0001193125-11-046991 Sample Contracts

INVACARE CORPORATION FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • February 25th, 2011 • 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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AWARD AGREEMENT (Directors’ Discounted Stock Options)
Award Agreement • February 25th, 2011 • Invacare Corp • Orthopedic, prosthetic & surgical appliances & supplies

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 in lieu of some or all of the fees you would otherwise earn for services to be performed in calendar year 2011. 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.

AGREEMENT
Change of Control Agreement • February 25th, 2011 • Invacare Corp • Orthopedic, prosthetic & surgical appliances & supplies • Ohio

This AGREEMENT (“Agreement”), is made as of the 31st day of December, 2008, between INVACARE CORPORATION, an Ohio corporation (“Invacare”), and (the “Executive”).

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