0000742112-12-000012 Sample Contracts

INVACARE CORPORATION FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • February 27th, 2012 • Invacare Corp • Orthopedic, prosthetic & surgical appliances & supplies • Ohio

THIS AGREEMENT is made as of the day of , 20 , by and between INVACARE CORPORATION, an Ohio corporation (the “Corporation”), and (“Indemnitee”), a Director and an Officer of the Corporation.

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2012 • Invacare Corp • Orthopedic, prosthetic & surgical appliances & supplies

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of November 22, 2011 by and among INVACARE CORPORATION, an Ohio corporation (the "Company"), the other Borrowers party hereto, the Guarantors party hereto, the Lenders (as defined in the Credit Agreement, defined herein) and PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as administrative agent (the "Administrative Agent").

AWARD AGREEMENT - EMPLOYEES
Award Agreement • February 27th, 2012 • Invacare Corp • Orthopedic, prosthetic & surgical appliances & supplies

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 $0.00 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.

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