(3)	Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of the transaction:

(5)	Total fee paid:

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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1.	To elect eight Directors for a one-year term expiring in 2020;

2.	To approve and adopt Amendment No. 1 to the Invacare Corporation 2018 Equity Compensation Plan;

3.	To approve the issuance of common shares upon the conversion of outstanding Convertible Senior Notes;

4.	To approve and adopt an amendment to the Company’s Second Amended and Restated Articles of Incorporation to increase the authorized common shares;

5.	To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2019 fiscal year;

6.	To hold an advisory vote to approve the compensation of the Company's named executive officers; and

7.	To transact any other business as may properly come before the Annual Meeting.

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•	Globally, we continue to evaluate and take actions for all business segments and product lines based on the profit potential and ability to achieve a leading market position, and take actions to lower costs and simplify how the Company transacts with customers;

•	In Europe, we are leveraging centralized innovation and supply chain capabilities while reducing the cost and complexity of a legacy infrastructure;

•	In North America, we will adjust the portfolio to consistently grow profitability amid cost increases by adding new products, reducing costs and continuing to improve our customers' experience;

•	In Asia/Pacific, we remain focused on sustainable growth and expansion in southeast Asia; and

•	Finally, we are taking actions globally to reduce working capital and improve free cash flow.

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•	A substantial portion of the named executive officers’ total compensation is “at risk” based on performance goals.

•	We utilize both long-term and short-term awards, comprised of long-term equity-based awards and an annual cash bonus award.

•	A significant percentage of long-term incentive awards are performance based.

•

The key metrics for our annual cash bonus awards were the requirement to achieve a threshold of Free Cash Flow, which is an important indicator of the Company's overall financial performance, after which an Adjusted Operating Income metric was evaluated, which is an important measure of operating performance. Combined, these metrics formed a compelling incentive to achieve good financial performance with appropriate stewardship.

•	A key metric for performance share awards in 2018 was Average Gross Profit Percentage, which is a leading indicator of our transformation and represents a strategic shift in focus to higher margin, clinically complex products, along with a composite of other factors that reflected the overall relative improvement of shareholder value.

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•	“For” the election of the eight Director nominees for a one-year term expiring in 2020;

•	“For” the approval and adoption of Amendment No. 1 to the Invacare Corporation 2018 Equity Compensation Plan;

•	“For” the approval of the issuance of common shares upon the conversion of outstanding Convertible Senior Notes;

•	“For” the approval and adoption of an amendment to the Company’s Second Amended and Restated Articles of Incorporation to increase the authorized common shares;

•	“For” the ratification of the appointment of Ernst & Young LLP as the Company's independent

•	“For” the approval of the compensation of the named executive officers.

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•	responsibilities and functions of the Board of Directors, such as meeting, orientation and continuing education guidelines;

•	the composition of the Board, including Director independence and other qualification requirements;

•	responsibilities of the Chairman of the Board, the Chief Executive Officer and the Lead Independent Director;

•	the establishment and functioning of Board committees;

•	executive sessions of non-management Directors;

•	Chief Executive Officer succession planning;

•	Board access to management, and evaluation of the Chief Executive Officer;

•	communication and interaction by the Board with shareholders and other interested parties;

•	share ownership guidelines for Directors and executive officers;

•	engagement by an independent committee of the Board with shareholder proponents following a majority vote on a shareholder proposal; and

•	periodic self-assessment by the Board and each Board committee.

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•	The name and contact information for the candidate;

•	A brief biographical description of the candidate, including his or her employment for at least the last five years, educational history, and a statement that describes the candidate's qualifications to serve as a Director;

•	A statement describing any relationship between the candidate and the nominating shareholder, and between the candidate and any employee, Director, customer, supplier, vendor or competitor of Invacare; and

•	The candidate's signed consent to be a candidate and to serve as a Director if nominated and elected, including being named in Invacare's proxy statement.

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•	The Director's value to the Board; and

•	Whether the Director's re-election would be consistent with Invacare's governance guidelines.

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(1)

The values reported in this column represent the dollar amount of expense, calculated in accordance with ASC 718, Compensation - Stock Compensation, to be recognized for financial statement purposes over the respective vesting periods with respect to all restricted stock units awarded to each Director during 2018. These time-based restricted stock units were granted pursuant to the Invacare Corporation 2013 Equity Compensation Plan (the "2013 Equity Plan"), and vest in full on May 15, 2019, except for the awards to Ms. Danielsohn-Weil and Ms. Ferguson, which were granted pursuant to the 2018 Equity Plan and which vest in full on August 15, 2019. For a description of the assumptions made in computing the values reported in this column, see “Equity Compensation” in the Notes to Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

(2)	Annual $60,000 retainer earned and a $10,000 pro-rata fee for her service as Chair of the Regulatory and Compliance Committee.

(3)	The fees earned by Ms. Bodem in 2018 include a pro-rata portion of the $60,000 annual retainer.

(4)	The fees earned by Ms. Danielsohn-Weil are a pro-rata portion of the $60,000 annual retainer.

(5)	The fees earned by Ms. Ferguson are a pro-rata portion of the $60,000 annual retainer.

(6)	Annual retainer $60,000 earned.

(7)	The fees earned by Dr. Harris include a $60,000 retainer, a $20,000 additional fee for his service as Lead Independent Director and an $10,000 fee for his service as Chair of the Nominating and Governance Committee.

(8)	The fees earned by Mr. Merriman include a $16,250 pro-rata portion of the annual retainer and a $15,000 fee for his service as Chair of the Audit Committee.

(9)	The fees earned by Mr. Nastas represent a $60,000 retainer, a $15,000 aggregate fee for his partial-year service as Chair of the Regulatory and Compliance Committee and Chair of the Audit Committee.

(10)	The fees earned by Mr. Shah represent a $60,000 retainer and a $15,000 fee for his service as Chair of the Compensation and Management Development Committee.

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(1)	The restricted stock unit award vests in full on May 15, 2019 after a one-year "cliff" vesting period.

(2)	The restricted stock unit award vests in full on August 15, 2019 after a one-year "cliff" vesting period.

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•	4,800,000 shares; plus

•	any shares remaining for issuance under the Invacare Corporation 2013 Equity Compensation Plan (the “2013 Equity Plan”) at the time of approval of the 2018 Equity Plan by shareholders; plus

•	any shares covered by an award under the 2018 Equity Plan, the 2013 Equity Plan or the Invacare Corporation Amended and Restated 2003 Performance Plan (the “2003 Equity Plan”) that are forfeited or remain unpurchased or undistributed upon termination or expiration of the award.

•	each common share underlying an award of stock options or SARs will count against the number of total shares available under the 2018 Equity Plan as one share; and

•	each common share underlying any award other than a stock option or a SAR will count against the number of total shares available under the 2018 Equity Plan as two shares.

•	no participant will be granted stock options or SARs for more than 1,500,000 common shares, in the aggregate, during any calendar year;

•	no participant will be granted awards of restricted stock, restricted stock units or performance shares for more than 1,500,000 common shares, in the aggregate, during any calendar year;

•	no nonemployee director will be granted awards of restricted stock, restricted stock units or performance shares for more than 300,000 common shares, in the aggregate, during any calendar year;

•	no participant will receive any awards payable in cash that have an aggregate maximum value as of their respective grant dates in excess of $7,500,000 during any calendar year; and

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•	no nonemployee director will receive any awards payable in cash that have an aggregate maximum value as of their respective grant dates in excess of $2,000,000 during any calendar year.

•	33,807,735 of the Company's common shares outstanding;

•

1,873,454 stock options granted under the Company’s equity compensation plans (and no SARs) outstanding with an average exercise price of $18.76 and average remaining term of 3.6 years, 531,160 of which are performance-based stock options with an average exercise price of $12.15 and average remaining term of 8.0 years and 1,342,294 of which are stock options with an average exercise price of $21.38 and average remaining term of 1.8 years;

•

a total of 2,431,063 full-value awards granted under the Company’s equity compensation plans outstanding, 1,027,741 of which are time-based restricted stock awards that are included in the number of the Company's common shares outstanding, 378,291 of which are time-based restricted stock unit awards, 923,960 of which are performance-based share awards and 101,071 of which are performance-based share units; and

•	991,864 common shares remaining available for issuance under the 2018 Equity Plan, including common shares that were forfeited or remained unpurchased or undistributed upon termination or expiration of awards under the 2013 Equity Plan and the 2003 Equity Plan, that are now available for issuance under the 2018 Equity Plan.

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•	with respect to awards to persons covered by Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or

•	in a way that would jeopardize the 2018 Equity Plan's satisfaction of Rule 16b-3 of the Exchange Act.

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(1)

Represents shares available under the Invacare Corporation 2018 Equity Compensation Plan. This amount reflects (i) an aggregate of 2,358,070 shares underlying restricted share and restricted share unit awards outstanding at December 31, 2018 and (ii) an aggregate of 1,823,432 shares underlying performance share and performance share unit awards outstanding at December 31, 2018, which amount, for purposes of this table, assumes achievement of maximum targets for performance share awards, even though the actual payout under such awards may be less than maximum. Performance share and share unit and restricted share and share unit awards granted under the 2018 Equity Plan and 2013 Equity Plan reduce the number of securities remaining at a rate of 2 shares for each full value share awarded. In addition, an aggregate of 39,005 shares underlie awards outstanding under the 2003 Performance Plan at December 31, 2018. Shares underlying awards outstanding under the 2013 Equity Plan and 2003 Equity Plan may become available under the 2018 Equity Plan to the extent such awards are forfeited or expire unexercised.

(2)	Represents phantom share units in the DC Plus Plan or a predecessor plan, which were allocated to participants' accounts at their discretion as their investment choice.

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•	reduced availability of cash for the Company’s operations and other business activities;

•	competitive disadvantages, if the Company does not have sufficient cash to drive product innovation or fund other business initiatives;

•	adverse customer reaction to the Company’s financial condition; and

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•	inability to comply with covenants in, and potential for default under, the Company’s debt instruments.

•	If all Notes are converted with a daily settlement value of $17.50, the Company would pay $150 million in cash to settle the 2021 Notes and $120 million in cash to settle the 2022 Notes, or

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•	Similarly, if such a conversion was settled by the Company solely in cash, the Company would pay an aggregate of $270 million in cash to settle the Notes, and no common shares would be issued.

•	If all Notes are converted with a daily settlement value of $25.00, the Company would pay $150 million in cash to settle the 2021 Notes and $120 million in cash to settle the 2022 Notes, or $270 million in the aggregate, and approximately 2.0 million net additional common shares would be outstanding following the transactions (approximately 6% net dilution);

•	By contrast, if such a conversion was settled by the Company solely in cash, no additional shares would be issued, but the Company would pay an aggregate of $319 million, or an additional $49 million, in cash;

•	If all Notes are converted with a daily settlement value of $30.00, the Company would pay $150 million in cash to settle the 2021 Notes and $120 million in cash to settle the 2022 Notes, or $270 million in the aggregate, and approximately 4.4 million net additional common shares would be outstanding following the transactions (approximately 13% net dilution); and

•	By contrast, if such a conversion was settled by the Company solely in cash, no additional shares would be issued, but the Company would pay an aggregate of $401 million, or an additional $131 million, in cash.

•	The acquisition of beneficial ownership of more than 50% of the company’s voting power by a person or group other than the company;

•	The consummation of certain recapitalization, reclassification, consolidation or merger transactions, sales of all or substantially all of the Company’s assets, or similar transactions that result in a change of control of the Company;

•	Shareholder approval of any plan of liquidation or dissolution of the Company; or

•	The Company common shares cease to be listed or quoted on the NYSE or Nasdaq.

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(1)

during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s common shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than 130% of the conversion price applicable to such Notes on each applicable trading day;

(2)	during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the applicable Notes for each trading day of such ten consecutive trading day period was less than 98% of the product of the last reported sale price of the Company’s common shares and the conversion rate applicable to such Notes on each such trading day; or

(3)	upon the occurrence of specified corporate events.

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•	the integrity of the Company's financial statements;

•	the Company's enterprise risk management process;

•	the independence, performance and qualifications of the Company's internal auditors and independent registered public accounting firm; and

•	the Company's compliance with legal and regulatory requirements related to the Company's financial statements and accounting policies.

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•	Pay for Performance: Approximately 45-65% of each named executive officer’s target annual compensation is tied to corporate performance.

•	Annual Say-on-Pay Vote: We conduct an annual Say-on-Pay advisory vote by our shareholders. At our 2018 Annual Meeting, approximately 92% of the votes cast on the Say-on-Pay proposal were in favor of the 2017 compensation of our named executive officers.

•	Clawback Policy: We have a policy that allows our Board to require repayment to the Company of any incentive compensation paid to our executive officers if and to the extent that the financial results on which the compensation was based are restated due to the fraud or intentional misconduct of the executive officer.

•

Short-Term and Long-Term Incentives: Our annual and long-term plans provide a balance of cash- and equity-based incentives that generally reflect market median practices of our peers and other companies of our size. We use different performance metrics for our annual and long-term plan awards tied to business objectives over the respective periods. Historically, payouts under our awards have reflected our performance compared to those objectives.

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•	Independent Compensation Consultant: The Compensation Committee engages a compensation consultant, who is independent of the Company and management.

•	Stock Ownership Guidelines: To further align to the interests of shareholders, we have significant stock ownership guidelines, which require our Chief Executive Officer to hold five times and our other named executive officers to hold two times their respective annual base salaries in Company shares.

•	Limited Perquisites and Related Tax Gross-Ups: We provide limited perquisites and no related tax gross-ups.

•	Double-Trigger Change of Control Arrangements: Our change of control and equity award agreements generally require a qualifying termination of employment in addition to a change of control before change of control benefits or accelerated equity vesting are triggered.

•

Mitigate Inappropriate Risk Taking: In addition to our clawback policy, stock ownership guidelines and prohibition of hedging, we structure our compensation program in an effort to minimize inappropriate risk taking by our executive officers and other employees, including using multiple performance metrics that are different for our annual and long-term incentive plans and multi-year performance periods and capping our annual incentive bonus plan and performance share awards.

•	Gross-ups for Excise Taxes in New Agreements: Our change of control agreements with our CEO and our other named executive officers appointed after 2011 do not contain a gross-up for excise taxes that may be imposed as a result of severance or other payments deemed made in connection with a change of control.

•	Reprice Stock Options: Our equity incentive plan prohibits the repricing of stock options and stock appreciation rights without prior shareholder approval.

•	Hedging and Pledging: Our insider trading policy prohibits all key personnel and Directors from hedging or pledging their economic interest in the Company common shares they hold.

•	Dividend Equivalents: Our equity compensation plan provides that holders of equity awards will be entitled to receive cash dividends on shares only after they vest.

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•	For 2018, 63.4% of our Chief Executive Officer’s target compensation was performance-based and 48.0% of the average of our other named executive officers’ target compensation was performance-based.

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Each named executive officer’s performance-based compensation comprises an annual cash bonus opportunity and a long-term equity incentive award consisting of performance shares and restricted stock. For the annual cash bonus, the target award is established at the beginning of the fiscal year and the actual award is determined based on performance against pre-established goals. Performance shares provide the opportunity for vesting at the end of the three-year performance period if pre-established financial goals are met. Time-based restricted stock enhances our ability to retain executives and provides value based on the Company’s stock price performance. In determining the mix of performance shares and time-based restricted stock, substantially greater emphasis was placed on performance shares to further motivate executives to pursue goals associated with the Company’s transformation.

•	Cash Bonus: For 2018, Adjusted Operating Income and Free Cash Flow were the key metrics for our annual cash bonus awards. These metrics are described below under the heading “Corporate Goals and Results for 2018.” Actual performance for Free Cash Flow was below the established threshold for payment, which resulted in no cash bonus payouts to named executive officers.

•

Long-Term Incentive: Vesting of the awards is based on two mechanisms. First, the program is funded at a maximum level of 150% of target if an initial financial performance threshold is equaled or exceeded at the end of the three-year performance period (2018-2020) applicable to the awards. Second, at the end of the period, key financial and nonfinancial measurement areas that the Compensation Committee, with input from management, deems important indicators of the progress of the Company’s transformation will be used to determine if all, some or none of the maximum awards will actually be earned. Average Gross Margin was established as the initial financial performance metric for our performance-based long-term awards in 2018. Our 2018 Gross Margin was above the average target level established for the end of the 2018-2020 period but must be sustained for 2019 and 2020 in order for awards to be funded.

•

The performance shares previously awarded in 2016 completed their three-year performance period on December 31, 2018. Similar to the 2018 awards described above, performance shares earned pursuant to the 2016 awards were based on an Average Gross Margin target for the three-year performance period that funded the awards at 150% of target, subject to reduction by the Compensation Committee based on its evaluation of the Company’s progress in its transformation. As described below under the heading “Results of Performance Shares Granted in 2016,” the Company’s Average Gross Margin performance exceeded the threshold for vesting, and, after the Compensation Committee evaluated the Company’s progress in key financial and nonfinancial measurement areas, it determined to reduce the amount of performance shares that were earned under these awards from 150% of target to 75% of target.

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•	reward its executives for leading improvements that contribute to shareholder value with sustained financial and operating performance and leadership excellence;

•	align the executives’ interests with those of the Company’s shareholders;

•	enable the Company to attract needed talent in key positions; and

•	encourage executives to remain with the Company and continue making significant long-term contributions.

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•	The Company’s achievement of a minimum annual Free Cash Flow goal was a prerequisite to the payout of any bonus; and

•	If the Free Cash Flow goal was met, the amount of the bonus paid would be determined by the Company’s achievement of certain Adjusted Operating Income goals.

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•	Chief Executive Officer - five times base salary

•	Chief Financial Officer - two times base salary

•	Other Executive Officers - two times base salary

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(1)

Ms. Leneghan was appointed Senior Vice President and Chief Financial Officer on February 22, 2018, after having served as Interim Chief Financial Officer since November 2017. As a result of her appointment as Senior Vice President and Chief Financial Officer, Ms. Leneghan's annual salary was increased to $395,000 per year and her target bonus percentage was increased to 65% of her annual salary. In addition, she was awarded an initial equity grant on February 22, 2018 of 7,500 shares of restricted stock under the Company’s 2013 Equity Compensation Plan.

(2)	Ms. Leneghan earned a bonus of $9,000 per month while serving as Interim CFO for January and half of February 2018.

(3)	Ms. Leneghan earned a bonus of $9,000 per month while serving as Interim CFO for November and December 2017.

(4)	Mr. Childers deferred $2,558 during 2017 into the DC Plus Plan.

(5)

The values reported in this column represent the aggregate grant date fair value, calculated in accordance with ASC 718, Compensation - Stock Compensation, of all restricted stock and performance share awards awarded to each officer during the fiscal year. The value of performance share awards was estimated, as of the grant date, assuming that achievement of the performance targets would be 150% of target; however, the Compensation Committee retained discretion to reduce payouts under the awards if it deems appropriate, based on the actual performance over the three-year period and progress towards the transformation. For a description of the assumptions made in computing the values reported in this column, see Equity Compensation in the Notes to Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

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(6)	There were no changes in the present value of the accumulated benefit obligations to any named executive officer who participated in the SERP in 2018, 2017 or 2016. No above market or preferential earnings on nonqualified deferred compensation were earned by any named executive officer in 2018, 2017 or 2016.

(7)

Compensation reported in this column includes (i) the value of Company contributions made in each fiscal year on behalf of the officer to the Invacare Retirement Savings Plan or Swiss Retirement Plan (in the case of Mr. Ledda) and the DC Plus Plan; (ii) in the case of Mr. Monaghan and Ms. Leneghan, amounts paid for life insurance premiums; (iii) in the case of Mr. Ledda and Ms. Leneghan, amounts paid for car allowances, (iv) in the case of Messrs. Monaghan, Childers and Ledda and Ms. Karol, amounts for relocation and (v) the incremental cost to the Company of perquisites provided by the Company, which include: an annual physical exam and health screening. Perquisites are valued on the basis of the aggregate incremental cost to the Company of providing the perquisite to the applicable officer.

(8)

Other compensation for Mr. Monaghan includes (i) in 2018, $34,310 paid by the Company for life insurance premiums, $12,371 contributed by the Company to the DC Plus Plan, $7,481 contributed by the Company to the Invacare Retirement Savings Plan; (ii) in 2017, $34,310 paid by the Company for life insurance premiums, $8,100 contributed by the Company to the Invacare Retirement Savings Plan and $6,738 contributed by the Company to the DC Plus Plan; and (iii) in 2016, $34,310 paid by the Company for life insurance premiums, $33,705 paid by the Company for relocation, $7,950 contributed by the Company to the Invacare Retirement Savings Plan and $8,713 contributed by the Company to the DC Plus Plan.

(9)

Other compensation for Ms. Leneghan includes (i) in 2018, $9,486 paid by the Company for life insurance premiums, $8,752 contributed by the Company to the Invacare Retirement Savings Plan,$1,752 contributed by the Company to the DC Plus Plan and $1,500 paid for car allowances and (ii) in 2017, $12,000 paid for car allowances, $9,086 paid by the Company for life insurance premiums, $7,388 contributed by the Company to the Invacare Retirement Savings Plan and $633 contributed by the Company to the DC Plus Plan.

(10)

Other compensation for Mr. Childers includes (i) in 2018, $116,205 paid by the company under Mr. Childer's Separation Agreement, $8,224 contributed by the Company to the Invacare Retirement Savings Plan and $996 contributed by the Company to the DC Plus Plan; (ii) in 2017, $8,100 contributed by the Company to the Invacare Retirement Savings Plan and $1,482 contributed by the Company to the DC Plus Plan; and (iii) in 2016, $9,568 paid by the Company for relocation, $7,950 contributed by the Company to the Invacare Retirement Savings Plan and $2,936 contributed by the Company to the DC Plus Plan.

(11)	Other compensation for Ms. Karol includes (i) in 2018, $66,655 paid by the company for relocation and $258 contributed by the Company to the Invacare Retirement Savings Plan.

(12)

Other compensation for Mr. LaPlaca includes (i) in 2018, $8,250 contributed by the Company to the Invacare Retirement Savings Plan and $4,175 contributed by the Company to the DC Plus Plan; (ii) in 2017, $7,724 contributed by the Company to the Invacare Retirement Savings Plan and $1,977 contributed by the Company to the DC Plus Plan; and (iii) in 2016, $7,950 contributed by the Company to the Invacare Retirement Savings Plan and $4,216 contributed by the Company to the DC Plus Plan.

(13)	Other compensation for Mr. Ledda includes (1) in 2018, $32,260 contributed by the Company to the Swiss Retirement Plan and $7,472 as a car allowance and (ii) in 2017, $33,324 for relocation, $31,374 contributed by the Company to the Swiss Retirement Plan and $6,900 as a car allowance.

(14)	Ms. Karol was appointed Senior Vice President, Human Resources on June 4, 2018. Her salary amount reflects her partial year of service to the company based on an annual salary of $310,000 per year. In addition, she was awarded an initial equity grant on June 11, 2018 of 5,000 shares of restricted stock under the company's 2018 Equity Compensation Plan.

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(1)	Time-Based Restricted Shares granted pursuant to the Invacare Corporation 2013 Equity Compensation Plan (the “2013 Equity Plan”). These shares are scheduled to vest in one-third installments on each of May 15, 2019, May 15, 2020 and May 15, 2021, respectively.

(2)	Performance Share Awards granted under the 2013 Equity Plan. These performance shares are scheduled to vest on December 31, 2020 based on and subject to achieving performance targets. See the Long-Term Incentive Compensation discussion in Compensation Discussion and Analysis above for a description of the terms of these awards.

(3)

Meeting or exceeding the initial performance goal will fund the performance share awards at 150% and the performance options at 100% of target which is reflected as the maximum number of shares which could be earned; however, the Compensation Committee retained discretion to reduce payouts under the awards if it deems it to be appropriate, based on actual performance over the three-year period and progress towards the transformation.

(4)

On March 16, 2018, the Compensation Committee established performance goals under the Executive Incentive Bonus Plan for the purpose of providing financial incentives for 2018 to certain key employees, including the named executive officers. As Mr. Childers ceased being employed during 2018, he was not eligible for this payment. Ms. Karol became eligible for the plan upon joining the Company. See the Annual Cash Incentive discussion in Compensation Discussion and Analysis above for a description of the terms of these awards.

(5)	Time-Based Restricted Shares granted pursuant to the 2013 Equity Plan and the 2018 Equity Plan to Ms. Leneghan and Ms. Karol, respectively, and scheduled to vest in full on May 15, 2021.

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(1)	The restricted share award vests in equal annual installments over three years with first vesting on May 15, 2017.

(2)

The performance share award has a three-year performance period with payout based on achievement of certain performance goals. The number of shares earned was determined following the end of the performance period, December 31, 2018. The number of shares disclosed is based on achievement of 75% of target, which represents the actual payout earned under the award as determined by the Compensation Committee on February 20, 2019. See description in Results of Performance Shares Granted in 2016 in “Long-Term Incentive Compensation (Equity)” of “Fiscal Year 2018 Compensation”.

(3)

The performance option award has a three-year performance period with vesting dependent upon achievement of certain performance goals. The number of shares vested will be determined following the end of the performance period, December 31, 2019. The number of shares disclosed is based on achievement of 100% of target; and, in accordance with Item 402(f)(2) of Regulation S-K, the number of shares disclosed is based on the achievement of threshold performance, assuming vesting of 100% of the target number of shares, as threshold performance is equal to target performance. See description Results of Performance Shares and Performance Options Granted in 2017 in "Long-Term Incentive Compensation (Equity)" of "Fiscal Year 2018 Compensation."

(4)

The performance share award has a three-year performance period with payout based on achievement of certain performance goals. The number of shares earned will be determined following the end of the performance period, December 31, 2019. The number of shares disclosed is based on achievement of 150% of target; and, in accordance with Item 402(f)(2) of Regulation S-K, the market value as of December 31, 2018 is based on the achievement of threshold performance, assuming a payout of 150% of the target number of shares, as threshold performance is equal to maximum performance. See description of Results of Performance Shares and Performance Shares Granted in 2017 in "Long-Term Incentive Compensation (Equity)" of "Fiscal Year 2018 Compensation."

(5)	The restricted share award vests in equal annual installments over three years with first vesting on May 15, 2018.

(6)

The performance share award has a three-year performance period with payout based on achievement of certain performance goals. The number of shares earned will be determined following the end of the performance period, December 31, 2020. The number of shares disclosed is based on achievement of 150% of target; and, in accordance with Item 402(f)(2) of Regulation S-K, the market value as of December 31, 2019 is based on the achievement of threshold performance, assuming a payout of 150% of the target number of shares, as threshold performance is equal to maximum performance. See description of Performance Shares Granted in 2018 in "Long-Term Incentive Compensation (Equity)" of "Fiscal Year 2018 Compensation."

(7)	The restricted share award vests in equal annual installments over three years with first vesting on May 15, 2019.

(8)	The restricted share award vests in full on November 15, 2021 after a three-year "cliff" vesting period.

(9)	The restricted share award vests in full on November 15, 2019 after a three-year "cliff" vesting period.

(10)	The restricted share award vests in full on August 15, 2021 after a three-year "cliff" vesting period.

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(1)	The SERP is the Company's Supplemental Executive Retirement Plan, as amended and restated into a cash balance plan which is intended to work in tandem with the original plan to operate effectively as one plan, as further described below under Supplemental Executive Retirement Plan (collectively, the “SERP”).

(2)	This column presents the actuarial present value of the officer's accumulated benefit under the SERP, computed as of the same pension plan measurement date used for financial statement reporting purposes. For purposes of this calculation, the officer is assumed to have worked until his normal retirement age as defined in the SERP, which is the attainment of age 65.

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(1)	The amounts reported in this column represent the portion of the officer's salary and/or bonus, as reported in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table, that was deferred into the plan.

(2)	The amounts reported in this column have been included in the “All Other Compensation” column of the Summary Compensation Table, as described in footnotes to that table.

(3)

No portion of the amounts reported in this column that represent accrued interest has been included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table, since none of the amounts reported in this column represent above-market or preferential interest or earnings accrued on the applicable plan. Please see the discussion below under DC Plus Plan for a description of how earnings under the plan are calculated.

(4)	Forfeiture upon termination.

(5)	Other than Company contributions (and the earnings thereon) made by the Company on behalf of each named executive officer, the account balances shown in this column are solely attributable to deferrals by the named executive officers of previously earned compensation and the earnings on these amounts.

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•	a lump sum amount equal to two times the sum of (a) his or her highest annual base salary paid by the Company since the effective date of the agreement; and (y) the average of the annual bonuses earned by him or her with respect to the three fiscal years preceding the change of control;

•	a lump sum amount equal to 24 times the current monthly COBRA premium rate in effect as of the termination date;

•	immediate vesting of his or her rights under the DC Plus Plan;

•	accelerated vesting of all outstanding unvested stock options and restricted stock; and

•	accelerated vesting of all outstanding performance share awards, as if all applicable performance goals had been achieved at their target levels as of the termination date.

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•	a lump sum amount equal to two times Mr. LaPlaca's Base Compensation;

•	a lump sum amount equal to three times the greatest contribution made by the Company to each of the Invacare Retirement Savings Plan and the DC Plus Plan on behalf of Mr. LaPlaca for any year in the three years prior to the change of control, as well as a lump sum payment equal to the unvested portion of Mr. LaPlaca's account under the Invacare Retirement Savings Plan;

•	a lump sum amount equal to the sum of the contributions and interest that were scheduled under Mr. LaPlaca's participation agreement under the SERP to be added to Mr. LaPlaca's account under the SERP during the three-year period immediately following the date of termination of employment if Mr. LaPlaca had continued to be employed by the Company for three years after termination of employment;

•	continuing coverage under the Company's health, life and disability insurance programs (including those available only to executives and those generally available to employees of the Company) for three years after termination of employment; and

•	a lump sum payment as necessary to “gross up,” on an after-tax basis, Mr. LaPlaca's compensation for all excise taxes and any penalties and interest imposed by Sections 4999 and 409A of the Code.

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(1)

For Messrs. Monaghan and Ledda, Ms. Leneghan and Ms. Karol, this amount is composed of a lump sum amount equal to two times the sum of (a) his or her highest annual base salary paid by the Company since the effective date of the agreement, (which is $807,654 for Mr. Monaghan, $412,560 for Mr. Ledda and $395,000 for Ms. Leneghan and $310,000 for Ms. Karol); and (y) the average of the annual bonuses earned by him or her with respect to the three fiscal years preceding the change of control, (which is $292,936 for Mr. Monaghan, $102,963 for Mr. Ledda and $80,035 for Ms. Leneghan and $0 for Ms. Karol). For Mr. LaPlaca, this amount is comprised of (i) a lump sum amount equal to his retention payment (which is equal to his Base Compensation) plus an additional amount which, together, equal three times the total of his Base Compensation and target bonus (which is $2,199,246); (ii) a lump sum amount equal to three times the greatest contribution made by the Company on behalf of him for any year in the three years prior to the change of control to (A) the Invacare Retirement Savings Plan (which is $24,750), and (B) the DC Plus Plan (which is $12,525), and (iii) a lump sum amount equal to the sum of the contributions and credited interest which were scheduled under his SERP participation agreement to be added to his account under the SERP during the three year period following the change of control if he had continued in the employ of the Company through the third anniversary of the change of control (which is $516,119).

(2)

For Messrs. Monaghan and Ledda, Ms. Leneghan and Ms. Karol, this amount is equal to 24 times the monthly COBRA premium rate in effect on December 31, 2018. For Mr. LaPlaca, this amount represents the present value of continuing coverage under the Company's health, life and disability insurance programs (including those available only to executives and those generally available to employees of the Company) for three years following the date of termination.

(3)	These awards would become vested and the amounts shown represent the present value of the acceleration of vesting. Stock option values would be zero as their exercise prices exceed the Company's stock price as of December 31, 2018.

(4)	The amounts in this column are amounts that would be payable to beneficiaries of the named executive officers under the Company's Death Benefit Only Plan if the executive subsequently died following a termination of his or her employment after a change of control on December 31, 2018. See Retirement and Other Post-Termination Benefits - Death Benefit Only Plan below.

(5)	The amounts included for Messrs. Monaghan and Ledda, Ms. Leneghan and Ms. Karol represent the amounts by which their payments would have been reduced under the "best pay" provisions of their change of control agreements. For Mr. LaPlaca, the estimated tax gross-up is calculated assuming that a change of control of the Company and termination of his employment occurred at December 31,

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•	the annual total compensation of the employee identified at the median of our company (other than our CEO), was $46,751; and

•	the annual total compensation of the CEO, as reported in the Summary Compensation Table, was $5,325,390.

•	We determined that, as of November 30, 2017, our employee population consisted of approximately 3,957 individuals globally. We selected November 30, 2017, which is within the last three months of 2017, as the date upon which we would identify the “median employee” to allow sufficient time to identify the median employee given the global scope of our operations.

•	Our employee population, after taking into consideration the adjustment described below, consisted of approximately 3,790 individuals.

•

In identifying the "median employee", we excluded our Canadian employees, who constitute approximately 4.2% of our total global workforce, as permitted by the 5% De Minimus Exemption under SEC rules. We then identified the “median employee” using annualized base cash compensation for 2017. The following table summarizes the adjustments made to our employee population as permitted by the 5% De Minimus Exemption:

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(1)

The number of common shares beneficially owned is based upon a Schedule 13G or 13G/A filed by the holder with the SEC to reflect share ownership as of December 31, 2018, provided that the ownership percentages have been calculated by the Company based on the Company's issued and outstanding shares as of February 14, 2019. The referenced Schedule 13G or 13G/A filing dates were: January 28, 2019 for BlackRock, Inc.; February 8, 2019 for Elk Creek Partners, LLC; February 11, 2019 for The Vanguard Group, Inc.; February 8, 2019 for Dimensional Fund Advisors LP; January 14, 2019 for Royce & Associates, LP; February 12, 2019 for Kennedy Capital Management, Inc.; February 11, 2019 for Barrow, Hanley, Mewhinney & Strauss, LLC; and February 5, 2019 for Invesco Ltd.

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(2)	Based on a Schedule 13G/A filed on January 28, 2019, by BlackRock, Inc., which has sole voting power over 4,625,062 shares and has sole dispositive power over 4,722,244 of the shares.

(3)	Based on a Schedule 13G/A filed on February 8, 2019, by Elk Creek Partners, LLC, which has sole voting power over 1,794,108 shares and has sole dispositive power over 3,103,908 of the shares.

(4)	Based on a Schedule 13G/A filed on February 11, 2019 by The Vanguard Group, Inc., which has sole voting power over 33,191 of the shares, shared voting power over 1,800 of the shares, sole dispositive power over 2,728,575 of the shares and shared dispositive power over 30,891 of the shares.

(5)

Based on a Schedule 13G/A filed February 8, 2019, which reports that Dimensional Fund Advisors LP (“DFA”) may be deemed to be the beneficial owner of 2,723,768 common shares as a result of acting as investment advisor to or manager of various companies, trusts and accounts (the “DFA Funds”). In its role as investment advisor or manager, DFA possesses sole voting power for 2,598,789 shares and sole dispositive power for 2,723,768 shares that are owned by the DFA Funds. DFA disclaims beneficial ownership of those common shares because they are owned by the DFA Funds.

(6)	Based on a Schedule 13G/A filed on January 14, 2019 by Royce & Associates, LP, which has sole voting and dispositive power over all 2,224,931 of the shares.

(7)	Based on a Schedule 13G/A filed on February 12, 2019, by Kennedy Capital Management, Inc., which has sole voting power over 2,047,959 shares and has sole dispositive power over 2,172,579 of the shares.

(8)	Based on a Schedule 13G filed on February 11, 2019, by Barrow, Hanley, Mewhinney & Strauss, LLC, which has sole voting power over 1,488,663 of the shares, shared voting power over 647,425 of the shares and sole dispositive power over 2,136,088 of the shares.

(9)	Based on a Schedule 13G filed on February 5, 2019, by Invesco Ltd., which has sole voting and dispositive power over all 2,030,596 of the shares.

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(1)

None of the Director or executive officers beneficially owned Class B common shares as of February 14, 2019. All holders of Class B common shares are entitled to ten votes per share and are entitled to convert any or all of their Class B common shares to common shares at any time, on a share-for-share basis. In addition, Invacare may not issue any additional Class B common shares unless the issuance is in connection with share dividends on, or share splits of, Class B common shares.

(2)

The common shares beneficially owned by Invacare's executive officers and Directors as a group include an aggregate of 123,196 common shares which may be acquired upon the exercise of stock options during the 60 days following February 14, 2019. For the purpose of calculating the percentage of outstanding common shares and voting power beneficially owned by each of Invacare's executive officers and Directors, and all of them as a group, common shares which they had the right to acquire upon the exercise of stock options within 60 days of February 14, 2019 are considered to be outstanding. The number of common shares that may be acquired upon the exercise of such stock options for the noted individuals is as follows: Mr. LaPlaca, 66,700 shares; Mr. Ledda, 10,900 shares; Ms. Leneghan, 41,100 shares; and Mr. Shah, 4,496 shares.

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•	Mr. Childers will be entitled to the continuation of his regular salary (which salary was $409,211 annually) for a period of six months following the Termination date.

•	Mr. Childers will be entitled to executive outplacement services and to continue his healthcare benefits coverage after termination by enrolling in COBRA coverage, which will be available at discounted rates for the earlier of the first six months following the Termination Date, or until he obtains other employment.

•	All unvested restricted stock awarded to Mr. Childers was immediately forfeited upon his termination.

•	Mr. Childers will become entitled to any benefits he has accrued under the Company’s retirement benefit plans upon his retirement. Mr. Childers’ participation as an active employee under the retirement benefit plans ceased as of the Termination Date and he will not be entitled to any additional benefit accruals under the plans.

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1.	Section 4.01(a)(i) of the 2018 Equity Plan is hereby deleted in its entirety and replaced with the following:

2.	Section 4.01(d) of the 2018 Equity Plan is hereby deleted in its entirety and replaced with the following:

3.	Section 4.02 of the 2018 Equity Plan is hereby deleted in its entirety and replaced with the following:

(a)	no Participant will be granted Options or SARs for more than 1,500,000 Shares, in the aggregate, during any calendar year;

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(b)	no Participant will be granted Awards of Restricted Stock, Restricted Stock Units or Performance Shares for more than 1,500,000 Shares, in the aggregate, during any calendar year; and

(c)	No Nonemployee Director will be granted Awards of Restricted Stock, Restricted Stock Units or Performance Shares for more than 300,000 Shares, in the aggregate, during any calendar year.”

4.	Section 6.09 is hereby added to the 2018 Equity Plan as follows:

5.	Section 7.10 is hereby added to the 2018 Equity Plan as follows:

6.	Section 12.01(c) of the 2018 Equity Plan is hereby deleted in its entirety and replaced with the following:

7.	Except as provided herein, no other provision of the 2018 Equity Plan shall be amended or modified by this Amendment No. 1 and the 2018 Equity Plan shall remain in full force and effect.

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(a)	“2003 Equity Plan” means the Invacare Corporation Amended and Restated 2003 Performance Plan.

(b)	“2013 Equity Plan” means the Invacare Corporation 2013 Equity Compensation Plan, as amended.

(c)	“Act” or “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.

(d)	“Affiliate” means any corporation or any other entity (including, but not limited to, a partnership, limited liability company, joint venture, or Subsidiary) controlling, controlled by, or under common control with the Company.

(e)	“Affiliated SAR” means an SAR that is granted in connection with a related Option and is deemed to be exercised at the same time as the related Option is exercised.

(f)	“Aggregate Share Limit” has the meaning specified in Section 4.01(a).

(g)	“Award” means, individually or collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, shares of Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares or Shares.

(h)	“Award Agreement” means the written agreement that sets forth the terms and conditions applicable to an Award.

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(i)	“Board” or “Board of Directors” means the Company’s Board of Directors, as constituted from time to time.

(j)

“Cashless Exercise” means, if there is a public market for the Shares, the payment of the Exercise Price for Options (i) through a same day sale commitment from the Participant and a FINRA member firm, whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay the Exercise Price, and whereby the FINRA member firm irrevocably commits upon receipt of such stock to forward the Exercise Price directly to the Company, or (ii) through a margin commitment from the Participant and a FINRA member firm whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the FINRA member firm in a margin account as security for a loan from the FINRA member firm in the amount of the Exercise Price and whereby the FINRA member firm irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company and the Company agrees to deliver the Shares upon receipt of the funds.

(k)

“Cause” means, with respect to any Participant, the meaning ascribed to such term in any employment, severance or change in control agreement entered into by such Participant. If a Participant has not entered into any employment, severance or change in control agreement with a definition of Cause, then “Cause” means the occurrence of any of the following events: (a) a Participant’s conviction of, or plea of guilty or nolo contendere to, a felony (other than one arising from the operation of a motor vehicle) or any crime of moral turpitude, fraud or dishonesty; (b) a Participant’s misappropriation, embezzlement, or attempted misappropriation or embezzlement, of any business opportunity, funds or property of the Company or any of its Affiliates or Subsidiaries (including attempting to secure or securing any personal profit in connection with any transaction involving the Company or its Affiliates or Subsidiaries); (c) the Participant’s fraud or dishonesty against the Company or any of its Affiliates or Subsidiaries; (d) the Participant’s breach of any Award Agreement or any Technical Information Agreement & Non-Competition Agreement entered into by the Participant or failure to adhere to any material written rule or policy of the Company; provided, however, that if such breach or failure is reasonably susceptible to cure; the Company shall notify the Participant in writing of the acts believed to constitute such breach or failure, and if the Participant corrects or remedies such acts within ten (10) business days after such notice is given, then such breach or failure shall not be deemed to be “Cause” hereunder; or (e) the Participant’s voluntary resignation or other termination of employment effected by the Participant under circumstances in which the Company could effect such termination with Cause pursuant to this Plan.

(l)	“Change in Control” has the meaning specified in Section 14.01.

(m)	“Code” means the Internal Revenue Code of 1986, as amended from time to time.

(n)	“Committee” means the Compensation and Management Development Committee of the Board or such other committee appointed by the Board that complies with Section 3.01 to administer the Plan.

(o)	“Company” means Invacare Corporation, an Ohio corporation, and any successor thereto.

(p)

“Demotion or Removal” means, with respect to a Participant, other than by voluntary resignation or with the Participant’s written consent, the Participant’s ceasing to hold the highest position held by him or her at any time during the one-year period ending on the date of the consummation of a Change in Control with all of the duties, authority, and responsibilities of that office as in effect at any time during the one-year period ending on the date of the Change of Control.

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(q)	“Director” means any individual who is a member of the Board of Directors.

(r)	“Effective Date” means May 17, 2018, which is the date on which the Company’s shareholders initially approved the Plan.

(s)	“Employee” means an officer or key employee of the Company or an Affiliate a leased employee or an individual who provides services for the Company or any Affiliate that is substantially similar to services an employee would provide.

(t)	“Exercise Price” means, (i) with respect to an Option, the price at which a Share may be purchased by a Participant pursuant to the exercise of such Option; and (ii) with respect to a SAR, the base amount of such SAR.

(u)

“Fair Market Value” means, with respect to a Share as of a particular date, the per share closing price for the Shares on such date, as reported by the principal exchange or market over which the Shares are then listed or regularly traded. If the Shares are not traded over the applicable exchange or market on the date as of which the determination of Fair Market Value is made, “Fair Market Value” means the per share closing price for the Shares on the most recent preceding date on which the Shares were traded over such exchange or market. If the Shares are not traded on any national securities exchange or market, the “Fair Market Value” of a Share shall be determined by the Committee in a reasonable manner pursuant to a reasonable valuation method. Notwithstanding anything to the contrary in the foregoing, as of any date, the “Fair Market Value” of a Share shall be determined in a manner consistent with avoiding adverse tax consequences under Code Section 409A and, with respect to an Incentive Stock Option, in the manner required by Code Section 422.

(v)	“FINRA” means the Financial Industry Regulatory Authority.

(w)	“Fiscal Year” means the annual accounting period of the Company.

(x)	“Freestanding SAR” means an SAR that is granted independently of any Option.

(y)	“Grant Date” means the date specified by the Committee or the Board, or a delegate of the Committee or the Board, on which a grant of an Award under this Plan will become effective, which date will not be earlier than the date on which the Committee or the Board, or a delegate of the Committee or the Board, takes action with respect thereto.

(z)

“Good Reason” means, with respect to any Participant, the meaning ascribed to such term in any employment, severance or change in control agreement entered into by such Participant. If the Participant has not entered into any employment, severance, or change in control agreement with a definition of “Good Reason,” then “Good Reason” means the occurrence of one or more of the following events within the two-year period following a Change in Control:

(i)	The Participant is subjected to a Demotion or Removal involving a material diminution in the Participant’s authority, duties, or responsibilities or in those of the individual to whom the Participant is required to report;

(ii)	The Participant’s annual base salary is materially reduced (which for this purpose shall be deemed to occur if the reduction is five percent (5%) or greater);

(iii)	The Participant’s opportunity for incentive compensation is materially reduced from the level of his or her opportunity for incentive compensation as in effect immediately before the date of the Change in Control or from time to time thereafter (which for

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(iv)	The Participant is excluded following a Change in Control (other than by his volitional action(s)) from full participation in any benefit plan or arrangement maintained for similarly situated employees of the Company or the Post-CIC Entity, and such exclusion materially reduces the benefits that otherwise would have been available to the Participant;

(v)	The Participant’s principal place of employment with the Company or the Post-CIC Entity is relocated a material distance (which for this purpose shall be deemed to be more than 35 miles) from such Participant’s principal place of employment immediately prior to the Change in Control; or

(vi)	Any other action or inaction that constitutes a material breach by the Company or the Post-CIC Entity of this Plan, any Award Agreement or any other agreement under which the Participant provides his or her services to the Company or the Post-CIC Entity.

(aa)	“Incentive Stock Option” means an option to purchase Shares that is granted pursuant to the Plan, is designated as an “incentive stock option,” and satisfies the requirements of Code Section 422.

(bb)	“Nonemployee Director” means a Director who is not an Employee.

(cc)	“Nonqualified Stock Option” means an option to purchase Shares that is granted pursuant to the Plan and is not an Incentive Stock Option.

(dd)	“Option” means an Incentive Stock Option or a Nonqualified Stock Option.

(ee)	“Option Period” means the period during which an Option is exercisable in accordance with the applicable Award Agreement and Article VI.

(ff)	“Participant” means an Employee or Director to whom an Award has been granted.

(gg)	“Performance Award” means an Award under which the amount payable to a Participant (if any) is contingent on the achievement of pre-established Performance Targets during the Performance Period.

(hh)

“Performance Measures” means, with respect to a Performance Award, the objective factors used to determine the amount (if any) payable pursuant to the Award. “Performance Measures” shall be based on any of the factors listed below, alone or in combination, as determined by the Committee. Such factors may be applied (i) on a corporate-wide or business-unit basis, (ii) including or excluding one or more Affiliates or Subsidiaries, (iii) in comparison with plan, budget, or prior performance, and/or (iv) on an absolute basis or in comparison with peer-group performance. The factors that may be used as Performance Measures are: (A) return on equity; (B) earnings per Share; (C) net income (D) pre-tax income; (E) operating income; (F) revenue; (G) EBIT; (H) EBITDA; (I) cash flow; (J) free cash flow; (K) economic profit; (L) total earnings; (M) earnings growth; (N) return on capital; (O) operating measures (including, but not limited to, operating margin and/or operating costs); (P) return on assets; (Q) return on net assets; (R) return on capital; (S) return on invested capital; (T) increase in the Fair Market Value of the Shares; or (U) total shareholder

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(ii)	“Performance Period” means the period of time during which Performance Targets must be achieved with respect to an Award, as established by the Committee.

(jj)	“Performance Share” means an Award granted to a Participant pursuant to Section 10.01, the initial value of which is equal to the Fair Market Value of a Share on the Grant Date.

(kk)	“Performance Targets” means, with respect to a Performance Award for a Performance Period, the objective performance under the Performance Measures for that Performance Period that will result in payments under the Performance Award. Performance Targets may differ from Participant to Participant and Award to Award.

(ll)	“Performance Unit” means an Award granted to a Participant pursuant to Section 10.01, the initial value of which is established by the Committee on or before the Grant Date.

(mm)	“Period of Restriction” means the period during which a Share of Restricted Stock is subject to restrictions and a substantial risk of forfeiture.

(nn)	“Plan” means the Invacare Corporation 2018 Equity Compensation Plan, as set out in this instrument and as amended from time to time.

(oo)	“Post-CIC Entity” means any entity (or any successor or parent thereof) that effects a Change in Control pursuant to Article XIV.

(pp)	“Restricted Stock” means an Award granted to a Participant pursuant to Section 8.01.

(qq)	“Restricted Stock Unit” means an Award granted to a Participant pursuant to Section 9.01 and represents the right of the Participant to receive Shares or cash at the end of the specified period.

(rr)	“Rule 16b-3” means Rule 16b-3 under the 1934 Act and any future rule or regulation amending, supplementing, or superseding such rule.

(ss)	“Section 16 Person” means a person subject to potential liability under Section 16(b) of the 1934 Act with respect to transactions that involve equity securities of the Company.

(tt)	“Shares” means the whole shares of issued and outstanding regular voting common shares, without par value, of the Company, whether presently or hereafter issued and outstanding, and any other stock or securities resulting from adjustment thereof as provided in 4.04, or the stock of any successor to the Company that is so designated for the purposes of the Plan.

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(uu)

“Spread” means (i) with respect to a free-standing SAR, the excess of the Fair Market Value per Share on the date when a SAR is exercised over the Exercise Price provided for in the related Award Agreement; or (ii) with respect to a tandem SAR, the excess of the Fair Market Value per Share on the date when the related portion of the Option is surrendered over the Exercise Price provided for in the Award Agreement for the related Option.

(vv)	“Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection or tandem with a related Option, that is designated as a SAR pursuant to Section 7.01, which shall generally be a right of the Participant to receive from the Company an amount determined by the Committee that is expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise of the SAR.

(ww)

“Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain then owns stock or other equity interests possessing fifty percent (50%) or more of the total combined voting power of all classes of stock (in the election of directors or similar governing body) in one of the other corporations in the chain.

(xx)	“Tandem SAR” means a SAR that is granted in tandem with a related Option, the exercise of which requires forfeiture of the right to exercise the related Option with respect to an equal number of Shares and that is forfeited to the extent that the related Option is exercised.

(yy)	“Termination of Service,” “Terminates Service,” or any variation thereof means a separation from service within the meaning of Treasury Regulation 1.409A-1(h).

(a)	Except to the extent preempted by United States federal law or as otherwise expressly provided herein, the Plan and all Award Agreements shall be interpreted in accordance with and governed by the internal laws of the State of Ohio without giving effect to any choice or conflict of law provisions, principles, or rules.

(b)

The Plan and all Awards are intended to be exempt from or comply with the requirements of Code Section 409A and all other applicable laws, and this Plan shall be so interpreted and administered. In addition to the general amendment rights of the Company with respect to the Plan, the Company specifically retains the unilateral right (but not the obligation) to make, prospectively or retroactively, any amendment to this Plan and any Award Agreement or any related document as it deems necessary or desirable to more fully address issues in connection with compliance with (or exemption from) Code Section 409A. In no event, however, shall this section or any other provisions of this Plan be construed to require the Company to provide any gross‑up for the tax consequences of any provisions of, or payments under, this Plan. Except as may be expressly provided in another agreement to which the Company is bound, the Company and its Affiliates shall have no responsibility for tax or legal consequences to any Participant (or beneficiary) resulting from the terms or operation of this Plan.

(c)	Any reference herein to a provision of law, regulation, or rule shall be deemed to include a reference to the successor of such law, regulation, or rule.

(d)	To the extent consistent with the context, any masculine term shall include the feminine, and vice versa, and the singular shall include the plural, and vice versa.

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(e)	If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity of that provision shall not affect the remaining parts of the Plan, and the Plan shall be interpreted and enforced as if the illegal or invalid provision had never been included herein.

(f)	The grant of Awards and issuance of Shares hereunder shall be subject to all applicable statutes, laws, rules, and regulations and to such approvals and requirements as may be required from time to time by any governmental authority or securities exchange or market on which the Shares are then listed or traded.

(g)	The descriptive headings and sections of the Plan are provided for convenience of reference only and shall not serve as a basis for interpretation of the Plan.

(a)	Subject to adjustment as provided in Section 4.06 and any limitations specified elsewhere in the Plan, the maximum number of Shares cumulatively available for issuance under the

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(i)	1,800,000 Shares; plus

(ii)	any shares available for issuance under the 2013 Equity Plan at the time of approval of this Plan by the Company’s shareholders; plus

(iii)	any Shares covered by an award under this Plan, the 2013 Equity Plan or the 2003 Equity Plan that are forfeited or remain unpurchased or undistributed upon termination or expiration of the award.

(b)

Shares covered by an Award granted under the Plan shall not be counted as used unless and until they are actually issued and delivered to a Participant and, therefore, the Aggregate Share Limit as of a given date shall not be reduced by any Shares relating to prior awards that have expired or have been forfeited or cancelled. If the Company pays the benefit provided by any Award granted under the Plan to the respective Participant in cash, any Shares that were covered by such Award will be available for issue or transfer hereunder. Notwithstanding anything to the contrary contained herein:

(i)	if Shares are tendered or otherwise used in payment of the Exercise Price of an Option, the total number of Shares covered by the Option being exercised shall count against the Aggregate Share Limit;

(ii)	any Shares withheld by the Company to satisfy a tax withholding obligation shall count against the Aggregate Share Limit;

(iii)	the number of Shares covered by a SAR, to the extent that it is exercised and settled in Shares, and whether or not Shares are actually issued to the Participant upon exercise of the SAR, shall be considered issued or transferred pursuant to the Plan and shall count against the Aggregate Share Limit; and

(iv)	in the event that the Company repurchases Shares with proceeds from the exercise of an Option, those Shares will not be added to the Aggregate Share Limit.

(c)

Shares issued under the Plan may be authorized but unissued Shares, treasury Shares, reacquired Shares (including Shares purchased in the open market), or any combination thereof, as the Committee may from time to time determine. Shares covered by an Award that are forfeited or that remain unpurchased or undistributed upon termination or expiration of the Award may be made the subject of further Awards to the same or other Participants.

(d)	Subject to adjustment pursuant to Section 4.06 hereof, the total number of Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 1,800,000 Shares.

(e)	Each Share underlying an Award of Stock Options or SARs will count against the Aggregate Share Limit by one Share. Each Share underlying any Award other than a Stock Option or SAR shall count against the Aggregate Share Limit by two Shares. Any Shares that are

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(a)	no Participant will be granted Options or SARs for more than 800,000 Shares, in the aggregate, during any calendar year;

(b)	no Participant will be granted Awards of Restricted Stock, Restricted Stock Units or Performance Shares for more than 650,000 Shares, in the aggregate, during any calendar year; and

(c)	No Nonemployee Director will be granted Awards of Restricted Stock, Restricted Stock Units or Performance Shares for more than 100,000 Shares, in the aggregate, during any calendar year.

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(a)	Nonqualified Stock Options. The per-Share Exercise Price under a Nonqualified Stock Option shall be not less than one hundred percent (100%) of Fair Market Value of a Share on the Grant Date.

(b)

Incentive Stock Options. The per-Share Exercise Price under an Incentive Stock Option shall be not less than one hundred percent (100%) of Fair Market Value of a Share on the Grant Date; provided, however, if, on the Grant Date, the Participant (together with persons whose stock ownership is attributed to the Participant pursuant to Code Section 424(d)) owns securities possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the per-Share Exercise Price shall be not less than one hundred ten percent (110%) of the Fair Market Value of a Share on the Grant Date.

(c)

Substitute Options. Notwithstanding the provisions of Subsections (a) and (b), if the Company or an Affiliate consummates a transaction described in Code Section 424(a) (e.g., the acquisition of property or stock from an unrelated corporation), individuals who become Employees on account of such transaction may be granted Options in substitution for options granted by such former employer or recipient of services. If such substitute Options are granted, the Committee, in its sole discretion and consistent with Code Section 424(a) and the requirements of Code Section 409A, may determine that such substitute Options shall have an Exercise Price less than one hundred (100%) of the Fair Market Value of the Shares to which the Options relate determined as of the Grant Dates. In carrying out the provisions of this Section, the Committee shall apply the principles contained in Section 4.06.

(a)	Options shall not be exercisable more than ten years after their respective Grant Dates;

(b)	Incentive Stock Options granted to an Employee who possesses more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary, taking into account the attribution rules of Code Section 422(d), shall not be exercisable later than five years after their respective Grant Date(s); and

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(c)	Subject to the limits of this Article, the Committee may, in its sole discretion, after an Option is granted, extend the option term, provided that such extension is not an extension for purposes of Code Section 409A and the guidance thereunder or, in the case of an Incentive Stock Option, a modification, extension, or renewal for purposes of Code Section 424(h).

(a)	subject to any conditions or limitations established by the Committee, delivering Shares already owned by the Participant and having a total Fair Market Value on the date of such delivery equal to the portion of the Exercise Price paid;

(b)	to the extent permitted by law, the delivery of cash by a broker-dealer pursuant to a Cashless Exercise;

(c)

subject to any conditions or limitations established by the Committee, the Company’s withholding of Shares from the Option having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price pursuant to a net exercise arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the shares so withheld will not be treated as issued and acquired by the Company upon such exercise);

(d)	to the extent permitted by law, in any other manner then permitted by the Committee; or

(e)	a combination of the foregoing.

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(a)	the SAR’s Spread; by

(b)	the number of Shares with respect to which the SAR is exercised.

(a)

General Restrictions. The Committee may impose restrictions on Restricted Stock based upon any one or more of the following criteria: (i) the achievement of specific Performance Targets; provided that, except as provided in Section 4.07, the Period of Restriction for such performance-based Shares of Restricted Stock shall be at least one year, (ii) vesting based on period of service with the Company and any of its Affiliates or Subsidiaries; provided that, except as provided in Section 4.07, the Period of Restriction for such service-based Shares of Restricted Stock shall be at least one year, (iii) applicable federal or state securities laws, or (iv) any other basis determined by the Committee, in its sole discretion.

(b)	Legend on Certificates. The Committee, in its sole discretion, may require the placement of a legend on certificates representing Shares of Restricted Stock to give appropriate notice

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(a)

General Restrictions. The Committee may impose restrictions on Restricted Stock Units based upon any one or more of the following criteria: (i) the achievement of specific Performance Targets; provided that, except as provided in Section 4.07, the Period of Restriction for such performance-based Restricted Stock Units shall be at least one year, (ii) vesting based on period of service with the Company and any of its Affiliates or Subsidiaries; provided that, except as provided in Section 4.07, the Period of Restriction for such service-based Restricted Stock Units shall be at least one year, (iii) applicable federal or state securities laws, or (iv) any other basis determined by the Committee, in its sole discretion.

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(a)

The Board may supplement, amend, alter, or discontinue the Plan in its sole discretion at any time and from time to time, but no supplement, amendment, alteration, or discontinuation shall be made which would impair the rights of a Participant under the Plan or an Award theretofore granted (including, without limitation, a Participant’s rights provided for in Article XIV hereof) without the Participant’s consent, except that any supplement, amendment, alteration, or discontinuation may be made to (i) avoid a material charge or expense to the Company or an Affiliate, (ii) cause this Plan to comply with applicable law, or (iii) permit the Company or an Affiliate to claim a tax deduction under applicable law. In addition, subject to the provisions of this Section, the Board of Directors, in its sole discretion at any time and from time to time, may supplement, amend, alter, or discontinue this Plan without the approval of the Company’s shareholders so long as any such amendment or alteration does not (i) expand the types of awards eligible for grants or materially increase benefits accruing to Participants under the Plan; (ii) materially increase the number of Shares subject to the Plan (other than pursuant to Section 4.06); (iii) materially increase the maximum number of Options, SARs, Shares of Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares or Shares that the Committee may award to an individual Participant under the Plan (other than pursuant to Section 4.06); (iv)  materially expand the classes of persons eligible or modify the requirements for participation in the Plan; (v) delete or materially limit Sections 6.08 and 7.09 of the Plan (prohibiting the repricing of Options or SARs); or (vi) otherwise require approval by the shareholders of the Company in order to comply with applicable law, the terms of a written agreement or the rules of the New York Stock Exchange or, if the Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the Shares are traded or quoted. The Committee may supplement, amend, alter, or discontinue the terms of any Award theretofore granted, prospectively or retroactively, on the same conditions and limitations (and exceptions to limitations) as apply to the Board under the foregoing provisions of this Section, subject to any approval or limitations the Board may impose.

(b)

If permitted by Code Section 409A and the regulations thereunder without resulting in any adverse tax consequences, but subject to Section 12.01(c), in the case of a Participant’s termination of employment by reason of death or disability, the Committee may, in its sole discretion, accelerate the exercisability of an Option or SAR, accelerate the time at which any restrictions shall lapse or remove any restrictions with respect to Shares of Restricted Stock and Restricted Stock Units, and reduce or waive any Performance Targets or related business criteria applicable to any Award subject to Performance Measures.

(c)	Subject to Sections 6.08 and 7.09 of the Plan (prohibiting the repricing of Options or SARs), the Committee may amend the terms of any Award granted under this Plan prospectively

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(d)	Except as provided in Section 4.06 of the Plan, no amendment of an Award shall impair the rights of the Participant without his or her consent.

(a)

There is a report filed on Schedule 13D or Schedule 14D‑1 (or any successor schedule, form, or report), each as adopted under the 1934 Act, disclosing the acquisition, in a transaction or series of transactions, by any person (as the term “person” is used in Section 13(d) and Section 14(d)(2) of the 1934 Act), other than (1) the Company or any of its subsidiaries, (2) any employee benefit plan or employee stock ownership plan or related trust of the Company or any of its subsidiaries, or (3) any person or entity organized, appointed or established by the Company or any of its subsidiaries for or pursuant to the terms of any such plan or trust, of such number of shares of the Company as entitles that person to exercise 30% or more of the voting power of the Company in the election of Directors;

(b)	During any period of twenty-four (24) consecutive calendar months, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a

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(c)

There is a merger, consolidation, combination (as defined in Section 1701.01(Q), Ohio Revised Code), majority share acquisition (as defined in Section 1701.01(R), Ohio Revised Code), or control share acquisition (as defined in Section 1701.01(Z)(1), Ohio Revised Code, or in the Company’s Second Amended and Restated Articles of Incorporation, as the same may be hereafter amended) involving the Company and, as a result of which, the holders of shares of the Company prior to the transaction become, by reason of the transaction, the holders of such number of shares of the surviving or acquiring corporation or other entity as entitles them to exercise less than fifty percent (50%) of the voting power of the surviving or acquiring corporation or other entity in the election of Directors;

(d)	There is a sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, but only if the transferee of the assets in such transaction is not a subsidiary of the Company; or

(e)	The shareholders of the Company approve any plan or proposal for the liquidation or dissolution of Invacare, but only if the transferee of the assets of the Company in such liquidation or dissolution is not a subsidiary of the Company.

(a)

Upon the occurrence of a Change in Control in which either (i) the Company remains the surviving entity or (ii) the Company is not the surviving entity, but the Awards granted under this Plan are Assumed (as defined in Section 14.02(c) below) by the Post-CIC Entity, any Award granted under this Plan prior to the Change in Control shall continue to vest and become exercisable in accordance with the terms of its original Award Agreement unless, during the two-year period commencing on the date of the Change in Control:

(i)	the Participant’s employment or service is involuntarily Terminated by the Company or the Post-CIC Entity, as applicable, for reasons other than for Cause; or

(ii)	the Participant Terminates his or her employment or service for Good Reason.

(b)

If a Participant’s employment or service is Terminated as described in Section 14.02(a) above, (i) any outstanding Stock Options and SARs shall become fully vested and remain exercisable until the earlier of (A) the end of the original term of the Stock Option or SAR or (B) the second anniversary of the date the Termination occurs; provided that, if the Award Agreement provides for a longer period of exercisability following a Termination, then this clause (B) shall be the end of such longer period; (ii) any restrictions that apply to Awards made to such Participant pursuant to this Plan shall lapse; and (iii) Awards made to such Participant pursuant to this Plan that are subject to Performance Measures shall immediately be earned or vest in a prorated amount (as described below) and such prorated portion shall, to the extent permitted under Code Section 409A without resulting in adverse tax effects to the Participant, become immediately payable in accordance with the Award’s terms; provided, that any Participant who Terminates his or her employment or service for Good Reason must:

(i)	provide the Company with a written notice of his or her intent to Terminate employment or service for Good Reason within sixty (60) days after the Participant becomes aware of the circumstances giving rise to Good Reason; and

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(ii)	allow the Company thirty (30) days to remedy such circumstances to the extent curable.

(c)	For purposes of this Article XIV, an Award shall be considered assumed by the Post-CIC Entity (“Assumed”) if all of the following conditions are met:

(i)	Stock Options or SARs are converted into replacement awards in a manner that complies with Code Section 409A;

(ii)

Awards of Restricted Stock and Restricted Stock Units that are not subject to Performance Measures are converted into replacement awards covering a number of Shares of the Post-CIC Entity, as determined in a manner substantially similar to how the same number of Shares would be treated in the Change in Control transaction; provided that, to the extent that any portion of the consideration received by holders of Shares in the Change in Control transaction is not in the form of the common stock of the Post-CIC Entity, the number of shares covered by the replacement awards shall be based on the average of the high and low selling prices of the common stock of such Post-CIC Entity on the established stock exchange on the trading day immediately preceding the date of the Change in Control;

(iii)	Performance Shares, Performance Units and all other Awards subject to Performance Measures are converted into replacement awards that preserve the value of such Awards at the time of the Change in Control;

(iv)

the replacement awards contain provisions for scheduled vesting and treatment on Termination of employment (including the definitions of Cause and Good Reason, if applicable) that are no less favorable to the Participant than the underlying Awards being replaced, and all other terms of the replacement awards (other than the security and number of shares represented by the replacement awards) are substantially similar to, or more favorable to the Participant than, the terms of the underlying Awards; and

(v)	the security represented by the replacement awards, if any, is of a class that is publicly held and widely traded on an established stock exchange.

(a)

Upon the occurrence of a Change in Control in which the Company is not the surviving Company, any Awards made under this Plan that are not Assumed by the Post-CIC Entity and are not subject to Performance Measures shall become fully vested and exercisable on the date of the Change in Control. A prorated amount (as described below) of any Awards made under this Plan that are subject to Performance Measures shall immediately vest and become immediately payable in accordance with its terms (subject to Section 14.03(e)), and the following provisions of this Section 14.03 shall apply.

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(b)

For each Stock Option and SAR, the Participant shall receive a payment equal to the difference between the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) received by holders of Shares in the Change in Control transaction and the exercise price of the applicable Stock Option or SAR, if such difference is positive. Such payment shall be made in the same form as the consideration received by holders of Shares. Any Stock Options or SARs with an exercise price that is higher than the per share consideration received by holders of Shares in connection with the Change in Control shall be cancelled for no additional consideration.

(c)

The Participant shall receive the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) that such Participant would have received in the Change in Control transaction had he or she been, immediately prior to such transaction, a holder of the number of Shares equal to the number of Restricted Stock Units and/or Shares of Restricted Stock covered by the Award and the number of Shares payable under Section 14.03(a) for Awards subject to Performance Measures.

(d)	The payments contemplated by Sections 14.03(b) and (c) shall be made at the same time as consideration is paid to the holders of Shares in connection with the Change in Control.

(e)	Notwithstanding anything to the contrary in this Plan, if the payment or benefit constitutes a deferral of compensation under Code Section 409A, then to the extent necessary to comply with Code Section 409A, payment or delivery shall be made on the date of payment or delivery originally provided for such payment or benefit.

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(a)

Limited Transfers of Nonqualified Stock Options. Notwithstanding the foregoing, the Committee may, in its sole discretion, permit the transfer of Nonqualified Stock Options by a Participant to: (i) the Participant’s spouse, any children or lineal descendants of the Participant or the Participant’s spouse, or the spouse(s) of any such children or lineal descendants (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of Immediate Family Members, or (iii) a partnership or limited liability company or other entity in which the Participant and/or the Immediate Family Members are the only equity owners, (collectively, “Eligible Transferees”); provided, however, that, if the Committee permits the transfer of Nonqualified Stock Options granted to the Participant, the Committee may subsequently, in its sole discretion, amend, modify, revoke, or restrict, without the prior consent, authorization, or agreement of the Eligible Transferee, the ability of the Participant to transfer Nonqualified Stock Options that have not been already transferred to an Eligible Transferee. An Option that is transferred to an Immediate Family Member shall not be transferable by such Immediate Family Member, except for any transfer by such Immediate Family Member’s will or by the laws of descent and distribution upon the death of such Immediate Family Member. Incentive Stock Options granted shall not be transferable pursuant to this Subsection.

(b)

Exercise by Eligible Transferees. If the Committee, in its sole discretion, permits the transfer of Nonqualified Stock Options by a Participant to an Eligible Transferee under Subsection (a), the Options transferred to the Eligible Transferee must be exercised by such Eligible Transferee and, in the event of the death of such Eligible Transferee, by such Eligible Transferee’s executor, administrator or authorized representative only in the same manner, to the same extent, and under the same circumstances (including, but not limited to, the time period within which the Options must be exercised) as the Participant could have exercised such Options. The Participant, or in the event of his or her death, the Participant’s estate, shall remain liable for all federal, state, local, and other taxes applicable upon the exercise of a Nonqualified Stock Option by an Eligible Transferee.

(a)	To the extent applicable, it is intended that the Plan and any grants made hereunder comply with (or be exempt from) the provisions of Code Section 409A, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and

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(b)

Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Code Section 409A) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment. Except as permitted under Code Section 409A, any deferred compensation (within the meaning of Code Section 409A) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any of its Affiliates or Subsidiaries.

(c)

If, at the time of a Participant’s separation from service (within the meaning of Code Section 409A), (i) the Participant is a specified employee (within the meaning of Code Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Code Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Code Section 409A in order to avoid taxes or penalties under Code Section 409A, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it on the tenth business day of the seventh month after such separation from service.

(d)

Notwithstanding any provision of the Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Code Section 409A, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Code Section 409A. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Code Section 409A), and neither the Company nor any of its affiliates will have any obligation to provide the Participant with any tax gross-up or indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

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