AWARD AGREEMENT (For Non-Qualified Stock Option) To: Number: (Name of Optionee) Date of Grant:
Exhibit 10(z)
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Graphic
Reference]
AWARD
AGREEMENT
(For
Non-Qualified Stock
Option)
To:
Number:
(Name
of Optionee)
Date
of Grant:
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.
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/s/ A.
Xxxxxxx Xxxxx, III
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A.
Xxxxxxx Xxxxx, III
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Chairman
and Chief Executive Officer
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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
25%
50%
75%
100%
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, 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 Invacare’s
Compensation Committee (the “Committee”) (in which case you shall become a
Retired Employee), 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 as may exist pursuant to Paragraph
I as
of the date you cease to be an employee and which have not been exercised,
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.
III. TERMINATION
OF OPTION UNDER
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CERTAIN
CIRCUMSTANCES
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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. The option may
be exercised only on a full cashless exercise basis, meaning that you must
simultaneously exercise the option and sell the shares, using the proceeds
from
such sale to pay the purchase price and any applicable income taxes or other
taxes, and receive the remaining proceeds, if any, in cash.
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 not be transferable other than by Will or the laws of descent
and
distribution, and your option may be exercised during your lifetime only by
you,
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.
_________________________ ___________________
(Signature
of
Optionee)
(Date)
