AWARD AGREEMENT (For Non-Qualified Stock Option) To: Number: (Name of Optionee) Date of Grant:
Exhibit 10(y)
[Missing
Graphic
Reference]
(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.
Xxxxxxx Xxxxx, III
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A.
Xxxxxxx Xxxxx, 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 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
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CERTAIN
CIRCUMSTANCES
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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 be transferable to (1) certain people or entities that you
designate, in accordance with and pursuant to procedures established by the
Committee, or by (2) Will or the laws of descent and distribution, and your
option may be exercised during your lifetime only by you, or such permitted
transferee under clause (1) of the preceding sentence, 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 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.
_________________________ ___________________
(Signature
of
Optionee)
(Date)
