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Exhibit 10(w)
[Missing Graphic Reference]
AWARD AGREEMENT
(For Restricted Stock Award)
To:
Number:
(Name of Award
Recipient)
Date of Grant:
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.
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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.
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
25%
25%
25%
25%
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, you will forfeit any
unvested shares you have not received as of the date you
terminate your employment.
If
you die while you are an 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 Invacare Compensation Committee (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.
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III.
TERMINATION OF AWARD UNDER
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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
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