AWARD AGREEMENT (For Non-Qualified Stock Option) To: Number: (Name of Optionee) Date of Grant:
Exhibit 10(v)
[Missing
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 Director 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
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 based upon the exercise date(s) you have
elected as of the date of this grant and are attached to this option agreement,
or at such other dates as provided in Section II (b) or Section
V. However, no fractional shares may be purchased. Except
as provided herein, the option may not be exercised unless you are a Director
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 a Director 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
a
Director and which have not been exercised. Upon your ceasing to be a
Director, other than by Retirement as defined by Invacare’s Compensation
Committee (the “Committee”) (in which case you shall become a Retired Director),
such purchase rights shall in any event terminate upon the earlier of (a) three
(3) months [one (1) year if you ceased to be a Director, because of a disability
(as such term is defined in Section 72(m) (7) of the Code)] after the date
you
ceased to be a Director, or (b) the exercise date you have elected as of the
date of this grant. If you become
a Retired Director, as defined, you retain your purchase rights as
may exist pursuant to Paragraph I, as of the date you cease to be a Director
and
which have not been exercised, until the option terminates pursuant to Paragraph
II.
(b) If
you die while you are a Director, a Retired Director or
within
nine (9) months of your having ceased to be a Director, 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 Director in which case you shall have one (1) year
subsequent to your death; or (ii) the exercise date you have elected
as of the date of this grant.
(c) In
the event you cease to serve on the Board during the applicable period your
option shall be pro-rated for the percent of time served. If you do
not attend a meeting of the Board and would not have received a cash payment
for
such meeting, then your option grant shall be proportionately
reduced.
(d)
If permitted by law, in the event 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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If
permitted by law, 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. Such Notice shall be
accompanied by either payment in full for the shares, or
the execution of a cashless exercise in accordance with the procedures
established by the Committee.
V. CHANGE
IN
CONTROL
Upon a
change in control (as such term is defined in the Plan as in effect at the
time
of such event), 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, if so required by tax regulations, 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)