Common use of Invacare Remains the Surviving Entity or the Post-CIC Entity Assumes Equity Awards Clause in Contracts

Invacare Remains the Surviving Entity or the Post-CIC Entity Assumes Equity Awards. If, upon the occurrence of a Change of Control (i) Invacare is the surviving entity following such Change of Control or (ii) all outstanding equity awards held by the Executive are Assumed by the Post-CIC Entity, and if the Executive’s employment is terminated by Invacare or the Post-CIC Entity for any reason other than Cause, Disability, or death, or is terminated by the Executive for Good Reason within two years following the occurrence of the Change of Control, then in respect of all options to purchase Invacare stock, all shares of restricted stock, all restricted stock units and all performance shares that have been granted to the Executive pursuant to any award agreement, plan or arrangement sponsored by Invacare (or any corresponding replacement awards granted by a Post-CIC Entity) and which remain outstanding as of the Termination Date, and notwithstanding any other provision to the contrary contained in any award agreement, plan or arrangement, and subject to Section 1.6, Invacare shall: (i) with respect to all options, cause such options: (A) to become exercisable in full as of the Termination Date; (B) to continue to be exercisable until the earlier of (1) the expiration date of the option or (2) the second anniversary of the Termination Date; provided that, if the award agreement underlying such option provides for a longer period of exercisability following the Termination Date, then this clause (2) shall be the end of such longer period; and (C) to be exercisable (and/or to be eligible to satisfy any tax withholding requirements in connection with the exercise of the options) using shares of Invacare common stock previously owned by the Executive and/or shares subject to the options being exercised as consideration in lieu of a cash payment or other arrangement, but only to the extent that any such exercise of the option (and/or withholding tax payments) would not result in Invacare being required to take an additional charge in respect of such exercise in determining and reporting its net income for financial accounting purposes; and (ii) with respect to any awards of restricted stock or restricted stock units that are not subject to the attainment of performance goals, cause such awards: (A) to become vested in full as of the Termination Date; and (B) to be eligible to satisfy any tax withholding requirements in connection with such vesting of the restricted stock or restricted stock units by using shares of Invacare common stock previously owned by the Executive and/or shares of restricted stock or restricted stock units that become so vested as consideration (in lieu of a cash payment or other arrangement) for the payment of withholding tax, but only to the extent that any such withholding tax payments would not result in Invacare being required to take an additional charge in respect of such accelerated vesting or withholding tax payment in determining and reporting its net income for financial accounting purposes. (iii) with respect to any awards of restricted stock, restricted stock units or performance shares that are subject to the attainment of performance goals, cause such awards: (A) to be earned or vest in accordance with their terms as if all of the performance goals applicable to such awards had been achieved at their target levels as of the Termination Date; and (B) to be eligible to satisfy any tax withholding requirements in connection with such vesting of the restricted stock, restricted stock units or performance shares by using shares of Invacare common stock previously owned by the Executive and/or shares of restricted stock, restricted stock units or performance shares that become so vested as consideration (in lieu of a cash payment or other arrangement) for the payment of withholding tax, but only to the extent that any such withholding tax payments would not result in Invacare being required to take an additional charge in respect of such accelerated vesting or withholding tax payment in determining and reporting its net income for financial accounting purposes.

Invacare Remains the Surviving Entity or the Post-CIC Entity Assumes Equity Awards. If, upon the occurrence of a Change of Control (i) or on or following the Effective Date, as applicable, Invacare is the surviving entity following such Change of Control or (ii) all outstanding equity awards held by the Executive are Assumed by the Post-CIC Entity, and if the Executive’s employment is terminated by Invacare or its Affiliates or the Post-CIC Entity for any reason other than Cause, Disability, or death, or is terminated by the Executive for Good Reason within two years following the occurrence of the Change of ControlControl or the Effective Date, as applicable, then in respect of all options to purchase shares of common stock of Invacare stockor its Affiliates, all shares of restricted stock, all restricted stock units and all performance shares or other equity or equity-based awards that have been granted to the Executive pursuant to any award agreement, plan or arrangement sponsored by Invacare or its Affiliates (or any corresponding replacement awards granted by a Post-CIC Entity) and which remain outstanding as of the Termination Date, and notwithstanding any other provision to the contrary contained in any award agreement, plan or arrangement, and subject to Section 1.6, Invacare or its Affiliates shall: (i) with respect to all options, cause such options: (A) to become exercisable in full as of the Termination Date; (B) to continue to be exercisable until the earlier of (1) the expiration date of the option or (2) the second anniversary of the Termination Date; provided that, if the award agreement underlying such option provides for a longer period of exercisability following the Termination Date, then this clause (2) shall be the end of such longer period; and (C) to be exercisable (and/or to be eligible to satisfy any tax withholding requirements in connection with the exercise of the options) using shares of Invacare common stock of Invacare or its Affiliates previously owned by the Executive and/or shares subject to the options being exercised as consideration in lieu of a cash payment or other arrangement, but only to the extent that any such mechanism for exercise of the option (and/or withholding tax payments) is permissible under the governing terms of the corresponding incentive plan and would not result in Invacare or its Affiliates being required to take an additional charge in respect of such exercise in determining and reporting its net income for financial accounting purposes; and (ii) with respect to any awards of restricted stock or restricted stock units or other equity or equity-based awards that are not subject to the attainment of performance goals, cause such awards: (A) to become vested in full as of the Termination Date; and (B) to be eligible to satisfy any tax withholding requirements in connection with such vesting of the restricted stock or restricted stock units such awards by using shares of Invacare common stock previously owned by the Executive and/or shares of restricted Invacare common stock or restricted stock units that become so vested as consideration (in lieu of a cash payment or other arrangement) for the payment of withholding tax, but only to the extent that such mechanism for withholding is permissible under the governing terms of the corresponding incentive plan and any such withholding tax payments would not result in Invacare or its Affiliates being required to take an additional charge in respect of such accelerated vesting or withholding tax payment in determining and reporting its net income for financial accounting purposes. (iii) with respect to any awards of restricted stock, restricted stock units units, performance shares, or performance shares other equity or equity-based awards that are subject to the attainment of performance goals, cause such awards: (A) to be earned or vest in accordance with their terms as if all of the performance goals applicable to such awards had been achieved at their target levels as of the Termination Date; and (B) to be eligible to satisfy any tax withholding requirements in connection with such vesting of the restricted stock, restricted stock units or performance shares such awards by using shares of Invacare common stock previously owned by the Executive and/or shares of restricted stock, restricted Invacare common stock units or performance shares that become so vested as consideration (in lieu of a cash payment or other arrangement) for the payment of withholding tax, but only to the extent that such mechanism for withholding is permissible under the governing terms of the corresponding incentive plan and any such withholding tax payments would not result in Invacare or its Affiliates being required to take an additional charge in respect of such accelerated vesting or withholding tax payment in determining and reporting its net income for financial accounting purposes.

Invacare Remains the Surviving Entity or the Post-CIC Entity Assumes Equity Awards. If, upon the occurrence of a Change of Control (i) or on or following the Effective Date, as applicable, Invacare is the surviving entity following such Change of Control or (ii) all outstanding equity awards held by the Executive are Assumed by the Post-CIC Entity, and if the Executive’s employment is terminated by Invacare or its Affiliates or the Post-CIC Entity for any reason other than Cause, Disability, or death, or is terminated by the Executive for Good Reason within two years following the occurrence of the Change of ControlControl or the Effective Date, as applicable, then in respect of all options to purchase shares of common stock of Invacare stockor its Affiliates, all shares of restricted stock, all restricted stock units and all performance shares or other equity or equity-based awards that have been granted to the Executive pursuant to any award agreement, plan or arrangement sponsored by Invacare or its Affiliates (or any corresponding replacement awards granted by a Post-CIC Entity) and which remain outstanding as of the Termination Date, and notwithstanding any other provision to the contrary contained in any award agreement, plan or arrangement, and subject to Section 1.62.9, Invacare or its Affiliates shall: (i) with respect to all options, cause such options: (A) to become exercisable in full as of the Termination Date; (B) to continue to be exercisable until the earlier of (1) the expiration date of the option or (2) the second anniversary of the Termination Date; provided that, if the award agreement underlying such option provides for a longer period of exercisability following the Termination Date, then this clause (2) shall be the end of such longer period; and (C) to be exercisable (and/or to be eligible to satisfy any tax withholding requirements in connection with the exercise of the options) using shares of Invacare common stock of Invacare or its Affiliates previously owned by the Executive and/or shares subject to the options being exercised as consideration in lieu of a cash payment or other arrangement, but only to the extent that any such mechanism for the exercise of the option (and/or withholding tax payments) is permissible under the governing terms of the corresponding incentive plan and would not result in Invacare or its Affiliates being required to take an additional charge in respect of such exercise in determining and reporting its net income for financial accounting purposes; and (ii) with respect to any awards of restricted stock or restricted stock units or other equity or equity-based awards that are not subject to the attainment of performance goals, cause such awards: (A) to become vested in full as of the Termination Date; and (B) to be eligible to satisfy any tax withholding requirements in connection with such vesting of the restricted stock or restricted stock units such awards by using shares of Invacare common stock previously owned by the Executive and/or shares of restricted Invacare common stock or restricted stock units that become so vested as consideration (in lieu of a cash payment or other arrangement) for the payment of withholding tax, but only to the extent that such mechanism for withholding is permissible under the governing terms of the corresponding incentive plan and any such withholding tax payments would not result in Invacare or its Affiliates being required to take an additional charge in respect of such accelerated vesting or withholding tax payment in determining and reporting its net income for financial accounting purposes. (iii) with respect to any awards of restricted stock, restricted stock units units, performance shares, or performance shares other equity or equity-based awards that are subject to the attainment of performance goals, cause such awards: (A) to be earned or vest in accordance with their terms as if all of the performance goals applicable to such awards had been achieved at their target levels as of the Termination Date; and (B) to be eligible to satisfy any tax withholding requirements in connection with such vesting of the restricted stock, restricted stock units or performance shares such awards by using shares of Invacare common stock previously owned by the Executive and/or shares of restricted stock, restricted Invacare common stock units or performance shares that become so vested as consideration (in lieu of a cash payment or other arrangement) for the payment of withholding tax, but only to the extent that such mechanism for withholding is permissible under the governing terms of the corresponding incentive plan and any such withholding tax payments would not result in Invacare or its Affiliates being required to take an additional charge in respect of such accelerated vesting or withholding tax payment in determining and reporting its net income for financial accounting purposes.

Invacare Remains the Surviving Entity or the Post-CIC Entity Assumes Equity Awards. If, upon the occurrence of a Change of Control (i) Control, Invacare is the surviving entity following such Change of Control or (ii) all outstanding equity awards held by the Executive are Assumed by the Post-CIC Entity, and if the Executive’s employment is terminated by Invacare or its Affiliates or the Post-CIC Entity for any reason other than Cause, Disability, or death, or is terminated by the Executive for Good Reason within two years following the occurrence of the Change of Control, then in respect of all options to purchase shares of common stock of Invacare stockor its Affiliates, all shares of restricted stock, all restricted stock units and all performance shares or other equity or equity-based awards that have been granted to the Executive pursuant to any award agreement, plan or arrangement sponsored by Invacare or its Affiliates (or any corresponding replacement awards granted by a Post-CIC Entity) and which remain outstanding as of the Termination Date, and notwithstanding any other provision to the contrary contained in any award agreement, plan or arrangement, and subject to Section 1.6, Invacare or its Affiliates shall: (i) with respect to all options, cause such options: (A) to become exercisable in full as of the Termination Date; (B) to continue to be exercisable until the earlier of (1) the expiration date of the option or (2) the second anniversary of the Termination Date; provided that, if the award agreement underlying such option provides for a longer period of exercisability following the Termination Date, then this clause (2) shall be the end of such longer period; and (C) to be exercisable (and/or to be eligible to satisfy any tax withholding requirements in connection with the exercise of the options) using shares of Invacare common stock of Invacare or its Affiliates previously owned by the Executive and/or shares subject to the options being exercised as consideration in lieu of a cash payment or other arrangement, but only to the extent that any such mechanism for exercise of the option (and/or withholding tax payments) is permissible under the governing terms of the corresponding incentive plan and would not result in Invacare or its Affiliates being required to take an additional charge in respect of such exercise in determining and reporting its net income for financial accounting purposes; and (ii) with respect to any awards of restricted stock or restricted stock units or other equity or equity-based awards that are not subject to the attainment of performance goals, cause such awards: (A) to become vested in full as of the Termination Date; and (B) to be eligible to satisfy any tax withholding requirements in connection with such vesting of the restricted stock or restricted stock units such awards by using shares of Invacare common stock previously owned by the Executive and/or shares of restricted Invacare common stock or restricted stock units that become so vested as consideration (in lieu of a cash payment or other arrangement) for the payment of withholding tax, but only to the extent that such mechanism for withholding is permissible under the governing terms of the corresponding incentive plan and any such withholding tax payments would not result in Invacare or its Affiliates being required to take an additional charge in respect of such accelerated vesting or withholding tax payment in determining and reporting its net income for financial accounting purposes. (iii) with respect to any awards of restricted stock, restricted stock units units, performance shares, or performance shares other equity or equity-based awards that are subject to the attainment of performance goals, cause such awards: (A) to be earned or vest in accordance with their terms as if all of the performance goals applicable to such awards had been achieved at their target levels as of the Termination Date; and (B) to be eligible to satisfy any tax withholding requirements in connection with such vesting of the restricted stock, restricted stock units or performance shares such awards by using shares of Invacare common stock previously owned by the Executive and/or shares of restricted stock, restricted Invacare common stock units or performance shares that become so vested as consideration (in lieu of a cash payment or other arrangement) for the payment of withholding tax, but only to the extent that such mechanism for withholding is permissible under the governing terms of the corresponding incentive plan and any such withholding tax payments would not result in Invacare or its Affiliates being required to take an additional charge in respect of such accelerated vesting or withholding tax payment in determining and reporting its net income for financial accounting purposes.