Exhibit (aa)
[GRAPHIC OMITTED][GRAPHIC OMITTED]
AWARD AGREEMENT
(For Non-Qualified Stock Option)
To: Number:
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(Name of Optionee)
Date of Grant:
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(Social Security Number)
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. 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.
/s/ A. Xxxxxxx Xxxxx, III
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A. Xxxxxxx Xxxxx, III
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
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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 a Director 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 a Director for any reason
other than death or retirement as defined by Invacare's Compensation Committee
(the "Committee"), (in which case you shall become a Retired Director), 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 a Director and which have
not been exercised. Upon your ceasing to be a Director, other than by Retirement
as defined by the Committee, such purchase rights shall in any event terminate
upon the earlier of (a) three (3) months [one (1) year if you ceased to be a
Director, because of a disability (as such term is defined in Section 72(m) (7)
of the Code)] after the date you ceased to be a Director, or (b) the last day of
the term of the option. If you become a Retired Director, as defined, you retain
your purchase rights pursuant to Paragraph I, until the option terminates
pursuant to Paragraph II.
(b) If you die while you are a Director, a Retired Director or within three
(3) months of your having ceased to be a Director, 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 Director 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 a subsidiary, your
unexercised purchase rights will terminate as of the time you committed such
act, as determined by the Committee.
III. TERMINATION OF OPTION UNDER CERTAIN CIRCUMSTANCES
The Committee may cancel your option at any time 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 exercise of
your option, 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. EXERCISE OF OPTION
The option may be exercised by delivering to the Invacare Finance
Department, at Invacare's principal office, a completed Notice of Exercise of
Option (obtainable from the Finance Department) setting forth the number of
shares with respect to which your option is being exercised. Such Notice shall
be accompanied by either payment in full for the shares, or the execution of a
cashless exercise in accordance with the procedures established by the
Committee.
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, you may
exercise your option with respect to all shares covered therein.
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
option shall not be transferable other than by Will or the laws of descent and
distribution, and your option may be exercised during your lifetime only by you
provided that a guardian or other legal representative, who has been duly
appointed may, except as otherwise provided in the Plan, exercise the option on
your behalf. Your personal representative shall act in your place with respect
to exercising the option or taking any other action pursuant to the Agreement.
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, (i) there shall
automatically be substituted for each Invacare common share subject to an
unexercised option, the amount of cash or other securities into which each
outstanding Invacare common share shall be converted or exchanged and (ii) the
option price per common share or unit of securities shall be increased or
decreased proportionally so that the aggregate purchase price for any securities
subject to the option shall remain the same as immediately prior to such event.
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 options and/or amend the provisions of the Plan and/or this Agreement
(including, without limitation, accelerating the date on which unexercised
options shall expire or terminate), 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 exercise of this Option, Invacare
may, if so required by tax regulations, make appropriate provision for tax
withholding with respect to the transactions contemplated by this Agreement.
ACCEPTANCE
The undersigned hereby accepts the terms of the stock option granted herein and
acknowledges receipt of a copy of the Invacare Corporation 2003 Performance
Plan.
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(Signature of Optionee) (Date)
