AWARD AGREEMENT (For Restricted Stock Award) To: Number: (Name of Award Recipient)
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.
▇▇▇▇▇▇▇ ▇▇▇▇▇, III
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A.
▇▇▇▇▇▇▇ ▇▇▇▇▇, 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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CERTAIN
CIRCUMSTANCES
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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 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 continuance of this
award, 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. DIVIDENDS
You
shall be entitled to all dividends with respect to all of the shares
comprising this award as of the date of the grant of this award, irrespective
of
whether the shares have become vested. Such amount shall be paid to
you and treated appropriately for tax purposes.
V. CHANGE
IN
CONTROL
Upon a
change in control (as such term is defined in the Plan), unless and to the
extent otherwise determined by Invacare's Board of Directors, the vesting of
this award will accelerate and you shall receive all shares not previously
vested and delivered to you.
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
award shall not be transferable other than by Will or the laws of
descent and distribution.
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, there shall
automatically be substituted for each Invacare common share subject to the
unvested portion of the award, the amount of cash or other securities or
property into which each outstanding Invacare Common Share shall be converted
or
exchanged. 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 the award and/or amend the provisions of the Plan
and/or this Agreement (including, without limitation, accelerating the date
on
which shares shall vest), 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 receipt of the shares awarded
hereunder, Invacare may make appropriate provision for tax
withholding with respect to the transactions contemplated by this
Agreement.
XI. EXECUTION
OF STOCK
POWERS
Four
stock certificates, each prepared in your name, shall be produced as of the
date
of this award. Each certificate shall correspond to the number of
shares you shall receive on a specific vesting date pursuant to paragraph I,
and
will be retained by Invacare until such vesting date. You agree that,
as a condition to your receipt of this award, that you will execute a blank
stock power to be referenced to and attached to each certificate, and
you further agree and understand that in the event you forfeit any unvested
shares for any reason as further described in this award, Invacare will use
such
stock power you have exercised to transfer title of the certificate to Invacare
Corporation. Upon delivery of any certificate on the appropriate
vesting date, the related executed stock power shall also be delivered to you,
or in the event of your death, to your estate or personal representative.
ACCEPTANCE
The
undersigned hereby accepts the terms of the restricted stock award granted
herein and acknowledges receipt of a copy of the Invacare Corporation 2003
Performance Plan.
_________________________ ___________________
(Signature
of Award
Recipient)
(Date)