Exhibit 10(g)
AMENDMENT NO. 1
to the
INVACARE CORPORATION 1994
PERFORMANCE PLAN
Invacare Corporation hereby adopts Amendment No. 1 to the
Invacare Corporation 1994 Performance Plan (the "Plan") pursuant to
the following terms and provisions:
1. Section 2(i) of the Plan is hereby deleted and restated in its
entirety to read as follows:
"(i) "Committee" - means the Compensation Committee of the
Board of Directors, or any other committee of the Board of
Directors that the Board of Directors or the Compensation
Committee authorizes to administer all or any aspect of this
Plan."
2. Section 2 of the Plan is hereby amended by adding thereto the
following additional paragraph as subsection (s) and by re-designating
Section 2(s) through Section 2(y) as Section 2(t) through Section 2(z)
respectively:
"(s) "Performance Objectives" - means the achievement of
performance objectives established pursuant to this Plan.
Performance Objectives may be described in terms of
Company-wide objectives or objectives that are related to the
performance of the individual Participant or the subsidiary,
division, department or function within the Company in respect
of which the Participant performs services. Any Performance
Objectives applicable to Awards intended to qualify as
"performance-based compensation" under Section 162(m) of the
Code (the "Performance-Based Exception") shall be limited to
specified levels of or increases in the Company's, or
subsidiary's, or division's, or department's, or function's
return on equity, earnings per Common Share, total earnings,
earnings growth, return on capital, operating measures
(including, but not limited to, operating margin and operating
costs) return on assets, or increase in the Fair Market Value
of the Common Shares. Except in the case of such an Award
intended to qualify under Section 162(m) of the Code, if the
Committee determines that a change in the business,
operations, corporate structure or capital structure of the
Company, or the manner in which it conducts its business, or
other events or circumstances render the Performance
Objectives unsuitable, the Committee may modify such
Performance Objectives or the related minimum acceptable level
of achievement, in whole or in part, as the Committee deems
appropriate and equitable.
The Committee shall have the discretion to adjust the
determinations of the degree of attainment of the
pre-established Performance Objectives; provided, however,
that Awards which are designed to qualify for the
Performance-Based Exception, may not be adjusted upward (the
Committee shall retain the discretion to adjust such Awards
downward).
In the event that applicable tax and/or securities
laws change to permit Committee discretion to alter the
governing performance measures without obtaining shareholder
approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining shareholder
approval. In addition, in the event that the Committee
determines that it is advisable to grant Awards which shall
not qualify for the Performance-Based Exception, the Committee
may make such grants without satisfying the requirements of
Code Section 162(m)."
3. Section 3 of the Plan is hereby deleted and restated in its
entirety to read as follows: "All Directors and employees of the
Company and its Affiliates are eligible for the grant of Awards. The
selection of any such persons to receive Awards will be within the
discretion of the Committee. More than one Award may be granted to the
same person.
Notwithstanding the foregoing, any individual who
renounces in writing any right that he or she may have to
receive Awards under the Plan shall not be eligible to receive
any Awards hereunder."
4. Section 4(a) of the Plan is hereby deleted and restated in its
entirety to read as follows, subject to shareholder approval at the
1998 Annual Meeting of Shareholders:
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"(a) Number of Common Shares. The aggregate number of Common
Shares that may be subject to Awards, including Stock Options,
granted under this Plan during the term of this Plan will be
equal to Three Million, Five Hundred Thousand (3,500,000)
Common Shares, subject to any adjustments made in accordance
with the terms of this Section 4.
The assumption of obligations in respect of awards
granted by an organization acquired by the Company, or the
grant of Awards under this Plan in substitution for any such
awards, will not reduce the number of Common Shares available
in any fiscal year for the grant of Awards under this Plan.
Common Shares subject to an Award that is forfeited,
terminated, or canceled without having been exercised (other
than Common Shares subject to a Stock Option that is canceled
upon the exercise of a related Stock Appreciation Right) will
again be available for grant under this Plan, without reducing
the number of Common Shares available in any fiscal year for
grant of Awards under this Plan, except to the extent that the
availability of those Common Shares would cause this Plan or
any Awards granted under this Plan to fail to qualify for the
exemption provided by Rule 16b-3. In addition, any Common
Shares which are retained to satisfy a Participant's
withholding tax obligations or which are transferred to the
Company by a Participant to satisfy such obligations or to pay
all or any portion of the exercise price of the Award in
accordance with the terms of the Plan, the Award Agreement or
the Notice of Award, may be made available for reoffering
under the Plan to any Participant, except to the extent that
the availability of those Common Shares would cause this Plan
or any Awards granted under this Plan to fail to qualify for
the exemption provided by Rule 16b-3."
5. Section 5(b) of the Plan is hereby deleted and restated in its
entirety to read as follows:
"(b) Delegation. The Committee may delegate any of its
authority to any other person or persons that it deems
appropriate."
6. Section 6(b)(iii) of the Plan is hereby deleted and restated in its
entirety to read as follows:
"(iii) Stock Option - means a right to purchase a specified
number of Common Shares, during a specified period, and at a
specified exercise price, all as determined by the Committee.
A Stock Option may be an Incentive Stock Option or a Stock
Option that does not qualify as an Incentive Stock Option. In
addition to the terms, conditions, vesting periods, and
restrictions established by the Committee, Incentive Stock
Options must comply with the requirements of Section 422 of
the Code and regulations promulgated thereunder, including the
requirement that the aggregate Fair Market Value of the Common
Shares with respect to which the Incentive Stock Option first
becomes exercisable in any calendar year shall not exceed
$100,000 (measured as of the effective date of the award of an
Incentive Stock Option). The exercise price of a Stock Option
that does not qualify as an Incentive Stock Option may be more
or less than the Fair Market Value of the Common Shares on the
date the Stock Option is granted."
7. Section 6(b)(iv) of the Plan is hereby deleted and restated in its
entirety to read as follows:
"(iv) Cash Award - An award denominated in cash. All or part
of any Cash Award may be subject to conditions established by
the Committee, including but not limited to future service
with the Company or the achievement of the Performance
Objectives."
8. Section 6(c) of the Plan is hereby deleted and restated in its
entirety to read as follows:
"(c) Limits on Awards. The maximum aggregate number of Common
Shares (i) for which Stock Options may be granted, and (ii)
with respect to which Stock Appreciation Rights may be
granted, to any particular employee during any calendar year
during the term of this Plan is 200,000 Common Shares, subject
to adjustment in accordance with Section 4(c) hereof. The
maximum aggregate amount of cash which may be granted or
awarded to any particular employee during any calendar year
during the term of this Plan is $500,000."
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9. Section 12 of the Plan is hereby deleted and restated in its
entirety to read as follows:
"In the event of a Change in Control of the Company,
unless and to the extent otherwise determined by the Board of
Directors, (i) all Stock Appreciation Rights and Stock Options
then outstanding will become fully exercisable as of the date
of the Change in Control; (ii) all restrictions and conditions
applicable to Restricted Stock and other Stock Awards will be
deemed to have been satisfied as of the date of the Change in
Control, and (iii) all Cash Awards shall be released and/or
deemed to have been fully earned as of the date of the Change
in Control. Any such determination by the Board of Directors
that is made after the occurrence of a Change in Control will
not be effective unless a majority of the Directors then in
office are Continuing Directors and the determination is
approved by a majority of the Continuing Directors."
10. Section 15 of the Plan is hereby deleted and restated in its
entirety to read as follows:
"Unless otherwise determined by the Committee, (i) no Award
granted under the Plan may be transferred or assigned by the
Participant to whom it is granted other than by will, pursuant
to the laws of descent and distribution, and (ii) an Award
granted under this Plan may be exercised, during the
Participant's lifetime, only by the Participant."
IN WITNESS WHEREOF, Invacare Corporation, by its appropriate officers
duly authorized, has executed this instrument as of the 30th day of
January, 1998.
INVACARE CORPORATION
By: /S/ A. Malachi Mixon, III
-----------------------------------------------------
A. Malachi Mixon, III, Chairman of the Board, President and
Chief Executive Officer
By: /S/ Thomas R. Miklich
------------------------------------------------------
Thomas R. Miklich, Chief Financial Officer, General Counsel,
Treasurer and Corporate Secretary
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