Common use of Post-CIC Entity Does Not Assume Equity Awards Clause in Contracts

Post-CIC Entity Does Not Assume Equity Awards. If, upon the occurrence of a Change of Control, the Post-CIC Entity does not Assume all options to purchase Invacare stock, all shares of restricted stock, all restricted stock units or all performance shares that have been granted to the Executive pursuant to any award agreement, plan or arrangement sponsored by Invacare and which remain outstanding as of the date of the Change of Control, and notwithstanding any other provision to the contrary contained in any award agreement, plan or arrangement, then: (i) any such options, shares of restricted stock, restricted stock units or performance shares not Assumed by the Post-CIC Entity shall become fully vested and exercisable and any restrictions that apply to such awards shall lapse; (ii) any awards of restricted stock, restricted stock units or performance shares that are subject to the attainment of performance goals and not Assumed by the Post-CIC Entity shall immediately vest and become immediately payable in accordance with their terms, subject to the last paragraph of this Section 1.4, as if all of the performance goals applicable to such awards had been achieved at their the target levels as of the date of the Change of Control; (iii) for each stock option not Assumed by the Post-CIC Entity, the Executive shall receive a payment equal to the difference between the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) received by holders of Invacare’s common stock in the Change of Control transaction and the exercise price of the applicable stock option, if such difference is positive. Such payment shall be made in the same form as the consideration received by holders of Invacare’s common stock. Any stock option with an exercise price that is higher than the per share consideration received by holders of Invacare’s common stock in connection with the Change of Control shall be cancelled for no additional consideration; (iv) with respect to any awards of restricted stock or restricted stock units that are not Assumed by the Post-CIC Entity and are not subject to the attainment of performance goals, the Executive shall receive the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) that the Executive would have received in the Change of Control transaction had he or she been, immediately prior to such transaction, a holder of the number of shares of Invacare’s common stock equal to the number of shares of restricted stock or number of restricted stock units held by the Executive; and (v) subject to the last paragraph of this Section 1.4, the payments contemplated by Sections 1.3(b)(iii) and (iv) shall be made at the same time as consideration is paid to the holders of Invacare’s common stock in connection with the Change of Control. Notwithstanding anything to the contrary in this Agreement, if the payment or benefit of any award constitutes a deferral of compensation under Code Section 409A, then to the extent necessary to comply with Code Section 409A, payment or delivery with respect to such award shall be made on the date of payment or delivery originally provided for such payment or benefit.

Post-CIC Entity Does Not Assume Equity Awards. If, upon the occurrence of a Change of Control, the Post-CIC Entity does not Assume all options to purchase Invacare stock, all shares of restricted stock, all restricted stock units or all performance shares that have been granted to the Executive pursuant to any award agreement, plan or arrangement sponsored by Invacare and which remain outstanding as of the date of the Change of Control, and notwithstanding any other provision to the contrary contained in any award agreement, plan or arrangement, then: (i) any such options, shares of restricted stock, restricted stock units or performance shares not Assumed by the Post-CIC Entity shall become fully vested and exercisable and any restrictions that apply to such awards shall lapse; (ii) any awards of restricted stock, restricted stock units or performance shares that are subject to the attainment of performance goals and not Assumed by the Post-CIC Entity shall immediately vest and become immediately payable in accordance with their terms, subject to the last paragraph of this Section 1.4, as if all of the performance goals applicable to such awards had been achieved at their the target levels as of the date of the Change of Control; (iii) for each stock option not Assumed by the Post-CIC Entity, the Executive shall receive a payment equal to the difference between the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) received by holders of Invacare’s common stock in the Change of Control transaction and the exercise price of the applicable stock option, if such difference is positive. Such payment shall be made in the same form as the consideration received by holders of Invacare’s common stock. Any stock option with an exercise price that is higher than the per share consideration received by holders of Invacare’s common stock in connection with the Change of Control shall be cancelled for no additional consideration; (iv) with respect to any awards of restricted stock or restricted stock units that are not Assumed by the Post-CIC Entity and are not subject to the attainment of performance goals, the Executive shall receive the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) that the Executive would have received in the Change of Control transaction had he or she been, immediately prior to such transaction, a holder of the number of shares of Invacare’s common stock equal to the number of shares of restricted stock or number of restricted stock units held by the Executive; and (v) subject to the last paragraph of this Section 1.4, the payments contemplated by Sections 1.3(b)(iii1.3(b) (iii) and (iv) shall be made at the same time as consideration is paid to the holders of Invacare’s common stock in connection with the Change of Control. Notwithstanding anything to the contrary in this Agreement, if the payment or benefit of any award constitutes a deferral of compensation under Code Section 409A, then to the extent necessary to comply with Code Section 409A, payment or delivery with respect to such award shall be made on the date of payment or delivery originally provided for such payment or benefit.

Post-CIC Entity Does Not Assume Equity Awards. If, upon the occurrence of a Change of Control, the Post-CIC Entity does not Assume all options to purchase shares of common stock of Invacare stockor its Affiliates, all shares of restricted stock, all restricted stock units or 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 and which remain outstanding as of the date of the Change of Control, and notwithstanding any other provision to the contrary contained in any award agreement, plan or arrangement, then: (i) any such options, shares of restricted stock, restricted stock units or performance shares or other equity or equity-based awards not Assumed by the Post-CIC Entity shall become fully vested and exercisable and any restrictions that apply to such awards shall lapse; (ii) any awards of restricted stock, restricted stock units or performance shares or other equity or equity-based awards that are subject to the attainment of performance goals and not Assumed by the Post-CIC Entity shall immediately vest and become immediately payable in accordance with their terms, subject to the last paragraph of this Section 1.4, as if all of the performance goals applicable to such awards had been achieved at their the target levels as of the date of the Change of Control; (iii) for each stock option not Assumed by the Post-CIC Entity, the Executive shall receive a payment equal to the difference between the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) received by holders of Invacare’s common stock in the Change of Control transaction and the exercise price of the applicable stock option, if such difference is positive. Such payment shall be made in the same form as the consideration received by holders of Invacare’s common stock. Any stock option with an exercise price that is higher than the per share consideration received by holders of Invacare’s common stock in connection with the Change of Control shall be cancelled for no additional consideration; (iv) with respect to any awards of restricted stock or restricted stock units or other equity or equity-based awards that are not Assumed by the Post-CIC Entity and are not subject to the attainment of performance goals, the Executive shall receive the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) that the Executive would have received in the Change of Control transaction had he or she the Executive been, immediately prior to such transaction, a holder of the number of shares of Invacare’s common stock equal to the number of shares of restricted stock or number of restricted stock units or other equity or equity-based awards held by the Executive; and (v) subject to the last paragraph of this Section 1.4, the payments contemplated by Sections 1.3(b)(iiiSection 1.4(b)(iii) and (ivSection 1.4(b)(iv) shall be made at the same time as consideration is paid to the holders of Invacare’s common stock in connection with the Change of Control. Notwithstanding anything to the contrary in this Agreement, if the payment or benefit of any award constitutes a deferral of compensation “nonqualified deferred compensation” under Code Section 409A, then to the extent necessary to comply with Code Section 409A, payment or delivery with respect to such award shall be made on the date of payment or delivery originally provided for such payment or benefit.

Post-CIC Entity Does Not Assume Equity Awards. If, upon the occurrence of a Change of Control, the Post-CIC Entity does not Assume all options to purchase shares of common stock of Invacare stockor its Affiliates, all shares of restricted stock, all restricted stock units or 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 and which remain outstanding as of the date of the Change of Control, and notwithstanding any other provision to the contrary contained in any award agreement, plan or arrangement, then: (i) any such options, shares of restricted stock, restricted stock units or performance shares or other equity or equity-based awards not Assumed by the Post-CIC Entity shall become fully vested and exercisable and any restrictions that apply to such awards shall lapse; (ii) any awards of restricted stock, restricted stock units or performance shares or other equity or equity-based awards that are subject to the attainment of performance goals and not Assumed by the Post-CIC Entity shall immediately vest and become immediately payable in accordance with their terms, subject to the last paragraph of this Section 1.42.6, as if all of the performance goals applicable to such awards had been achieved at their the target levels as of the date of the Change of Control; (iii) for each stock option not Assumed by the Post-CIC Entity, the Executive shall receive a payment equal to the difference between the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) received by holders of Invacare’s common stock in the Change of Control transaction and the exercise price of the applicable stock option, if such difference is positive. Such payment shall be made in the same form as the consideration received by holders of Invacare’s common stock. Any stock option with an exercise price that is higher than the per share consideration received by holders of Invacare’s common stock in connection with the Change of Control shall be cancelled for no additional consideration; (iv) with respect to any awards of restricted stock or restricted stock units or other equity or equity-based awards that are not Assumed by the Post-CIC Entity and are not subject to the attainment of performance goals, the Executive shall receive the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) that the Executive would have received in the Change of Control transaction had he or she the Executive been, immediately prior to such transaction, a holder of the number of shares of Invacare’s common stock equal to the number of shares of restricted stock or number of restricted stock units or other equity or equity-based awards held by the Executive; and (v) subject to the last paragraph of this Section 1.42.6, the payments contemplated by Sections 1.3(b)(iiiSection 2.6(b)(iii) and (ivSection 2.6(b)(iv) shall be made at the same time as consideration is paid to the holders of Invacare’s common stock in connection with the Change of Control. Notwithstanding anything to the contrary in this Agreement, if the payment or benefit of any award constitutes a deferral of compensation “nonqualified deferred compensation” under Code Section 409A, then to the extent necessary to comply with Code Section 409A, payment or delivery with respect to such award shall be made on the date of payment or delivery originally provided for such payment or benefit.