
subsidiary with respect to any loss, cost or expense which you may incur in
connection with or arising out of any transaction in connection with this
Agreement.
X. WITHHOLDING
You agree that, as a condition to your exercise of this Option, Invacare
may make appropriate provision for tax withholding with respect to the
transactions contemplated by this Agreement.
ACCEPTANCE
The undersigned hereby accepts the terms of the stock option granted herein and
acknowledges receipt of a copy of the Invacare Corporation 2003 Performance
Plan.
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(Signature of Optionee) (Date)