Exhibit 10(ac)
[GRAPHIC OMITTED][GRAPHIC OMITTED]
AWARD AGREEMENT
(For Restricted Stock Award)
To: Number:
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(Name of Award Recipient)
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, a restricted award for _____ Invacare Common
Shares, no par value, at an award price of $0.0 per Share. This award 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 award is
granted for valuable future services to be rendered by you to Invacare
Corporation. Please acknowledge your acceptance of the terms of this award by
signing on the reverse side.
/s/ A. Xxxxxxx Xxxxx, III
____________________________________
A. Xxxxxxx Xxxxx, III
Chairman and Chief Executive Officer
________________________________________________________________________________
I. VESTING AND DELIVERY OF SHARES
You shall vest and will receive a certificate for the percentage of shares
indicated on the date shown opposite such percentage, rounded to the nearest
whole share:
Percentage of Award
Shares to be delivered
On the corresponding
Date indicated Date of Delivery of Shares
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Except as provided herein, the award will not vest, and you shall not receive a
certificate on each vesting date indicated above unless you are a current
employee of Invacare or a subsidiary on a continuous basis from the date hereof
through such vesting date.
II. TERM OF AWARD
Your award 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, in its sole
discretion (the "Committee"), (in which case you shall become a Retired
employee), you will forfeit any unvested shares you have not received as of the
date you terminate your employment. If you become a Retired employee, as
defined, you retain your rights pursuant to Paragraph I, until the award has
fully vested and you have received all of the shares pursuant to this award.
If you die while you are an employee or a Retired employee, your estate or
personal representative shall receive the award and be entitled to all remaining
award rights pursuant to Paragraph I, until the award has fully vested and your
estate or personal representative has received all of the remaining shares not
delivered to you as of the date of your death.
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 AWARD UNDER CERTAIN CIRCUMSTANCES
The Committee may cancel your award at any time, in which case you shall
forfeit any unvested shares as of the date of such cancellation, 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 continuance
of this award, 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. DIVIDENDS
You shall be entitled to all dividends with respect to all of the shares
comprising this award as of the date of the grant of this award, irrespective of
whether the shares have become vested. Such amount shall be paid to you and
treated appropriately for tax purposes.
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, the vesting
of this award will accelerate and you shall receive all shares not previously
vested and delivered to you.
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
award shall not be transferable other than by Will or the laws of descent and
distribution.
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, there shall
automatically be substituted for each Invacare common share subject to the
unvested portion of the award, the amount of cash or other securities or
property into which each outstanding Invacare Common Share shall be converted or
exchanged. 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 the award and/or amend the provisions of the Plan
and/or this Agreement (including, without limitation, accelerating the date on
which shares shall vest), 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 receipt of the shares awarded
hereunder, Invacare may make appropriate provision for tax withholding with
respect to the transactions contemplated by this Agreement.
XI. EXECUTION OF STOCK POWERS
Four stock certificates, each prepared in your name, shall be produced as
of the date of this award. Each certificate shall correspond to the number of
shares you shall receive on a specific vesting date pursuant to paragraph I, and
will be retained by Invacare until such vesting date. You agree that, as a
condition to your receipt of this award, that you will execute a blank stock
power to be referenced to and attached to each certificate, and you further
agree and understand that in the event you forfeit any unvested shares for any
reason as further described in this award, Invacare will use such stock power
you have exercised to transfer title of the certificate to Invacare Corporation.
Upon delivery of any certificate on the appropriate vesting date, the related
executed stock power shall also be delivered to you, or in the event of your
death, to your estate or personal representative.
ACCEPTANCE
The undersigned hereby accepts the terms of the restricted stock award granted
herein and acknowledges receipt of a copy of the Invacare Corporation 2003
Performance Plan.
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(Signature of Award Recipient) (Date)
