[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 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.
Malachi Mixon, III
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A.
Malachi Mixon, 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
