Corporate Governance

CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines which contain principles that, along with the charters of the standing committees of the Board of Directors, provide the framework for Invacare's corporate governance. Among other things, the Corporate Governance Guidelines establish principles relating to:

•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.

A copy of the Corporate Governance Guidelines can be found on the Company's website at www.invacare.com by clicking on the Investor Relations tab and then selecting the Corporate Governance link.

Director Independence

To be considered independent under the New York Stock Exchange independence criteria under Section 303A (the “NYSE Standards”), the Board of Directors must determine that a non-employee Director does not have a direct or indirect material relationship with Invacare. The Board of Directors has adopted the following guidelines (set forth in the Corporate Governance Guidelines) to assist it in making such determinations:

A non-employee Director will be considered independent if he or she, at any time that is considered relevant under the NYSE Standards (subject to any applicable transition rules of the NYSE Standards):

(i) has not been employed by the Company or its affiliates;

(ii) has not had an immediate family member who has been employed by the Company or its affiliates as an executive officer;

(iii) has not received, and has not had an immediate family member who has received, more than such annual amount of direct compensation from the Company as may be considered relevant from time to time under the NYSE Standards, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such deferred compensation is

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not in any way contingent on continued service);

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(iv) is not a partner of the Company's present internal or external auditor;

(v) does not have an immediate family member who is a partner of Invacare's present internal or external auditor;

(vi) has not been a partner or employee of a present or former internal or external auditor of Invacare who worked on Invacare's audit;

(vii) does not have an immediate family member who has been a partner or employee of a present or former internal or external auditor of Invacare who worked on Invacare's audit;

(viii) has not been employed, and does not have an immediate family member who has been employed, as an executive officer of another company where any of Invacare's present executives serve on that company's compensation committee; and

(ix) has not been an executive officer or an employee of another company, and does not have an immediate family member who has been an executive officer of another company, that does business with Invacare and makes payments to, or receives payments from, Invacare for property or services in an amount that, in any one of the three last fiscal years, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues.

Additionally, the following commercial and charitable relationships will be considered immaterial relationships and a non-employee Director will be considered independent if he or she does not have any of the relationships described in clauses (i) - (ix) above, and:

(A) is not an executive officer of another company, and does not have an immediate family member who is an executive officer of another company, that is indebted to the Company, or to which Invacare is indebted, where the total amount of either company's indebtedness to the other is more than 5% of the total consolidated assets of the other company and exceeds $100,000 in the aggregate; and

(B) does not serve, and does not have an immediate family member who serves, as an officer, Director or trustee of a foundation, university, charitable or other not for profit organization, and Invacare's, or Invacare foundation's, annual discretionary charitable contributions (any matching of employee charitable contributions will not be included in the amount of contributions for this purpose) to the organization, in the aggregate, are more than 5% percent of that organization's total annual revenues (or charitable receipts in the event such organization does not generate revenues).

In the event that a non-employee Director has a relationship of the type described in clauses (A) or (B) in the immediately preceding paragraph that falls outside of the “safe harbor” thresholds set forth in such clauses (A) and (B), or if the Director had any such relationship during the prior three years that fell outside of such “safe harbor” thresholds, then in any such case, the Board of Directors annually shall determine whether the relationship is material or not, and therefore, whether the Director would be independent or not. If any relationship does not meet the categorical standards of immateriality set forth in clauses (i) and (ii) in the immediately preceding paragraph, Invacare will explain in its next proxy statement the basis for any Board of Directors determination that such relationship is immaterial.

In addition, any Director serving on the Audit Committee of Invacare may not be considered independent if he or she directly or indirectly receives any compensation from Invacare other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not in any way contingent on continued service).

The Board examined the transactions and relationships between Invacare and its affiliates and each of the Directors, any of their immediate family members and their applicable affiliates. Based on this review, the Board affirmatively determined that each of the Directors, other than Mr. Monaghan, is

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independent and does not have any direct or indirect material relationship with Invacare pursuant to the categorical standards set forth in Invacare's Corporate Governance Guidelines and the NYSE Standards.

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Board Meetings, Annual Meeting of Shareholders and Attendance

During the fiscal year ended December 31, ~~2018,~~2021, the Board of Directors held four regular quarterly meetings and ~~three~~ten additional meetings. Each Director attended at least 75% of the aggregate of (1) the total number of meetings held by the Board of Directors and (2) the total number of meetings held by committees of the Board on which he or she served during ~~2018.~~2021. Board members are expected to attend Invacare's Annual Meeting of ~~Shareholders.~~Shareholders in person or by video conference. Each Director then serving on the Board attended last year's annual shareholders meeting.

Executive Sessions

Independent Directors meet in executive sessions, presided over by the Company's Lead Independent Director, at the end of each of the regularly scheduled quarterly Board meetings. In addition, the Directors meet in director-only executive sessions, presided over by the Chairman of the Board, after the end of each of the regularly scheduled quarterly Board meetings.

Board Nominations and Shareholder Recommendations

The Nominating and Governance Committee has regularly retained an internationally recognized third-party executive search firm to identify candidates for independent Director positions to augment board ~~membership following the departure of Barbara W. Bodem from the Board.~~membership. The Committee also may solicit candidate suggestions from Committee members, the Chairman of the Board, incumbent Directors, senior management or others. In ~~2018,~~2021, the Company's retained executive search firm identified ~~Ms.~~ ~~Petra Danielsohn-Weil, PhD~~Stephanie L. Fehr as a Board candidate, and ~~Ms. Diana~~ ~~Ferguson~~an incumbent independent Director identified Aron I. Schwartz as a Board ~~candidates.~~candidate.

The Committee will consider any unsolicited recommendation for a potential candidate to the Board from Committee members, the Chairman of the Board, other Board members, management or shareholders. The Committee will accept shareholder recommendations regarding potential candidates for the Board, provided that shareholders send their recommendations to the Chair of the Nominating and Governance Committee, c/o Executive Offices, Invacare Corporation, One Invacare Way, Elyria, Ohio 44035, with the following information:

•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.

Once the Nominating and Governance Committee has identified a prospective candidate, the Committee makes a determination whether to conduct a full evaluation of the candidate. This initial determination is based primarily on the Board's need to fill a vacancy or desire to expand the size of the Board, the likelihood that the candidate can meet the Nominating and Governance Committee's evaluation criteria set forth below, as well as compliance with all other legal and regulatory requirements. The Nominating and Governance Committee will rely on public information about a candidate, personal knowledge of any committee or Board member or member of management regarding the candidate, as well as any information submitted to the Committee by the person recommending a candidate for consideration. The Nominating and Governance Committee, after consultation with the Chairman of the Board, will decide whether additional consideration of the candidate is warranted.

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If additional consideration is warranted, the Nominating and Governance Committee may request the candidate to complete a questionnaire that seeks additional information about the candidate's independence,

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qualifications, experience and other information that may assist the Committee in evaluating the candidate. The Committee may interview the candidate in person, by telephone or by ~~telephone~~videoconference and may ask the candidate to meet with senior management and/or other Directors. The Committee would then evaluate the candidate against the standards and qualifications set out in the Nominating and Governance Committee's charter. While the Board does not maintain a policy regarding the diversity of its members, the Nominating and Governance Committee charter specifies that a Director should have a range of experience and knowledge relevant to the Company, and that such relevant experience and knowledge may be gained through diverse or unique life experiences. The Nominating and Governance Committee and the Board believe that the current Board composition reflects a diverse group of individuals with relevant knowledge and experience that greatly benefits the Company. Additionally, the Nominating and Governance Committee will consider other relevant factors as it deems appropriate (including independence issues and familial or related party relationships).

Before nominating an existing Director for re-election at an Annual Meeting, the Committee will consider:

•The Director's value to the Board; and

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

After completing the Nominating and Governance Committee's evaluation of new candidates or existing Directors whose terms are expiring, if the Committee believes the candidate would be a valuable addition to the Board or the existing Director is a valued member of the Board, then the Nominating and Governance Committee will make a recommendation to the full Board that such candidate or existing Director should be nominated by the Board. The Board will be responsible for making the final determination regarding prospective nominees after considering the recommendation of the Committee. These procedures were adhered to with respect to nominees for election at this meeting, who were unanimously recommended by the Nominating and Governance Committee and the entire Board of Directors.

Lead Independent Director

The Company has a Lead Independent Director who is responsible for coordinating the activities of the independent Directors. ~~Dr.~~C. Martin Harris, M.D. served as Lead Independent Director in ~~2018.~~2021 and will continue to serve until the conclusion of his term at the Annual Meeting, at which time the Board will appoint a successor. The following are the specific responsibilities of the Lead Independent Director set forth in the Company's Corporate Governance Guidelines:

(i) advising the Chairman of the Board as to an appropriate schedule of Board meetings, seeking to ensure that the independent and non-executive Directors can perform their duties responsibly while not interfering with the flow of Company operations;

(ii) providing the Chairman of the Board with input as to the preparation for the agendas for the Board and Committee meetings;

(iii) advising the Chief Executive Officer as to the quality, quantity and timeliness of the flow of information from Company management that is necessary for the independent and non-executive Directors to effectively and responsibly perform their duties; although Company management is responsible for the preparation of materials for the Board, the Lead Independent Director may specifically request the inclusion of certain material;

(iv) interviewing, along with the chair of the Nominating and Governance Committee, all Board candidates, and making recommendations to the Nominating and Governance Committee and the Board;

(v) assisting the Board and Company officers in assuring compliance with the Company's Corporate Governance Guidelines;

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(vi) recommending revisions to the Corporate Governance Guidelines as appropriate;

(vii) coordinating and developing the agenda for and moderating executive sessions of the Board's independent Directors; acting as principal liaison between the independent Directors and the Chairman and Chief Executive Officer on sensitive issues;

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(viii) evaluating, along with the members of the Compensation and Management Development Committee, the performance of the Chairman and Chief Executive Officer; meeting with the Chairman and Chief Executive Officer to discuss the Committee's evaluation of performance;

(ix) discussing with the Chairman of the Board and the Nominating and Governance Committee the membership of the various Board Committees, as well as selection of the Committee chairs;

(x) responding to the concerns of any Directors, whether or not these concerns are discussed with the full Board;

(xi) with input from the Chairman of the Board, assisting the Nominating and Governance Committee in its role with the annual self-assessment and evaluation process of the Board and its committees;

(xii) acting as a resource for, and counsel to, the Chairman of the Board; and

(xiii) performing other responsibilities as delegated by the Board.

A description of the responsibilities of the Lead Independent Director also is included as Exhibit C to Invacare's Corporate Governance Guidelines, which is available at www.invacare.com by clicking on the Investor Relations tab and then the Corporate Governance link.

Determination of Current Board Leadership Structure

With respect to the roles of Chairman and of Chief Executive Officer, the Board periodically considers whether it is appropriate to separate those roles or keep them combined, based on prevailing circumstances. The Board currently believes that the Chief Executive Officer is best situated to serve as Chairman of the Board because he is the Director most familiar with the Company's business and industry. The Board believes that ~~combining~~ the combined roles of Chief Executive Officer and Chairman of the Board provides an efficient and effective leadership model for Invacare by fostering clear accountability, effective decision-making, and alignment of corporate strategy. The Board’s independent Directors bring experience, oversight and expertise from outside the Company and industry, while the Chief Executive Officer brings company and industry-specific experience and expertise. One of the key responsibilities of the Board is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. The Board believes the combined role of Chief Executive Officer and Chairman, together with a Lead Independent Director having the duties described above, is in the best interests of shareholders because it strikes an appropriate balance for the Company; with the Chief Executive Officer also serving as Chairman, there is unified leadership and a focus on strategic development and execution, while the Lead Independent Director helps assure independent oversight of management.

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Proxy Summary

Members of the Board Committees

The ~~current~~ composition of the Board committees, as of April ~~12, 2019,~~4, 2022, is set forth below.

Director

Audit

Committee

Nominating and Governance

Committee

Compensation and

Management

Development

Committee

Regulatory and Compliance

Committee

Susan H. Alexander

Member

Chair

Julie A. Beck

Member

Petra Danielsohn-Weil, PhD

Member

~~Diana S. Ferguson~~Stephanie L. Fehr

Member

Marc M. Gibeley

Member

~~Member~~Chair

C. Martin Harris, M.D. - Lead Independent Director

Chair

Member

Clifford D. Nastas

Chair

Member

~~Baiju R. Shah~~

~~Chair~~Aron I. Schwartz

Member

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Principal Functions of the Board Committees

The Board has an Audit Committee; a Nominating and Governance Committee; a Compensation and Management Development Committee; and a Regulatory and Compliance Committee.

Audit Committee. The Audit Committee assists the Board in monitoring (i) the integrity of Invacare's financial statements, (ii) the independence, performance and qualifications of Invacare's internal and independent auditors, (iii) Invacare's compliance with legal and regulatory requirements related to the Company's financial statements and accounting policies (iv) Invacare's risk assessment and management process. The specific functions and responsibilities of the Audit Committee are set forth in the Audit Committee Charter adopted by the Board of Directors, a copy of which is available at www.invacare.com by clicking on the Investor Relations tab and then the Corporate Governance link. The Audit Committee met ~~five~~seven times during ~~2018.~~2021.

The Board has determined that each member of the Audit Committee satisfies the current independence standards of the New York Stock Exchange listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended. The Board also has determined that Clifford D. Nastas, the Chair of the Audit Committee, Julie A. Beck and ~~Diana S. Ferguson~~Aron I. Schwartz each qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K. ~~Ms. Ferguson~~Mr. Schwartz joined the Board of Directors and the Audit Committee on ~~July 19, 2018. Michael J. Merriman served on the Audit Committee until his retirement from the Board of Directors on May 17, 2018 and Barbara W. Bodem~~March 21, 2022. Diana S. Ferguson served on the Audit Committee until her resignation from the Board of Directors on ~~November 26, 2018.~~January 19, 2022.

Nominating and Governance Committee. The Nominating and Governance Committee assists the Board (i) in identifying and recommending individuals qualified to become Directors and will consider all qualified nominees recommended by shareholders, and (ii) on all matters relating to corporate governance of the Company, including, but not limited to, the development and implementation of the Company's corporate governance and ESG policies and guidelines. Each of the current members of the Nominating and Governance Committee is independent within the meaning of the New York Stock Exchange listing standards and Invacare's Corporate Governance Guidelines. The Board of Directors has adopted a charter for the Nominating and Governance Committee, which is available at www.invacare.com by clicking on the Investor Relations tab and then the Corporate Governance link. The Nominating and Governance Committee met four times during ~~2018. Ms. Ferguson~~2021. Mr. Schwartz joined the Board of Directors and the Nominating and Governance Committee on ~~July 19, 2018. Michael J. Merriman served on the Nominating and Governance Committee until his retirement from the Board of Directors on May 17, 2018. Barbara W. Bodem~~March 21, 2022. Diana S. Ferguson served on the Nominating and Governance Committee until her resignation from the Board of Directors on ~~November~~ January 19, 2022.

26 ~~2018.~~

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Compensation and Management Development Committee. The Compensation and Management Development Committee assists the Board in developing and implementing (i) executive compensation programs that are fair, equitable and aligned with the interests of shareholders and that are effective in the recruitment, retention and motivation of executive talent required to successfully meet Invacare's strategic objectives and (ii) a management succession plan that meets Invacare's present and future needs. See “Compensation Discussion and Analysis” for additional information on the committee and its activities. Each of the current members of the Compensation and Management Development Committee is independent within the meaning of the New York Stock Exchange listing standards, including the standards in Rule 303A.02(a)(ii), and Invacare's Corporate Governance Guidelines. The Board of Directors has adopted a charter for the Compensation and Management Development Committee, which is available at www.invacare.com by clicking on the Investor Relations tab and then the Corporate Governance link. The Compensation and Management Development Committee met ~~nine~~eleven times during 2021. ~~2018~~. Ms. ~~Danielsohn-Weil~~Fehr joined the Board of Directors and the Compensation and Management Development Committee on ~~May 17, 2018.~~March 25, 2021. Baiju R. Shah chaired the Compensation and Management Development Committee until his resignation from the Board of Directors on September 3, 2021.

Regulatory and Compliance Committee. The Regulatory and Compliance Committee assists the Board in its oversight of the Company's legal and regulatory compliance matters, including medical device regulatory compliance. Each of the current members of the Regulatory and Compliance Committee is independent within the meaning of the New York Stock Exchange listing standards and Invacare's Corporate Governance Guidelines. The Board of Directors has adopted a charter for the Regulatory and Compliance

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Committee, which is available at www.invacare.com by clicking on the Investor Relations tab and then the Corporate Governance link. The Regulatory and Compliance Committee met four tim~~four~~ ~~times~~es during ~~2018. Petra Danielsohn-Weil, PhD joined the Board of Directors and~~2021. Ms. Fehr was appointed to the Regulatory and Compliance Committee on ~~May 17, 2018. Barbara W. Bodem~~December 1, 2021. Baiju R. Shah served on the Regulatory and Compliance Committee until ~~her~~his resignation from the Board of Directors on ~~November 26, 2018.~~September 3, 2021.

Board Role in Risk Oversight

Risk is inherent in any business, and the Company's management is responsible for the day-to-day management of risks that it faces. The Board, on the other hand, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to evaluate the risk management process to ensure its adequacy and to seek assurances that it is implemented properly by management.

The Board believes that full and open communication between management and the Board of Directors is essential for effective risk management and oversight. At each quarterly meeting, the Board of Directors receives presentations from senior management on business operations, financial results and strategic matters, including a quarterly assessment of the sensitivity of the various business, financial, operational, information technology, compliance and human capital risks faced by the Company, and discusses the Company's strategies, key challenges, and risks and opportunities. Relevant members of senior management attend significant portions of the Board's quarterly meetings, as well as many of the Board committee meetings, in order to address any questions or concerns raised by the Board on risk management-related and other matters.

The Board's committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists the Board in fulfilling its oversight responsibilities, including oversight of the Company's enterprise risk management process and its assessment and management of risk in the areas of financial reporting, internal controls, business and operations, financial statements and accounting policies and information systems. Enterprise risk assessment reports of the various business, financial, operational, information technology, compliance and human capital risks faced by the Company are provided to the Audit Committee by management and the Company's internal auditors on a quarterly basis. The Regulatory and Compliance Committee assists the Board in its oversight of the Company's legal and regulatory compliance matters generally, including medical device regulatory compliance matters. The Compensation and Management Development Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from the Company's

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compensation policies and programs, talent management and succession planning for executive officers and employment related risks. The Nominating and Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization and structure, code of conduct, insider trading, conflict of interest policies and corporate governance, as well as overseeing the membership and independence of the Board of Directors. From time to time, the Board may establish special committees to assist it in the monitoring and oversight of certain risks. However, while these committees are responsible for evaluating certain risks and overseeing the management of those risks, the entire Board is regularly informed about those risks and committee activities through committee reports.

Codes of Ethics

Invacare has adopted a Code of Business Conduct and Ethics that applies to all Directors, officers and employees. Invacare has also adopted a separate Financial Code of Ethics that applies to its Chief Executive Officer (its principal executive officer), its Chief Financial Officer (its principal financial officer and principal accounting officer) and its controller or persons performing similar functions. Investors can find both codes on the Company's website at www.invacare.com by clicking on the Investor Relations tab and then selecting the Corporate Governance link. Invacare will post any amendments to the codes, as well as any waivers that are required to be disclosed pursuant to the rules of the Securities and Exchange Commission and the New York Stock Exchange, within four business days, on its website.

Employees have been notified that if they have any questions or concerns regarding financial integrity, legal or regulatory compliance, ethical business conduct, or activities that may be improper under the

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Company’s Code of Business Conduct and Ethics, or otherwise have work related concerns, they are invited to speak with their supervisor, or any other member of management at any time. They also may report any concerns in writing to the Chief Executive Officer or the Chair of the Audit Committee, or submit a report to the Company’s EthicsPoint ethics and compliance hotline reporting service, which is used to consolidate and summarize reports received. All EthicsPoint reports are reviewed by the Audit Committee.

The Company’s EthicsPoint service is not intended to replace other communication channels already in place. However, if employees have a concern regarding a financial integrity, legal or regulatory compliance, or ethics related matter, or believe they cannot communicate effectively using existing internal channels, they may report the concern through the Company’s EthicsPoint hotline reporting service by telephone or online at http://invacare.ethicspoint.com. Reports through EthicsPoint may be made anonymously and without reprisals for matters reported in good faith.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was at any time during ~~2018~~2021 or at any other time an officer or employee of the Company or any of its subsidiaries. In addition, during ~~2018,~~2021, none of the Company's executive officers served as a member of the board of directors or the compensation committee of any other entity that has one or more executive officers serving on the Company's Board or Compensation Committee. Marc M. Gibeley, Stephanie L. Fehr, C. Martin Harris M.D., Baiju R. Shah and Petra Danielsohn-Weil, PhD were the non-employee Directors who served on the Compensation Committee during ~~2018.~~2021.

Director Orientation Program

Each new Director is provided an orientation to become acquainted with the Company’s business, history, strategy, plans, financial statements, compliance programs, Corporate Governance Guidelines, Code of Business Conduct and Ethics, Insider Trading Policy, and public reporting and disclosure requirements and the Company’s related policies and practices. Each new Director is invited to visit one or more of the Company's facilities and is introduced to the Company’s leadership team, key management personnel, internal auditors, and independent auditors. In addition, from time to time, Directors receive information and updates on legal and regulatory changes that affect the Company, its

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employees and the operation of the Board. The Nominating and Governance Committee from time to time makes other recommendations regarding further educational opportunities for Directors.

Communications with the Board

Shareholders and other interested parties may communicate their concerns directly to the entire Board or specifically to non-management Directors of the Board. Such communications may be confidential or anonymous, if so designated, and may be submitted in writing to the following address: Shareholder Communication, c/o Executive Offices, Invacare Corporation, One Invacare Way, Elyria, Ohio 44035. The status of all outstanding concerns addressed to the entire Board or only to non-management Directors will be reported to the Chairman of the Board or to the chair of the Nominating and Governance Committee, respectively, on a quarterly basis.

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Director Compensation and Stock Ownership Guidelines

DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

Director Compensation Program

The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to non-employee Directors for Board, committee and committee chair services. In making non-employee Director compensation recommendations, the Compensation Committee takes various factors into consideration, including, but not limited to, the responsibilities of Directors generally, as well as committee chairs, and the form and amount of compensation paid to Directors by comparable companies. The Director compensation program is intended to be equitable based on the work required of non-employee Directors serving a healthcare technology company of our size and scope, and to tie a significant portion of non-employee Directors’ compensation to shareholder interests through the grant of restricted stock units.

In 2017, the Compensation Committee reviewed the compensation paid to our non-employee Directors relative to our peer group (see Compensation Discussion and Analysis), which indicated that our total non-employee Director compensation was significantly below the median compensation paid by our peers. Based on this review, the value of each non-employee Director’s compensation was increased by $15,000 in 2017 through the issuance of restricted stock units, and a similar increase also was made for 2018. The Compensation Committee periodically reviews our non-employee Director compensation and such compensation may be adjusted in the future as appropriate based on our peer group information and Company performance.

The Company's ~~2018~~2021 Director compensation program provided that non-employee Directors were paid the ~~following:~~following cash compensation:

Annual Cash Retainer $ 60,000
Lead Independent Director Additional Fee 20,000
Committee Chair Additional Fees:
Audit 15,000
Compensation and Management Development 15,000
Regulatory and Compliance 15,000
Nominating and Governance 10,000
Fee per meeting in excess of 24 meetings 1,500


Annual Cash Retainer	$	65,000
Lead Independent Director Additional Fee	20,000
Committee Chair Additional Fees:
Audit	15,000
Compensation and Management Development	15,000
Regulatory and Compliance	15,000
Nominating and Governance	10,000
Fee per meeting in excess of 24 meetings	1,500

Additionally, in March ~~2018,~~2021, each non-employee Director ~~other than Mr. Merriman, who retired from the Board of Directors in May 2018,~~ was granted a restricted stock unit award of ~~6,708~~13,388 shares, which vests in full on May 15, 2019. In accordance with the Director compensation program, Ms. Danielsohn-Weil and Ms. Ferguson received grants of 5,590 and 4,472 shares, respectively, which were pro-rated portions of the annual restricted stock unit grant, upon joining the Board in May and July 2018, respectively.2022.

Director Stock Ownership Guidelines

The Company maintains stock ownership guidelines for its non-employee Directors for the purpose of aligning the interests of the Directors with those of the shareholders of the Company. Each non-employee Director is expected to own common shares equal in value to five (5) times the annual cash retainer fee.

“Stock ownership” is defined to include shares held directly or indirectly by the Director, all unvested restricted stock held by the Director and 30% of the shares underlying unexercised stock options held by the Director that are “in the money” by at least 20%.

Directors are expected to reach their respective ownership levels under the stock ownership guidelines over five (5) years from the date they join the Board of Directors and maintain that level of stock ownership afterward. The guidelines provide that Directors are required to hold their “net shares” from equity awards

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until they reach their applicable minimum ownership level, and once they reach the minimum level, they must hold their net shares from equity awards for at least one (1) year after such shares have vested, in the case of restricted stock awards, or have been acquired upon the exercise of stock options. “Net shares” means the difference between the actual shares awarded and any shares sold, surrendered or withheld to pay for taxes or to finance the cost of exercising a stock option.

All of the Directors have either met the guidelines or are pursuing goals to meet the guidelines within the established timeframe.

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Director Compensation and Stock Ownership

Director Deferred Compensation Plan

All non-employee Directors may participate in the Company’s Director Deferred Compensation Plan, which permits participants to defer all or a part of their annual cash compensation and all or a part of their annual restricted stock unit grant. Participants may choose to defer either until they leave the Board of Directors or for a specified number of years, with a minimum of two years and a maximum of ten years, as specified at the time of the participant’s deferral election.

Deferred cash compensation may be credited to a “stock-unit” account that is deemed invested in the Company’s common shares or to an account that earns interest at a rate specified by the Compensation Committee. Deferred restricted stock unit grants are credited to the stock-unit accounts. Stock-unit accounts are credited with dividend equivalent units based on the number of vested stock units credited to the account as of the applicable dividend record date. The value in a Director’s account balance is distributed to the Director in a lump sum promptly following the end of the applicable deferral period. The value in a Director’s stock-unit account is determined by multiplying the number of units credited to the account by the fair market value of the Company’s common shares at the end of the deferral period, and is paid to the Director in an equivalent number of common shares of the Company issued under the Invacare Corporation 2018 Equity Compensation ~~Plan (the "2018 Equity Plan").~~Plan. Partial shares are rounded up or down to the nearest whole share. The value in a Director’s interest-bearing account will be paid to the Director in cash.

In ~~2016, Mr. Shah elected to defer 100% of his 2017 restricted stock unit grant until the earlier of January 2027 or his separation from the Board. In 2018, Ms.~~2021, Diana S. Ferguson elected to defer 100% of her ~~2019~~2021 restricted stock unit grant until her separation from the ~~Board.~~Board, however that grant was forfeited prior to vesting when she resigned from the Board on January 19, 2022.

Fiscal 2021 Director Compensation Table


Name (11)	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)	Total ($)
Susan H. Alexander	81,500	(2)	113,664	195,164
Julie A. Beck	68,000	(3)	113,664	181,664
Petra Danielsohn-Weil, PhD	68,000	(4)	113,664	181,664
Stephanie L. Fehr	48,750	(5)	113,664	162,414
Diana S. Ferguson	69,500	(6)	113,664	183,164
Marc M. Gibeley	77,500	(7)	113,664	191,164
C. Martin Harris, M.D.	99,500	(8)	113,664	213,164
Clifford D. Nastas	77,750	(9)	113,664	191,414
Baiju R. Shah	61,500	(10)	113,664	175,164

(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 2021. These time-based restricted stock units were granted pursuant to the Invacare Corporation 2018 Equity Compensation Plan, and vest in full on May 15, 2022. 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, 2021.

(2) The fees for Ms. Alexander include a $65,000 retainer, $15,000 for her service as Chair of the Regulatory and Compliance Committee, $1,500 for meetings in excess of 24 in 2021 and $1,500 for an excess meeting in 2020.

(3) The fees for Ms. Beck include a $65,000 retainer, $3,000 for meetings in excess of 24 in 2021 and $1,500 for an excess meeting in 2020.

(4) The fees for Ms. Danielsohn-Weil include a $65,000 retainer, $3,000 for meetings in excess of 24 in 2021 and $1,500 for an excess meeting in 2020.

2831

Table of Contents

Director Compensation and Stock Ownership

Guidelines

(5) The fees for Ms. Fehr include a $48,750 retainer which was pro-rated for the partial year upon her appointment to the Board on March 25, 2021.

~~Fiscal 2018 Director Compensation Table~~(6) The fees for Ms. Ferguson include a $65,000 retainer, $4,500 for meetings in excess of 24 in 2021 and $1,500 for an excess meeting in 2020. Ms. Ferguson resigned from the Board on January 19, 2022 and forfeited the restricted stock units granted to her in 2021.

Name

Fees Earned or
Paid in Cash ($)

Stock Awards
($)(1)

Total ($)
Susan H. Alexander 70,000
(2) 117,658
187,658
Barbara W. Bodem 55,000
(3) 117,658
172,658
Petra Danielsohn-Weil, PhD 40,000
(4) 96,372
136,372
Diana S. Ferguson 30,000
(5) 80,496
92,268
Marc M. Gibeley 60,000
(6) 117,658
177,658
C. Martin Harris, M.D. 90,000
(7) 117,658
207,658
Michael J. Merriman 31,250
(8) —
31,250
Clifford D. Nastas 75,000
(9) 117,658
192,658
Baiju R. Shah 75,000
(10) 117,658
192,658

~~(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~~(7) The fees for Mr. Gibeley include a $65,000 retainer, $5,000 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.~~

~~Table of Contents~~

~~Director~~ Compensation and ~~Stock Ownership~~

Management Development Committee which was pro-rated for the partial year upon his appointment as Chair on September 3, 2021, $7,500 for meetings in excess of 24 in 2021 and $1,500 for an excess meetings in 2020.

(8) The fees for Dr. Harris include a $65,000 retainer, $20,000 for his service as Lead Independent Director, $10,000 for his service as Chair of the Nominating and Governance Committee, $4,500 for meetings in excess of 24 in 2021 and $1,500 of fees for an excess meeting in 2020.

(9) The fees for Mr. Nastas include a $65,000 retainer, $15,000 for his service as Chair of the Audit Committee, reduced by $3,750 to correct for an inadvertent overpayment in 2020, and $1,500 for a meeting in excess of 24 in 2020.

(10) The fees for Mr. Shah include a $65,000 retainer, $15,000 for his service as Chair of the Compensation and Management Development Committee, which was pro-rated for the partial year upon his resignation from the Board on September 3, 2021, and $1,500 for a meeting in excess of 24 in 2020.

(11) Aron I. Schwartz was appointed to the Board on March 21, 2022 and is not included in the table.

Outstanding Director Equity Awards at December 31, ~~2018~~2021

The following table shows outstanding equity awards held by each Director at December 31, ~~2018.~~2021.


	Option Awards	Stock Awards
Name (3)	Number of Securities Underlying Unexercised Options Exercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have not Vested (#)		Market Value of Shares or Units of Stock That Have not Vested ($)
Susan H. Alexander				13,388	(1)	36,415
Julie A. Beck				13,388	(1)	36,415
Petra Danielsohn-Weil, PhD				13,388	(1)	36,415
Stephanie L. Fehr				13,388	(1)	36,415
Diana S. Ferguson (2)				13,388	(1)	36,415
Marc M. Gibeley				13,388	(1)	36,415
C. Martin Harris, M.D.				13,888	(1)	37,775
Clifford D. Nastas				13,388	(1)	36,415

(1)The restricted stock unit awards vest in full on May 15, 2022 after a one-year "cliff" vesting period.

(2)Ms. Ferguson resigned from the Board on January 19, 2022 and thus forfeited the restricted stock units granted to her in 2021.

(3)Aron I. Schwartz was appointed to the Board on March 21, 2022, and is not included in the table.

Option Awards

Stock Awards
Name
Number
of
Securities
Underlying
Unexercised
Options
Exercisable (#)
Option
Exercise
Price ($)
Option
Expiration
Date

Number of
Shares or
Units of
Stock That
Have not
Vested (#)

Market
Value of
Shares or
Units of
Stock
That
Have not
Vested ($)
Susan H. Alexander 6,708
(1) 28,844
Petra Danielsohn-Weil, PhD 5,590
(2) 24,037
Diana S. Ferguson 4,472
(2) 19,230
Marc M. Gibeley 6,708
(1) 28,844
C. Martin Harris, M.D. 6,708
(1) 28,844
Clifford D. Nastas 6,708
(1) 28,844
Baiju R. Shah 6,708
(1) 28,844


~~(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.~~

3032

Table of Contents

Share Ownership of Principal Holders

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

Share Ownership and Voting Power of Principal Holders other than Management

The following table shows, as of February ~~14, 2019,~~11, 2022, the beneficial share ownership of each person or group known by Invacare to beneficially own more than 5% of either class of common shares of Invacare:

Name and business address of
beneficial owner

Common Shares

Beneficially Owned

Percentage of

Total

Voting Power

Beneficially Owned

Number

Percentage

Outstanding

BlackRock, Inc.

2,331,882

6.7%

55 E. 52nd Street

New York, NY 10055 (1)(2)

Renaissance Technologies LLC

1,841,441

5.3%

800 Third Avenue

New York, NY 10022 (1)(3)

(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, 2021, provided that the ownership percentages have been calculated by the Company based on the Company's issued and outstanding shares as of February 11, 2022. The referenced Schedule 13G or 13G/A filing dates were: February 1, 2022 for BlackRock, Inc. and February 11, 2022 for Renaissance Technologies LLC.

(2)Based on a Schedule 13G/A filed on February 1, 2022, by BlackRock, Inc., which has sole voting power over 2,276,008 shares and has sole dispositive power over 2,331,882 of the shares.

(3)Based on a Schedule 13G/A filed on February 11, 2022, by Renaissance Technologies LLC, which has sole voting power over 1,580,431 shares and dispositive power over 1,841,441 shares.

Name and business address of
beneficial owner

Common Shares
Beneficially Owned

Percentage of
Total
Voting Power
Beneficially Owned

Number
of
Shares

Percentage
of
Outstanding
Shares

BlackRock, Inc. 4,722,244
14.2% 14.2%
55 E. 52nd Street
New York, NY 10022 (1)(2)

Elk Creek Partners, LLC 3,103,908
9.4% 9.4%
44 Cook St., Suite 705

Denver, CO 802006 (1)(3)

The Vanguard Group, Inc. 2,759,466
8.3% 8.3%
100 Vanguard Blvd.

Malvern, PA 19355 (1)(4)

Dimensional Fund Advisors LP 2,723,768
8.2% 8.2%
Building One, 6300 Bee Cave Road

Austin, TX 78746 (1)(5)

Royce & Associates, LP 2,224,931
6.7% 6.7%
745 Fifth Avenue
New York, NY 10151 (1)(6)

Kennedy Capital Management, Inc. 2,172,579
6.6% 6.5%
10829 Olive Blvd.
St. Louis, MO 63141 (1)(7)

Barrow, Hanley, Mewhinney & Strauss, LLC 2,136,088
6.4% 6.4%
2200 Ross Avenue, 31st Floor
Dallas, TX 75201-2761 (1)(8)

Invesco Ltd. 2,030,596
6.1% 6.1%
1555 Peachtree Street NE, Suite 1800

Atlanta, GA 30309 (1)(9)

~~(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.

Table of Contents

Share Ownership of Principal Holders


~~(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.~~

~~Table of Contents~~

~~Share Ownership of Principal Holders~~

Share Ownership and Voting Power of Invacare's Directors, Director Nominees and Executive Officers

The following table sets forth, as of February ~~14, 2019,~~11, 2022, the beneficial share ownership of all Directors and Director nominees, our named executive officers, and all Directors and executive officers as a group:

Name of beneficial owner

Common Shares

Beneficially Owned

Percentage of
Total Voting Power
Beneficially Owned(1)

Number

Percentage

of Outstanding

Susan H. Alexander (2)

65,025

<1%

Julie A. Beck (2)

37,850

<1%

Joost Beltman (2)

22,839

<1%

Petra Danielsohn-Weil, PhD (2)

52,462

<1%

Stephanie L. Fehr (2)

13,388

<1%

Marc M. Gibeley (2)

69,991

<1%

Angela Goodwin (2)

15,393

<1%

C. Martin Harris, M.D. (2)

85,313

<1%

Anthony C. LaPlaca (2)

171,515

<1%

Ralf A. Ledda (2)

156,226

<1%

Kathleen P. Leneghan (2)

174,338

<1%

Matthew E. Monaghan (2)

1,419,346

4.0%

Clifford D. Nastas (2)

86,118

<1%

Aron I. Schwartz (3)

—

—%

All executive officers and Directors as a group (16 persons) (2)

2,478,555

6.9%

Name of beneficial owner

Common Shares
Beneficially Owned

Percentage of
Total Voting Power
Beneficially Owned(1)

Number
of
Shares

Percentage
of Outstanding
Shares

Matthew E. Monaghan(2) 243,897
<1% <1%
Kathleen P. Leneghan(2) 50,716
<1% <1%
Susan H. Alexander(2) 18,153
<1% <1%
Petra Danielsohn-Weil, PhD(2) 5,590
<1% <1%
Diana S. Ferguson (2) 4,472
<1% <1%
Marc M. Gibeley(2) 23,119
<1% <1%
C. Martin Harris, M.D.(2) 38,441
<1% <1%
Darcie L. Karol(2) 5,000
<1% <1%
Anthony C. LaPlaca(2) 44,385
<1% <1%
Ralf A. Ledda(2) 37,536
<1% <1%
Clifford D. Nastas(2) 32,946
<1% <1%
Baiju R. Shah(2) 42,941
<1% <1%
All executive officers and Directors as a group (12 persons)(2) 547,196
2% 2.0%

~~(1)~~

~~None of the Director or executive officers beneficially owned Class B common shares as of February 14, 2019.~~(1) None of the Directors, Director nominees or executive officers beneficially owned Class B common shares as of February 11, 2022. 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.

(2) The common shares beneficially owned by Invacare's executive officers and Directors as a group include an aggregate of 583,077 common shares which may be acquired upon the exercise of stock options during the 60 days following February 11, 2022. 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 11, 2022 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. Monaghan, 400,000 shares; Mr. LaPlaca, 83,133 shares; Mr. Ledda, 51,433 shares; and Ms. Leneghan, 22,600 shares.

(3) Mr. Schwarz joined the Board of Directors on March 21, 2022.

9585

Table of Contents

Other Matters

OTHER MATTERS

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

The rules of the SEC require us to disclose late filings of reports of stock ownership, and changes in stock ownership, by the Company's Directors and executive officers. The Company believes that all of its officers and Directors complied with all filing requirements applicable to them with respect to transactions during the fiscal year ended December 31, 2018.

Certain Relationships and Related Transactions

The Company has adopted a written policy for the review of transactions with related persons. The policy generally requires review, approval or ratification of transactions involving amounts exceeding $120,000 in which the Company is a participant and in which a Director, Director nominee, executive officer, or a significant shareholder of the Company, or an immediate family member of any of the foregoing persons, has a direct or indirect material interest. These transactions must be reported for review by the Nominating and Governance Committee. Following review, the Nominating and Governance Committee determines whether to approve or ratify these transactions, taking into account, among other factors it deems appropriate, whether they are on terms no less favorable to the Company than those available with other unaffiliated parties and the extent of the related person's interest in the transaction. The Chairman of the Nominating and Governance Committee has the authority to approve or ratify any related party transaction in which the aggregate amount involved is expected to be less than $1,000,000. The policy provides for standing pre-approval of certain related party transactions, even if the amounts involved exceed $120,000, including certain transactions involving: compensation paid to executive officers and Directors of the Company; other companies or charitable organizations where the amounts involved do not exceed $1,000,000 or 2% of the organization's total annual revenues or receipts; proportional benefits to all shareholders; rates or charges determined by competitive bids; services as a common or contract carrier or public utility; and banking-related services. ~~The transactions described below have been pre-approved, reviewed and/or ratified, as the case may be, in accordance with the Company's policy for review of transactions with related persons.~~

~~Separation Agreement with Mr. Childers~~. On October 9, 2018, the Company and Mr. Childers entered into a separation agreement and release (the “Childers Separation Agreement”) in connection with Mr. Childers' termination as Senior Vice President and General Manager, North America of the Company, effective September 18, 2018. The Childers Separation Agreement supersedes and replaces any other prior agreements, contracts or promises with respect to Mr. Childers’ separation from the Company, except to the extent provided in the Childers Separation Agreement. The principal terms of the Childers Separation Agreement provided, or will provide, Mr. Childers with the following:

~~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.

~~Table of Contents~~

~~Other Matters~~

Proposals for the ~~2020~~2023 Annual Meeting

Any shareholder who wishes to submit a proposal for inclusion in the proxy material to be distributed by the Company in connection with its Annual Meeting of Shareholders to be held in ~~2020~~2023 must do so no later than December ~~14, 2019.~~5, 2022. To be eligible for inclusion in the Company's ~~2020~~2023 proxy material, proposals must conform to the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended.

If a shareholder intends to present a proposal (including with respect to Director nominations) at the Company's ~~2020~~2023 Annual Meeting without the inclusion of that proposal in the Company's ~~2020~~2023 proxy materials, the shareholder must give written notice of such proposal no later than March ~~17, 2020,~~20, 2022, which is 60 days prior to the first anniversary of the preceding year's Annual Meeting, and no earlier than February ~~16, 2020,~~18, 2022, which is 90 days prior to the first anniversary of the preceding year's Annual Meeting, in accordance with the Code of Regulations, as amended.

Requests for Copies of the ~~2018~~2021 Annual Report

Upon the receipt of a written request from any shareholder, Invacare will mail, at no charge to the shareholder, a copy of Invacare's ~~2018~~2021 Annual Report on Form 10-K, including the financial statements and schedules required to be filed with the Securities and Exchange Commission, for Invacare's most recent fiscal year. Written requests for any Reports should be directed to:

Shareholder Relations Department

Invacare Corporation

One Invacare Way

Elyria, Ohio 44035

You are urged to sign and return your proxy promptly in the enclosed return envelope to make certain your shares will be voted at the Annual Meeting.

By Order of the Board of Directors,

ANTHONY C. LAPLACA

Secretary

~~Table of Contents~~

~~Appendix A~~

~~Amendment No. 1 to the~~

~~Invacare Corporation 2018 Equity Compensation Plan~~

This Amendment No. 1 (this “Amendment”) to the Invacare Corporation 2018 Equity Compensation Plan (the “2018 Equity Plan”) is hereby adopted and approved by the Board of Directors of Invacare Corporation (the “Board”) as of February 21, 2019, subject to the approval of the shareholders of Invacare Corporation. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the 2018 Equity Plan.

WHEREAS, Invacare Corporation (the “Company”) has adopted the 2018 Equity Plan, approved by the Company’s shareholders on May 17, 2018, under which the maximum number of Shares cumulatively available for issuance under the 2018 Plan (referred to in the 2018 Equity Plan as the “Aggregate Share Limit”) is the sum of: (i) 1,800,000 Shares; plus (ii) any shares available for issuance under the 2013 Equity Plan at the time of approval of the 2018 Equity Plan by the Company’s shareholders; and (iii) any Shares covered by an award under the 2018 Equity 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;

WHEREAS, based on the recommendation of the Compensation and Management Development Committee of the Board (the “Compensation Committee”), the Board has determined that it is desirable to (i) increase the Aggregate Share Limit by 3,000,000 Shares in order to allow more Shares to be available for issuance under the 2018 Equity Plan pursuant to awards thereunder, and increase the related limit on the total number of Shares issuable upon the exercise of Incentive Stock Options by the same amount, (ii) increase the annual individual limits with respect to the various types of awards provided for under the 2018 Equity Plan, (iii) modify the 2018 Equity Plan to clarify that no dividends, dividend equivalents or other distributions will be paid currently on any award of stock options or SARs before the exercise of the award and (iv) specify that no amendment to an award under the 2018 Equity Plan may accelerate the vesting or payment of the award except in the case of a participant’s death or disability;

WHEREAS, Article XII of the 2018 Equity Plan provides that the Board may amend the 2018 Equity Plan, subject to shareholder approval when any proposed amendment is subject to the approval of shareholders under applicable law, rules or regulations; and

~~WHEREAS, under New York Stock Exchange requirements, shareholders must approve the recommended increase to the Aggregate Share Limit.~~

~~NOW, THEREFORE, the Board hereby adopts and approves the following amendments to the 2018 Equity Plan, subject to shareholder approval and effective upon the receipt of such shareholder approval:~~


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

~~“4,800,000 Shares; plus”~~


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

“(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 4,800,000 Shares.”


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

“86~~Limitation on Shares Issued Pursuant to Awards. Notwithstanding any other provision of this Plan to the contrary, and subject to adjustment as provided in Section 4.06:~~


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

~~A 1~~

~~Table of Contents~~

~~Appendix A~~


~~(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:~~

~~“6.09~~ ~~Prohibition on Dividends. Notwithstanding any provision herein to the contrary, no dividends or dividend equivalents shall be paid with respect to an Option on either a current, deferred or contingent basis.”~~


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

~~“7.10~~ ~~Prohibition on Dividends. Notwithstanding any provision herein to the contrary, no dividends or dividend equivalents shall be paid with respect to a SAR on either a current, deferred or contingent basis.”~~


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

~~“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 or retroactively;~~ ~~provided~~, ~~however~~, that no amendment may accelerate the vesting or payment of an Award except in the case of a Participant’s death or disability. Except as provided in this Plan, the Committee will not make any modification of the Performance Targets or the level or levels of achievement with respect to such Award, but the Committee may exercise negative discretion with respect to a Participant’s Award, which will result in a lower percentage of the Award becoming vested, exercisable or payable compared to the actual level of achievement.”


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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~~Appendix B~~

~~INVACARE CORPORATION~~

~~2018 EQUITY COMPENSATION PLAN~~

~~ARTICLE I.~~

~~PURPOSE AND DURATION~~

~~Section 1.01.~~ ~~Establishment of the Plan.~~ Invacare Corporation, an Ohio corporation, hereby establishes an equity-based compensation plan, to be known as the Invacare Corporation 2018 Equity Compensation Plan (the “Plan”). The Plan was adopted by the Company’s Board on March 27, 2018, contingent on shareholder approval.

~~Section 1.02.~~ ~~Purposes of the Plan.~~ The purposes of the Plan are to further the growth and financial success of the Company and its Affiliates by aligning the interests of Participants more closely with the interests of the Company’s shareholders, to provide Participants with an additional incentive to excel in performing services for the Company and its Affiliates, and to promote teamwork among Participants. The Plan is further intended to provide flexibility to the Company and its Affiliates in attracting, motivating, and retaining key employees and directors. To achieve these objectives, the Plan provides for the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and Shares.

~~ARTICLE II.~~

~~DEFINITIONS AND RULES OF INTERPRETATION~~

~~Section 2.01.~~ ~~Definitions. For purposes of the Plan, the following words and phrases shall have the following meanings, unless a different meaning is plainly required by the context:~~


~~(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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~~this purpose shall be deemed to occur if the reduction is equivalent to a five percent (5%) or greater reduction in Participant’s annual base salary immediately prior to the Change in Control);~~


~~(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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~~return. Performance Measures may differ from Participant to Participant and from Award to Award.~~

In setting Performance Measures, the Committee may provide that any financial factor will be determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) or will be adjusted to exclude any or all GAAP or non-GAAP items.

If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Targets unsuitable, the Committee may in its discretion modify such Performance Targets or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable.


~~(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).~~

~~Section 2.02.~~ ~~Rules of Interpretation. The following rules shall govern in interpreting the Plan:~~


~~(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.~~

~~ARTICLE III.~~

~~ADMINISTRATION~~

~~Section 3.01.~~ ~~The Committee.~~ The Committee shall administer the Plan and, subject to the provisions of the Plan and applicable law, may exercise its discretion in performing its administrative duties. The Committee shall consist of not fewer than three (3) Directors, and Committee action shall require the affirmative vote of a majority of its members. The Committee shall be composed solely of Directors who are non-employee directors under Rule 16b-3.

~~Section 3.02.~~ ~~Authority of the Committee.~~ Except as limited by law or by the Articles of Incorporation or Code of Regulations of the Company, and subject to the provisions of the Plan, the Committee shall have full power and discretion to (a) select the Employees or Directors who shall participate in the Plan; (b) determine the sizes and types of Awards; (c) determine the terms and conditions of Awards in a manner consistent with the Plan; (d) construe and interpret the Plan, all Award Agreements, and any other agreements or instruments entered into under the Plan; (e) establish, amend, or waive rules and regulations for the Plan’s administration; and (f) amend the terms and conditions of any outstanding Award and applicable Award Agreement to the extent that such terms and conditions are within the discretion of the Committee, subject to the provisions of this Plan and any applicable law. Further, the Committee shall make all other determinations that may be necessary or advisable for the administration of the Plan. Each Award shall be evidenced by a written Award Agreement between the Company and the Participant and shall contain such terms and conditions established by the Committee consistent with the provisions of the Plan. Except as limited by applicable law or the Plan, the Committee may use its discretion to the maximum extent that it deems appropriate in administering the Plan.

~~Section 3.03.~~ ~~Delegation by the Committee.~~ ~~The Committee may delegate all or any part of its authority and powers under this Plan to one or more Directors or officers of the Company;~~ ~~provided~~, ~~however, the Committee may not delegate its authority and powers (i) with respect to grants to Section 16 Persons, or (ii) in a way that would jeopardize the Plan’s satisfaction of Rule 16b-3.~~

~~Section 3.04.~~ ~~Decisions Binding.~~ All determinations and decisions made by the Committee, the Board, or any delegate of the Committee pursuant to this Article shall be final, conclusive, and binding on all persons, including the Company and Participants.

~~ARTICLE IV.~~

~~SHARES SUBJECT TO THIS PLAN~~

~~Section 4.01.~~ ~~Number of Shares; Plan Limits.~~


~~(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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Plan pursuant to (i) the exercise of Options, (ii) the grant of Affiliated, Freestanding, and Tandem SARs, (iii) the grant of Restricted Stock, (iv) the payment of Restricted Stock Units, Performance Units and Performance Shares, and/or (v) the grant of Shares shall not exceed the sum of the following (the “Aggregate Share Limit”):


~~(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.~~

If, under the Plan, a Participant has elected to give up the right to receive compensation in exchange for Shares based on their Fair Market Value, such Shares will not count against 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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added back to the Aggregate Share Limit pursuant to Section 4.01(b) shall be added back in the same manner such Shares were originally counted against the Aggregate Share Limit pursuant to this Section 4.01(e).Each Share that is added back to the Aggregate Share Limit due to a cancellation or forfeiture of an award granted under the 2013 Equity Plan shall be added back in the same manner such Shares were originally counted against the aggregate share limit under the 2013 Equity Plan. Each Share that is added back to the Aggregate Share Limit due to a cancellation or forfeiture of an award granted under the 2003 Equity Plan pursuant to Section 4.01(a)(ii) shall be added back as one Share.

~~Section 4.02.~~ ~~Limitation on Shares Issued Pursuant to Awards.~~ ~~Notwithstanding any other provision of this Plan to the contrary, and subject to adjustment as provided in Section 4.06:~~


~~(a)~~	~~no Participant will be granted Options or SARs for more than 800,000Shares, 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.~~

~~Section 4.03.~~ ~~Limitation on Cash Awards.~~ Notwithstanding any other provision of this Plan to the contrary, in 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. In addition, notwithstanding any other provision of this Plan to the contrary, in any calendar year, 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.

~~Section 4.04.~~ ~~Restrictions on Shares.~~ Shares issued upon exercise of an Award shall be subject to the terms and conditions specified herein and to such other terms, conditions, and restrictions as the Committee may determine or provide in the Award Agreement. The Company shall not be required to issue or deliver any certificates for Shares, cash, or other property before (i) the listing of such Shares on any stock exchange (or other public market) on which the Shares may then be listed (or regularly traded) and (ii) the completion of any registration or qualification of such shares under federal, state, local, or other law, or any ruling or regulation of any government body that the Committee determines to be necessary or advisable. The Company may cause any certificate for Shares to be delivered hereunder to be properly marked with a legend or other notation reflecting the limitations on transfer of such Shares as provided in the Plan or as the Committee may otherwise require. Participants, or any other persons entitled to benefits under the Plan, must furnish to the Committee such documents, evidence, data, or other information as the Committee considers necessary or desirable for the purpose of administering the Plan. The benefits under the Plan for each Participant and other person entitled to benefits hereunder are to be provided on the condition that such Participant or other person furnish full, true, and complete data, evidence, or other information, and that he or she promptly sign any document reasonably requested by the Committee. No fractional Shares shall be issued under the Plan; rather, fractional shares shall be aggregated and then rounded to the next lower whole Share.

~~Section 4.05.~~ ~~Shareholder Rights.~~ Except with respect to Restricted Stock, as provided in Article VIII, no person shall have any rights of a shareholder (including, but not limited to, voting and dividend rights) as to Shares subject to an Award until, after proper exercise or vesting of the Award or other action as may be required by the Committee, such Shares shall have been recorded on the Company’s official shareholder records (or the records of its transfer agents or registrars) as

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having been issued and transferred to the Participant. Upon exercise of the Award or any portion thereof, the Company shall have a reasonable period in which to issue and transfer the Shares to the Participant, and the Participant shall not be treated as a shareholder for any purpose before such issuance and transfer. No payment or adjustment shall be made for cash dividends or other rights for which the record date is prior to the date on which such Shares are recorded as issued and transferred in the Company’s official shareholder records (or the records of its transfer agents or registrars), except as provided herein or in an Award Agreement.

~~Section 4.06.~~ ~~Changes in Stock Subject to the Plan.~~ In the event of any change in the Shares by virtue of a stock dividend, stock split or consolidation, reorganization, merger, spinoff, or similar transaction, the Committee shall, as it deems appropriate, adjust (i) the aggregate number and kind of Shares available for Awards, (ii) the number and kind of Shares subject to an Award, (iii) the number of Shares available for certain Awards under the limits set forth in Sections 4.01(d), 4.01(e), 4.02 and 4.07 of this Plan and (iv) the terms of the Award to prevent the dilution of Shares or the diminution of the Awards. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee, in its discretion, may provide in substitution for any or all outstanding Awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all Awards so replaced in a manner that complies with Code Section 409A. In addition, for each Option or SAR with an Exercise Price greater than the consideration offered in connection with any such transaction or event or a Change in Control, the Committee may in its sole discretion elect to cancel such Option or SAR without any payment to the person holding such Option or SAR. The Committee’s determination pursuant to this Section shall be final and conclusive; provided, however, no adjustment pursuant to this Section shall (i) be made to the extent that the adjustment would cause an Award to violate the requirements under Code Section 409A or (ii) change the One Hundred Thousand Dollar ($100,000) limit on Incentive Stock Options first exercisable during a year, as set out in Section 6.01.

~~Section 4.07.~~ ~~Shares Exempt from Minimum Vesting Requirements. Notwithstanding any provision in the Plan to the contrary,~~ up to 5% of the Aggregate Share Limit, as may be adjusted under Section 4.06 of this Plan, may be used for (i) Awards granted under Articles VIII through X of this Plan that are not subject to the one-year vesting requirements for Awards set forth in Sections 6.05, 7.04, 8.04(a), 9.04(a) and 10.03(a) of this Plan and (ii) Awards of Shares granted pursuant to Article XI of this Plan.

~~ARTICLE V.~~

~~ELIGIBILITY~~

Except as herein provided, individuals who are Employees or Directors shall be eligible to participate in the Plan and be granted Awards. The Committee may, from time to time and in its sole discretion, select the Employees or Directors to be granted Awards and determine the terms and conditions with respect to each Award. In making any such selection and in determining the form of an Award, the Committee may give consideration to the functions and responsibilities of the Employee or Director and the Employee’s or Director’s contributions to the Company or its Affiliates, the value of the Employee’s or Director’s services (past, present, and future) to the Company or its Affiliates, and such other factors as it deems relevant.

~~ARTICLE VI.~~

~~STOCK OPTIONS~~

~~Section 6.01.~~ ~~Grant of Options.~~ Subject to the terms and provisions of the Plan, the Committee may grant Options to any Employee or Director in such amounts as the Committee may determine. The Committee may grant Incentive Stock Options, Nonqualified Stock Options, or any combination thereof. The Committee shall determine the number of Shares subject to each Option,

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subject to the express limitations of the Plan. Furthermore, no Participant may be granted Incentive Stock Options under this Plan (when combined with incentive stock options granted under any other plan of the Company or an Affiliate) that would result in Shares with an aggregate Fair Market Value (determined as of the Grant Date(s)) of more than One Hundred Thousand Dollars ($100,000) first becoming exercisable in any one calendar year.

~~Section 6.02.~~ ~~Option Award Agreement.~~ Each Option shall be evidenced by an Option Award Agreement that shall specify the Exercise Price, the number of Shares to which the Option pertains, the Option Period, any conditions to exercise of the Option, and such other terms and conditions as the Committee shall determine. The Option Award Agreement also shall specify whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option. Incentive Stock Options and related Award Agreements shall comply with the requirements of Code Section 422; provided, however, that, to the extent that a purported Incentive Stock Option does not comply with the requirements for “incentive stock options” under Code Section 422, that portion of the Option shall be deemed a Nonqualified Stock Option.

~~Section 6.03.~~ ~~Exercise Price.~~ ~~Subject to the provisions of this Section, the Committee shall determine the Exercise Price under each Option.~~


~~(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.

~~Section 6.04.~~ ~~Duration of Options.~~ ~~The Option Period with respect to each Option shall commence and expire at such times as the Committee shall provide in the Award Agreement, provided that:~~


~~(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).

~~Section 6.05.~~ ~~Exercisability of Options.~~ Subject to Article XIV, all Options granted under this Plan shall be exercisable at such times, under such terms, and subject to such restrictions and conditions as the Committee shall determine and specify in the applicable Award Agreement; provided, however, that, except as provided in Section 4.07, no Option shall become exercisable prior to the first anniversary of its Grant Date. An Award Agreement for an Option may provide that such Option becomes exercisable in the event of the Participant’s death, disability or retirement.

~~Section 6.06.~~ ~~Method of Exercise.~~ Subject to the provisions of this Article and the applicable Award Agreement, a Participant may exercise an Option, in whole or in part, at any time during the applicable Option Period by giving written notice to the Company of exercise on a form provided by the Committee (if available). Such notice shall specify the number of Shares subject to the Option to be purchased and shall be accompanied by payment in full of the total Exercise Price by cash or check or such other form of payment as the Company may accept. If permitted by the Committee or the applicable the Award Agreement, payment in full or in part also may be made by:


~~(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.~~

No Shares shall be issued until full payment therefor has been made. A Participant shall have all of the rights of a shareholder of the Company holding the class of Shares subject to such Option (including, if applicable, the right to vote the shares or the right to receive dividends) when the Participant has given written notice of exercise, has paid the total Exercise Price, and such Shares have been recorded on the Company’s official shareholder records (or the records of its transfer agents or registrars) as having been issued and transferred to the Participant.

~~Section 6.07.~~ ~~Restrictions on Share Transferability.~~ In addition to the restrictions imposed by Section 15.09 of the Plan, the Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option as it may deem advisable or appropriate, including, but not limited to, restrictions related to applicable federal and state securities laws and the requirements of any national securities exchange or market on which Shares are then listed or regularly traded.

~~Section 6.08.~~ ~~Prohibition on Repricing of Stock Options~~. Except as permitted under Section 4.06 of the Plan, the terms of any outstanding Option may not be amended without shareholder approval to reduce the Exercise Price of such outstanding Option or to cancel such outstanding

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~~Option in exchange for cash, other Awards, or an Option or SAR with an exercise price that is less than the Exercise Price of the original Option.~~

~~ARTICLE VII.~~

~~STOCK APPRECIATION RIGHTS~~

~~Section 7.01.~~ ~~Grant of SARs.~~ Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Affiliated SARs, Freestanding SARs, Tandem SARs, or any combination thereof to any Employee or Director in such amounts as the Committee, in its sole discretion, shall determine. The Committee, subject to the provisions of this Plan, shall have complete discretion to determine the terms and conditions of SARs granted under the Plan; provided, however, the Exercise Price of a Freestanding SAR shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date, and the Exercise Price of a Tandem SAR or an Affiliated SAR shall be equal to the Exercise Price of the Option to which such SAR relates. The number of Shares to which an SAR relates as well as the Exercise Price for an SAR shall be subject to adjustment pursuant to Section 4.06.

~~Section 7.02.~~ ~~Exercise of Tandem SARs.~~ Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. The following requirements shall apply to all Tandem SARs: (i) the Tandem SAR shall expire not later than the date on which the related Option expires; (ii) the value of the payout with respect to the Tandem SAR shall be no more than one hundred percent (100%) of the difference between the Exercise Price of the underlying Option and one hundred percent (100%) of the Fair Market Value of the Shares subject to the related Option at the time the Tandem SAR is exercised; and (iii) the Tandem SAR shall be exercisable only when the Fair Market Value of the Shares subject to the Option to which the Tandem SAR relates exceeds the Exercise Price of such Option.

~~Section 7.03.~~ ~~Exercise of Affiliated SARs.~~ An Affiliated SAR shall be deemed to be exercised upon the exercise of the Option to which the Affiliated SAR relates. Such deemed exercise of an Affiliated SAR shall not reduce the number of Shares subject to the related Option.

~~Section 7.04.~~ ~~Exercise of Freestanding SARs.~~ Subject to Article XIV, Freestanding SARs shall be exercisable on such terms and conditions as the Committee, in its sole discretion, shall specify in the applicable Award Agreement; provided, however, that, except as provided in Section 4.07, no SAR shall become exercisable prior to the first anniversary of its Grant Date. An Award Agreement for a Freestanding SAR may provide that such Freestanding SAR becomes exercisable in the event of the Participant’s death, disability or retirement.

~~Section 7.05.~~ ~~SAR Award Agreement.~~ Each SAR shall be evidenced by an Award Agreement that specifies the Exercise Price, the expiration date of the SAR, the number of SARs, any conditions on the exercise of the SAR, and such other terms and conditions as the Committee, in its sole discretion, shall determine. The Award Agreement shall also specify whether the SAR is an Affiliated SAR, Freestanding SAR, Tandem SAR, or a combination thereof.

~~Section 7.06.~~ ~~Expiration of SARs.~~ Each SAR granted under this Plan shall expire upon the date determined by the Committee, in its sole discretion, as set forth in the applicable Award Agreement. Notwithstanding the foregoing, the terms and provisions of Section 6.04 also shall apply to Affiliated and Tandem SARs.

~~Section 7.07.~~ ~~Payment of SAR Amount.~~ ~~Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:~~

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~~(a)~~	~~the SAR’s Spread; by~~


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

At the sole discretion of the Committee, such payment may be in cash, in Shares that have a Fair Market Value equal to the cash payment calculated under this Section, or in a combination of cash and Shares.

~~Section 7.08.~~ ~~Termination of SAR.~~ An Affiliated SAR or Tandem SAR shall terminate at such time as the Option to which such SAR relates terminates. A Freestanding SAR shall terminate at the time provided in the applicable Award Agreement, and under no circumstances more than 10 years from the Grant Date.

~~Section 7.09.~~ ~~Prohibition on Repricing SARs~~. Except as permitted under Section 4.06 of the Plan, the terms of any outstanding SAR may not be amended without shareholder approval to reduce the Exercise Price of such outstanding SAR or to cancel such outstanding SAR in exchange for cash, other Awards, or an Option or SAR with an exercise price that is less than the Exercise Price of the original SAR.

~~ARTICLE VIII.~~

~~RESTRICTED STOCK~~

~~Section 8.01.~~ ~~Grants of Restricted Stock.~~ Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock to any Employee or Director in such amounts as the Committee, in its sole discretion, shall determine.

~~Section 8.02.~~ ~~Restricted Stock Award Agreement.~~ Each Award of Restricted Stock shall be evidenced by an Award Agreement, which shall specify the Period of Restriction, the number of Shares granted, and the terms and conditions of the Award, subject to Article XIV. The Committee may, in its discretion, set Performance Targets in an Award Agreement for Restricted Stock that must be satisfied for the restrictions on some or all of the Shares to be released at the end of the Period of Restriction.

~~Section 8.03.~~ ~~Restrictions on Transferability.~~ Except as provided in Section 15.09 or this Article, Shares of Restricted Stock may not be sold, transferred, assigned, margined, encumbered, gifted, bequeathed, alienated, hypothecated, pledged, or otherwise disposed of, whether by operation of law, whether voluntarily or involuntarily or otherwise, until the end of the applicable Period of Restriction.

~~Section 8.04.~~ ~~Other Restrictions.~~ ~~The Committee, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate in accordance with this Article.~~

~~(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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~~of such restrictions. For example, the Committee may determine that some or all certificates representing Shares of Restricted Stock shall bear the following legend:~~

THE SALE, PLEDGE, OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER UNDER FEDERAL AND STATE SECURITIES LAWS AND UNDER THE INVACARE CORPORATION 2018 EQUITY COMPENSATION PLAN, AS SET FORTH IN AN AWARD AGREEMENT EXECUTED THEREUNDER. A COPY OF SUCH PLAN AND SUCH AWARD AGREEMENT MAY BE OBTAINED FROM THE CORPORATE SECRETARY OF INVACARE CORPORATION.

~~Section 8.05.~~ ~~Removal of Restrictions.~~ Except as otherwise provided in this Article, as soon as practicable after the applicable Period of Restriction lapses, Shares of Restricted Stock covered by an Award shall be subject to release to the Participant. For Awards of Restricted Stock for which the restrictions are based on the achievement of Performance Targets, the number of Shares to be released shall be determined as a function of the extent to which the applicable Performance Targets have been achieved and to the extent that the Shares are not earned, they shall be forfeited. Notwithstanding any provision in the Plan to the contrary, to the extent permitted under Code Section 409A, and the regulations thereunder, without resulting in adverse tax consequences, any Award Agreement for Restricted Stock may provide for the earlier termination of restrictions on such Restricted Stock in the event of the Participant’s death, disability or retirement.

~~Section 8.06.~~ ~~Dividends~~. No dividends or other distributions shall be paid currently on any grant of Shares of Restricted Stock during the applicable Period of Restriction; provided, however, any Award of Shares of Restricted Stock may provide that any or all dividends or other distributions otherwise payable thereon during the applicable Period of Restriction be automatically deferred contingent upon the vesting of the underlying Shares or reinvested in additional Shares of Restricted Stock, which shall be subject to the same restrictions as the underlying Award.

~~Section 8.07.~~ ~~Voting Rights.~~ ~~During the Period of Restriction, an Award Agreement for Restricted Stock may permit the Participant to exercise full voting rights with respect to the Shares granted thereunder.~~

~~Section 8.08.~~ ~~Return of Restricted Stock to Company.~~ On the date set forth in the applicable Award Agreement, the Restricted Stock for which restrictions have not lapsed by the last day of the Period of Restriction shall revert to the Company and thereafter shall be available for the grant of new Awards.

~~ARTICLE IX.~~

~~RESTRICTED STOCK UNITS~~

~~Section 9.01.~~ ~~Grants of Restricted Stock Units.~~ Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Restricted Stock Units to any Employee or Director in such amounts as the Committee, in its sole discretion, shall determine.

~~Section 9.02.~~ ~~Restricted Stock Unit Award Agreement.~~ Each Award of Restricted Stock Units shall be evidenced by an Award Agreement, which shall specify the Period of Restriction, the number of Restricted Stock Units (including the number of Shares or cash to be delivered or paid upon the lapse of restrictions), and the terms and conditions of the Award, subject to Article XIV. The Committee may, in its discretion, set Performance Targets in an Award Agreement for Restricted Stock Units that must be satisfied for the restrictions on some or all of the Shares to be delivered or cash to be paid at the end of the Period of Restriction.

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~~Section 9.03.~~ ~~Restrictions on Transferability.~~ Except as provided in Section 15.09 or this Article, Restricted Stock Units may not be sold, transferred, assigned, margined, encumbered, gifted, bequeathed, alienated, hypothecated, pledged, or otherwise disposed of, whether by operation of law, whether voluntarily or involuntarily or otherwise.

~~Section 9.04.~~ ~~Other Restrictions. The Committee, in its sole discretion, may impose such other restrictions on Restricted Stock Units as it may deem advisable or appropriate in accordance with this Article.~~

~~(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.

~~Section 9.05.~~ ~~Removal of Restrictions.~~ Except as otherwise provided in this Article, as soon as practicable after the applicable Period of Restriction lapses, Restricted Stock Units covered by an Award shall be subject to release to the Participant. For Awards of Restricted Stock Units for which the restrictions are based on the achievement of Performance Targets, the number of Shares to be delivered (or cash to be paid) shall be determined as a function of the extent to which the applicable Performance Targets have been achieved and to the extent that the Restricted Stock Units are not earned, they shall be forfeited. Notwithstanding any provision in the Plan to the contrary, to the extent permitted under Code Section 409A, and the regulations thereunder, without resulting in adverse tax consequences, any Award Agreement for Restricted Stock Units may provide for the earlier termination of restrictions on such Restricted Stock Units in the event of the Participant’s death, disability or retirement.

~~Section 9.06.~~ ~~Dividends Equivalents~~. No dividends or other distributions shall be paid currently with respect to any Restricted Stock Units during the applicable Period of Restriction; provided, however, any Award of Restricted Stock Units may provide that any or all dividends or other distributions otherwise payable with respect to the underlying Shares during the applicable Period of Restriction or Performance Period be automatically deferred as dividend equivalents contingent upon the vesting of the underlying Restricted Stock Units or reinvested in additional Restricted Stock Units, which shall be subject to the same restrictions (including the achievement of any Performance Targets) as the underlying Award.

~~Section 9.07.~~ ~~Ownership.~~ ~~During the Period of Restriction, the Participant will have no rights of ownership in the Shares subject to the Restricted Stock Units and shall have no right to vote such Shares.~~

~~Section 9.08.~~ ~~Cancellation of Restricted Stock Units.~~ On the date set forth in the applicable Award Agreement, all Restricted Stock Units that have not been earned or vested shall be forfeited and thereafter the Shares subject to such forfeited Restricted Stock Units shall be available for the grant of new Awards.

~~ARTICLE X.~~

~~PERFORMANCE UNITS AND PERFORMANCE SHARES~~

~~Section 10.01.~~ ~~Grant of Performance Units/Shares.~~ ~~Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Performance Units and/or~~

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Performance Shares to any Employee or Director in such amounts as the Committee, in its sole discretion, shall determine. The Committee shall have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant, subject to the express limitations of the Plan.

~~Section 10.02.~~ ~~Value of Performance Units/Shares.~~ Each Performance Unit shall have an initial value that is established by the Committee on or before the Grant Date. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the Grant Date.

~~Section 10.03.~~ ~~Performance Objectives and Other Terms.~~ The Committee shall set performance objectives in its sole discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units or Performance Shares, or both, that will be paid to the Participant. Each Award of Performance Units or Performance Shares shall be evidenced by an Award Agreement, which shall specify the number of Performance Units or Performance Shares, the Performance Period, the performance objectives, and such other terms and conditions as the Committee, in its sole discretion, shall determine, subject to Article XIV.

The Committee may set performance objectives based upon (i) the achievement of Performance Targets; provided that, except as provided in Section 4.07, the Performance Period for any Performance Share or Performance Unit shall be at least one year, (ii) applicable Federal or state securities laws, or (iii) any other basis determined by the Committee in its sole discretion.

~~Section 10.04.~~ ~~Earning of Performance Units/Shares.~~ After the applicable Period of Restriction has ended, the holder of Performance Units or Performance Shares shall be entitled to receive those Performance Units or Performance Shares, as the case may be, earned by the Participant over the Performance Period, to be determined as a function of the extent to which the applicable Performance Targets have been achieved. Notwithstanding any provision in the Plan to the contrary, to the extent permitted under Code Section 409A, and the regulations thereunder, without resulting in adverse tax consequences, any Award Agreement for Performance Shares or Performance Units may provide for the earlier lapse of restrictions or other modifications in the event of the Participant’s death, disability or retirement.

~~Section 10.05.~~ ~~Form and Timing of Payment of Performance Units/Shares.~~ Each Award Agreement for Performance Shares or Performance Units will specify the time and manner of payment for any such Performance Shares or Performance Units that have been earned. The Committee, in its sole discretion, may pay earned Performance Units or Performance Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units or Performance Shares, as the case may be, determined as of the last day of the applicable Performance Period), or a combination thereof.

~~Section 10.06.~~ ~~Dividend Equivalents~~. No dividends or other distributions shall be paid currently with respect to any Performance Shares during the applicable Period of Restriction; provided, however, any Award of Performance Shares may provide that any or all dividends or other distributions otherwise payable with respect to the underlying Shares during the applicable Performance Period be automatically deferred as dividend equivalents contingent upon the vesting of the underlying Performance Shares or reinvested in additional Performance Shares, which shall be subject to the same restrictions (including the achievement of any Performance Targets) as the underlying Award.

~~Section 10.07.~~ ~~Cancellation of Performance Units/Shares.~~ On the date set forth in the applicable Award Agreement, all Performance Units or Performance Shares that have not been earned or vested shall be forfeited and thereafter shall be available for the grant of new Awards.

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~~ARTICLE XI.~~

~~SHARE GRANTS~~

Subject to the provisions of the Plan, the Committee may make an Award of Shares to any Employee or Director in such amount as the Committee, in its sole discretion, may determine. A grant pursuant to this Section may be evidenced by a Share Award Agreement or such other document as the Committee, in its sole discretion, determines to be appropriate; provided, however, the Shares shall be freely transferable, and the Committee shall not impose Performance Targets, a Period of Restriction, or any other conditions, restrictions, or risks of forfeiture on the Award. Awards of shares pursuant to this Section shall be subject to the withholding requirements of Article XIII.

~~ARTICLE XII.~~

~~AMENDMENT, TERMINATION, AND DURATION~~

~~Section 12.01.~~ ~~Amendment, Suspension, or Termination~~.

~~(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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or retroactively. Except as provided in this Plan, the Committee will not make any modification of the Performance Targets or the level or levels of achievement with respect to such Award, but the Committee may exercise negative discretion with respect to a Participant’s Award, which will result in a lower percentage of the Award becoming vested, exercisable or payable compared to the actual level of achievement.


~~(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.~~

~~Section 12.02.~~ ~~Duration of the Plan and Shareholder Approval.~~ The Plan shall become effective on the Effective Date and shall terminate automatically ten years thereafter, unless terminated pursuant to its terms before that time. Notwithstanding the preceding sentence, termination of the Plan shall not affect any Award granted before the date of termination, unless expressly provided in the applicable Award Agreement or a duly adopted Plan amendment.

~~ARTICLE XIII.~~

~~TAX WITHHOLDING~~

~~Section 13.01.~~ ~~Withholding Requirements.~~ Prior to the delivery of any Shares or cash pursuant to the payment or exercise of an Award, the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy all federal, state, and local income and employment taxes required to be withheld with respect to the payment or exercise of such Award.

~~Section 13.02.~~ ~~Withholding Arrangements.~~ The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, including in an Award Agreement, may permit a Participant to satisfy such tax withholding obligation, in whole or in part, by (i) electing to have the Company withhold otherwise deliverable Shares (except in the case of exercises of Incentive Stock Options), or (i) delivering to the Company Shares then owned by the Participant having a Fair Market Value equal to the amount required to be withheld. In no event will the Fair Market Value of the Shares withheld and delivered to satisfy applicable withholding taxes in connection with the benefit provided under the Plan exceed the minimum amount of taxes required to be withheld. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the taxes are required to be withheld.

~~ARTICLE XIV.~~

~~CHANGE IN CONTROL~~

~~Section 14.01.~~ ~~Definition. For purposes of the Plan, a “Change in Control” shall mean that the conditions or events set forth in any one or more of the following subsections shall have occurred:~~

~~(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~~

~~B-19~~

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~~Appendix B~~

majority of the Directors unless the election of each new Director (over such period) was approved or recommended by the vote of at least two‑thirds of the Directors then still in office who were Directors at the beginning of the period;

~~(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.

~~Section 14.02.~~ ~~Company Remains Surviving Entity or Awards Assumed by Successor~~

~~(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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~~Appendix B~~


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

For purposes of this Section 14.02(b), the “prorated amount” will be based on the actual level of achievement against the Award’s Performance Targets during the Performance Period up to the date of the Change in Control and the number of full months that elapsed during the Award’s Performance Period up to, and as of, the date of the Change in Control. The Committee may, in good faith, adjust performance goals to account for the shortened Performance Period.


~~(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.~~

~~Section 14.03.~~ ~~Awards Not Assumed by Successor~~.

~~(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.

~~For purposes of this Section 14.03(a), the “prorated amount” will be based on the actual level of achievement against the Award’s Performance Targets during the Performance~~

~~B-21~~

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~~Appendix B~~

Period up to, and as of, the date of the Change in Control and the number of full months that elapsed during the Award’s Performance Period up to the date of the Change in Control. The Committee may, in good faith, adjust performance goals to account for the shortened Performance Period.

~~(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.

~~ARTICLE XV.~~

~~MISCELLANEOUS~~

~~Section 15.01.~~ ~~Mistake of Fact.~~ ~~Any mistake of fact or misstatement of facts shall be corrected when it becomes known by a proper adjustment to an Award or Award Agreement.~~

~~Section 15.02.~~ ~~Evidence~~. Evidence required of anyone under the Plan may be by certificate, affidavit, document, or other information which the person relying thereon considers pertinent and reliable, and signed, made, or presented by the proper party or parties.

~~Section 15.03.~~ ~~Notices~~. Any notice or document required to be given to or filed with the Committee will be properly given or filed if hand delivered (and a delivery receipt is received) or mailed by certified mail, return receipt requested, postage paid, to the Committee at One Invacare Way, Elyria, Ohio 44035.

~~Section 15.04.~~ ~~No Effect on Employment or Service.~~ Neither the Plan, the grant of an Award, or the execution of an Award Agreement shall confer upon any Participant any right to continued employment by the Company or an Affiliate or interfere with or limit in any way the right of the Company or an Affiliate to terminate any Participant’s employment or service at any time, with or without Cause. Employment with the Company and its Affiliates is on an at-will basis only, unless otherwise provided by a written employment or severance agreement, if any, between the Participant and the Company or Affiliate, as the case may be. If there is any conflict between the provisions of the Plan and an employment or severance agreement between a Participant and the Company or an Affiliate, the provisions of such employment or severance agreement shall control, including, but not limited to, the vesting and forfeiture of any Awards.

~~B-22~~

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~~Appendix B~~

~~Section 15.05.~~ ~~No Company Obligation.~~ Unless required by applicable law, the Company, an Affiliate, the Board of Directors, and the Committee shall not have any duty or obligation to disclose material information to a record or beneficial holder of Shares or an Award, and such holder shall have no right to be advised of any material information regarding the Company or any Affiliate at any time prior to, upon, or in connection with the receipt, exercise, or distribution of an Award.

~~Section 15.06.~~ ~~Participation.~~ No Employee shall have the right to be selected to receive an Award, or, having been selected, to be selected to receive a future Award. Participation in the Plan will not give any Participant any right or claim to any benefit under the Plan, unless such right or claim has accrued under the express terms of the Plan.

~~Section 15.07.~~ ~~Liability and Indemnification.~~ No member of the Board, the Committee, or any officer or employee of the Company or any Affiliate shall be personally liable for any action, failure to act, decision, or determination made in good faith in connection with the Plan. By participating in the Plan, each Participant agrees to release and hold harmless the Company and its Affiliates (and their respective directors, officers, and employees) and the Committee from and against any tax liability, including, but not limited to, interest and penalties, incurred by the Participant in connection with his receipt of Awards under the Plan and the payment and exercise thereof. Each person who is or shall have been a member of the Committee or the Board or served as an officer of the Company or any of its Affiliates or Subsidiaries shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense (including, but not limited to, attorneys’ fees) that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Award Agreement, unless a court of competent jurisdiction determines in a final, non-appealable order that such act or omission was the result of gross negligence, willful misconduct or intentional wrong-doing, and (ii) any and all amounts paid by him or her in settlement thereof, with the Company’s prior written approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her; provided, however, that he or she shall give the Company an opportunity, at the Company’s expense, to handle and defend such claim, action, suit, or proceeding before he or she undertakes to handle and defend the same on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws, by contract, as a matter of law or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

~~Section 15.08.~~ ~~Successors~~. All obligations of the Company hereunder with respect to Awards shall be binding on any successor to the Company, whether or not the existence of such successor is the result of a Change in Control of the Company. The Company shall not, and shall not permit its Affiliates to, recommend, facilitate, or agree or consent to a transaction or series of transactions that would result in a Change in Control of the Company unless and until the person or persons or entity or entities acquiring control of the Company as a result of such Change in Control agree(s) to be bound by the terms of the Plan insofar as it pertains to Awards theretofore granted and agrees to assume and perform the obligations of the Company hereunder.

~~Section 15.09.~~ ~~Nontransferability of Awards.~~ Except as provided in Subsection (a) or (b), no Award can be sold, transferred, assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged, or otherwise disposed of, whether by operation of law, whether voluntarily or involuntarily or otherwise, other than by will or by the laws of descent and distribution. In addition, no Award shall be subject to execution, attachment, or similar process. In no event may any Award be transferred for value. Any attempted or purported transfer of an Award in contravention of the Plan or an Award Agreement shall be null and void ab initio and of no force or effect whatsoever. All rights with respect to an Award granted to a Participant shall be exercisable during his or her lifetime only by the Participant.

~~B-23~~

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~~Appendix B~~

~~(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.

~~Section 15.10.~~ ~~No Rights as Shareholder.~~ Except as expressly provided in Article VIII, no Participant (or any Beneficiary) shall have any of the rights or privileges of a shareholder of the Company with respect to any Shares issuable pursuant to an Award (or the exercise thereof), unless and until certificates representing such Shares shall have been recorded on the Company’s official shareholder records (or the records of its transfer agents or registrars) as having been issued and transferred to the Participant (or his or her Beneficiary).

~~Section 15.11.~~ ~~Funding~~. Benefits payable under this Plan to any person shall be paid by the Company from its general assets. Shares to be distributed hereunder shall be issued directly by the Company from its authorized but unissued Shares or acquired by the Company on the open market, or a combination thereof. Neither the Company nor any of its Affiliates shall be required to segregate on their books or otherwise establish any funding procedure for any amount to be used for the payment of benefits under this Plan. The Company or any of its Affiliates may, however, in their sole discretion, set funds aside in investments to meet any anticipated obligations under this Plan. Any such action or set-aside shall not be deemed to create a trust of any kind between the Company or any of its Affiliates and any Participant or other person entitled to benefits under the Plan or to constitute the funding of any Plan benefits. Consequently, any person entitled to a payment under the Plan will have no rights greater than the rights of any other unsecured general creditor of the Company or its Affiliates.

~~Section 15.12.~~ ~~Compliance with Code Section 409A~~.


~~(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

~~B-24~~

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~~Appendix B~~

any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Code Section 409A will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

~~(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.

~~Section 15.13.~~ ~~Clawback Rights~~. The Plan will be administered in compliance with Section 10D of the Act, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Shares may be traded, and any Company policy adopted pursuant to such law, rules, or regulations and any Award Agreement may be amended to further such purpose without the consent of the Participant. Without limiting the generality of the foregoing and notwithstanding anything herein to the contrary, if the Board or any appropriate Board committee has determined that any fraud or intentional misconduct by a Participant was a significant contributing factor to the Company’s having to restate all or a portion of its financial statement(s), the Board or committee may take such actions as it deems necessary, in its discretion, to remedy the misconduct and prevent its recurrence. In determining what remedies to pursue, the Board or committee will take into account all relevant factors, including whether the restatement was the result of fraud or intentional misconduct. The Board may, to the extent permitted by applicable law, in appropriate cases, require reimbursement of any incentive compensation paid to the Participant for any fiscal period commencing on or after the Effective Date if and to the extent that (a) the amount of incentive compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement, (b) the Participant engaged in any fraud or intentional misconduct that significantly contributed to the need for the restatement, and (c) the amount of the bonus or incentive compensation that would have been awarded to the Participant had the financial results been properly reported

~~B-25~~

~~Table of Contents~~

~~Appendix B~~

would have been lower than the amount actually awarded. In addition, the Board may dismiss the Participant, authorize legal action, or take such other action to enforce the Participant’s obligations to the Company as it may deem appropriate in view of all the facts surrounding the particular case. ~~This Section 15.13 shall not be the Company’s exclusive remedy with respect to such matters.~~

~~Section 15.14.~~ ~~Use of Proceeds.~~ ~~The proceeds received by the Company from the sale of Shares pursuant to the Plan will be used for general corporate purposes.~~

~~B-26~~



~~INVACARE CORPORATION~~		~~VOTE BY MAIL~~
~~ONE INVACARE WAY~~		~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~
~~ELYRIA, OH 44035-4190~~



~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK:~~
	~~E67551-P21502~~	~~KEEP THIS PORTION FOR YOUR RECORDS~~

~~_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _~~



				~~DETACH AND RETURN THIS PORTION ONLY~~
~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~

INVACARE CORPORATION For Withhold For All To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
All All Except
The Board of Directors recommends that you vote
FOR all nominees in Proposal 1:

1. Election of Directors o o o

Nominees:

1) Susan H. Alexander 5) C. Martin Harris, M.D.
2) Petra Danielsohn-Weil, PhD 6) Matthew E. Monaghan
3) Diana S. Ferguson 7) Clifford D. Nastas
4) Marc M. Gibeley 8) Baiju R. Shah

The Board of Directors recommends you vote FOR proposals 2 through 6. For Against Abstain

2. Approve and adopt Amendment No. 1 to the Invacare Corporation 2018 Equity Compensation Plan. o o o

3. Approve the issuance of common shares upon the conversion of outstanding Convertible Senior Notes. o o o

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

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

6. An advisory vote to approve the compensation of the Company's Named Executive Officers. o o o

NOTE: If any other matters properly come before the meeting or any adjournment thereof, the persons named in this proxy will vote the shares represented by this proxy in their discretion.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

~~YOUR VOTE IS IMPORTANT~~

~~Regardless of whether you plan to attend the Annual Meeting of Shareholders, please promptly return your proxy card in the enclosed envelope.~~

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~

~~The Form 10-K and the Notice of Annual Meeting and Proxy Statement are available at~~

~~www.invacare.com/annualreport.~~

~~_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _~~

~~E67552-P21502~~

~~INVACARE CORPORATION~~

~~PROXY FOR COMMON SHARES AND CLASS B COMMON SHARES~~

~~Annual Meeting of Shareholders - May 16, 2019~~

~~This proxy is solicited by the Board of Directors~~

The undersigned hereby (i) appoints KATHLEEN P. LENEGHAN and ANTHONY C. LAPLACA, and each of them, as proxy holders and attorneys, with full power of substitution, to appear and vote all of the Common Shares and Class B Common Shares of INVACARE CORPORATION (the "Company"), which the undersigned shall be entitled to vote at the Annual Meeting of Shareholders of the Company, to be held at the Company's Headquarters, One Invacare Way, Elyria, Ohio on Thursday, May 16, 2019 at 10:00 A.M. (EDT) and at any adjournments thereof, hereby revoking any and all proxies heretofore given, and (ii) authorizes and directs said proxy holders to vote all of the Common Shares and Class B Common Shares of the Company represented by this proxy as indicated on the reverse side.

~~This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is given, this~~proxy will be voted "FOR" the election of the eight director nominees nominated by the Board of Directors, "FOR" Proposal 2, "FOR" Proposal 3, "FOR" Proposal 4, "FOR" Proposal 5 and "FOR" Proposal 6. If any other matters properly come before the meeting or any adjournment thereof, the persons~~named in this proxy will vote the shares represented by this proxy in their discretion.~~

~~Continued and to be signed on reverse side~~



~~INVACARE CORPORATION~~		~~VOTE BY MAIL~~
~~ONE INVACARE WAY~~		~~Mark, sign and date your voting instruction card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~
~~ELYRIA, OH 44035-4190~~



~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK:~~
	~~E67553-P12502~~	~~KEEP THIS PORTION FOR YOUR RECORDS~~

~~_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _~~



				~~DETACH AND RETURN THIS PORTION ONLY~~
~~THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.~~

INVACARE CORPORATION For Withhold For All To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
All All Except
The Board of Directors recommends that you vote
FOR all nominees in Proposal 1:

1. Election of Directors o o o

Nominees:

1) Susan H. Alexander 5) C. Martin Harris, M.D.
2) Petra Danielsohn-Weil, PhD 6) Matthew E. Monaghan
3) Diana S. Ferguson 7) Clifford D. Nastas
4) Marc M. Gibeley 8) Baiju R. Shah

The Board of Directors recommends you vote FOR proposals 2 through 6. For Against Abstain

2. Approve and adopt Amendment No. 1 to the Invacare Corporation 2018 Equity Compensation Plan. o o o

3. Approve the issuance of common shares upon the conversion of outstanding Convertible Senior Notes. o o o

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

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

6. An advisory vote to approve the compensation of the Company's Named Executive Officers. o o o

NOTE: If any other matters properly come before the meeting or any adjournment thereof, the trustees will vote the shares represented by this card in their discretion.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

~~YOUR VOTE IS IMPORTANT~~

~~Regardless of whether you plan to attend the Annual Meeting of Shareholders, please promptly return your voting instruction card in the enclosed envelope.~~

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~

~~The Form 10-K and the Notice of Annual Meeting and Proxy Statement are available at~~

~~www.invacare.com/annualreport.~~

~~_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _~~

~~E67554-P21502~~

~~INVACARE CORPORATION~~

~~COMMON SHARES AND CLASS B COMMON SHARES~~

~~VOTING INSTRUCTION CARD~~

~~Annual Meeting of Shareholders - May 16, 2019~~

~~This card is solicited on behalf of the trustees of the Invacare Retirement Savings Plan~~

The undersigned hereby instructs the trustees of the Invacare Retirement Savings Plan to vote all of the Common Shares and Class B Common Shares of INVACARE CORPORATION (the "Company") which the undersigned is entitled to vote as a participant in the Invacare Retirement Savings Plan at the Annual Meeting of Shareholders of the Company, to be held at the Company's Headquarters, One Invacare Way, Elyria, Ohio on Thursday, May 16, 2019 at 10:00 A.M. (EDT) and at any adjournments thereof. The undersigned authorizes and directs the trustees of the Invacare Retirement Savings Plan to vote all of the Common Shares and Class B Common Shares of the Company represented by this Card as indicated on the reverse side.

The shares represented by this card, when this card is properly executed, will be voted in the manner directed herein. If no such direction is given, said shares will be voted in the same proportions that all shares under the Invacare Retirement Savings Plan for which instructions were received will be voted. If any other matters properly come before the meeting or any adjournment thereof, the trustees will vote the shares represented by this card in their discretion.

~~Continued and to be signed on reverse side~~



TABLE OF CONTENTS

Proxy Summary			1
Annual Meeting of Shareholders			1
Annual Meeting Proposals			21
Corporate Governance Highlights and Board Composition			21
Our Commitment to ESG and DEI Principles			4
Executive Leadership Driving Business Transformation			45
Executive Compensation			46
Shareholder Engagement Program			67
Response to Advisory Vote and Shareholder Feedback			68

Questions and Answers Regarding Meeting			78

Election of Directors (Proposal 1)			1012
Nominees			1012
Votes Required (Proposal 1)			1012
Director Biographies and Qualifications			1012

Corporate Governance			1921
Corporate Governance Guidelines			1921
Director Independence			1921
Board Meetings, Annual Meeting of Shareholders and Attendance			2123
Executive Sessions			2123
Board Nominations and Shareholder Recommendations			2123
Lead Independent Director			2224
Determination of Current Board Leadership Structure			2325
Members of the Board Committees			2326
Principal Functions of the Board Committees			2426
Board Role in Risk Oversight			2527
Codes of Ethics			2528
Compensation Committee Interlocks and Insider Participation			2628
Director Orientation Program			2628
Communications with the Board			2629

Director Compensation and Stock Ownership Guidelines			2730
Director Compensation Program			2730
Director Stock Ownership Guidelines			2730
Director Deferred Compensation Plan			2831
Fiscal ~~2018~~2020 Director Compensation Table			2931
Outstanding Director Equity Awards at Year End			3032

~~Approval and adoption of Amendment No. 1 to the Invacare Corporation 2018 Equity Compensation Plan (Proposal 2)~~			31
~~Votes Required (Proposal 2)~~			39

~~Approval of the issuance of common shares upon the conversion of outstanding Convertible Senior Notes (Proposal 3)~~			40



TABLE OF CONTENTS

Auditor Ratification (Proposal 2 )		33
Votes Required (Proposal 3)2 )		4633

~~Approval and adoption of an amendment to the Company’s Second Amended and Restated Articles of Incorporation to increase the authorized common shares (Proposal 4)~~		47
~~Votes Required (Proposal 4)~~	48

~~Auditor Ratification (Proposal 5)~~	49
~~Votes Required (Proposal 5)~~	49

Report of the Audit Committee	5034

Independent Registered Public Accounting Firm Fees and Services		5236

Advisory Vote on Executive Compensation (Proposal 6)3 )		5337
Votes Required (Proposal 6)3 )		5337

Executive Compensation		5438
Compensation Discussion and Analysis		5438
Executive Summary		5438
Setting Executive Compensation		5945
Compensation Philosophy and Objectives		6046
Components of Executive Compensation		6148
~~2018~~20 21 Base Salary and Incentive Compensation		6249
Fiscal Year ~~2018~~20 21 Compensation		6249
Equity Grant Practices and Other Policies		7058
Risk Assessment		7361
Report of the Compensation and Management Development Committee on Executive Compensation		7362
Summary Compensation Table		7463
Equity Compensation		7665
Outstanding Equity Awards at December 31, ~~2018~~202 1		8170
Option Exercises and Stock Vested During Fiscal Year ~~2018~~202 1		8372
Pension Benefits for Fiscal Year ~~2018~~202 1		8372
Nonqualified Deferred Compensation for Fiscal Year ~~2018~~202 1		8574
Other Potential Post-Employment Compensation		8675

CEO Pay Ratio		9282

Equity Compensation Plan Information		83

Security Ownership of Certain Beneficial Holders and Management		9384
Share Ownership and Voting Power of Principal Holders other than Management		9384
Share Ownership and Voting Power of Invacare's Directors, Director Nominees and Executive Officers		9585

Other Matters		9686




~~Date and Time~~Matthew E. Monaghan						~~May 16, 2019 at 10 A.M. EDT~~C. Martin Harris, M.D.
~~Place~~Chairman of the Board						Lead Independent Director
President and Chief Executive Officer



	Item of Business	Board's Recommendation	See Page(s)
(1)	To elect eight Directors for a one-year term expiring in 2020	FOR all Nominees	10-18
(2)	To approve and adopt Amendment No. 1 to the Invacare Corporation 2018 Equity Compensation Plan	FOR	31-39
(3)	To approve the issuance of common shares upon the conversion of outstanding Convertible Senior Notes	FOR	40-46
(4)	To approve and adopt an amendment to the Company’s Second Amended and Restated Articles of Incorporation to increase the authorized common shares	FOR	47-48
(5)	To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2019 fiscal year	FOR	49
(6)	To hold an advisory vote to approve the compensation of the Company's named executive officers	FOR	53


TABLE OF CONTENTS

* Lead independent Director with oversight of ~~independent Directors' executive sessions and~~ ~~information flow to the Board~~Auditor Ratification (Proposal 2 )			* Formal Code of Conduct, ethics hotline, and ethics ~~training and communications to reinforce~~ ~~Invacare's culture of compliance~~33
* Shareholder majority voting standard to ~~amend charter or regulations~~Votes Required (Proposal 2 )			* Risk oversight by full Board33

Report of the Audit Committee			34

Independent Registered Public Accounting Firm Fees and ~~designated~~Services			~~committees~~36

Advisory Vote on Executive Compensation (Proposal 3 )			37
* Policy restricting Directors to serve on no more ~~than three other public company boards~~Votes Required (Proposal 3 )			* Prohibition of hedging, pledging, and short sales37

by Executive ~~Officers and Directors~~Compensation			38
* Board conducts annual evaluationCompensation Discussion and Analysis			38
Executive Summary			38
Setting Executive Compensation			45
Compensation Philosophy and Objectives			46
Components of ~~Chairman,~~Executive Compensation			~~President~~48
20 21 Base Salary and ~~CEO~~Incentive Compensation			* Annual Say-on-Pay vote 49
Fiscal Year 20 21 Compensation			49
Equity Grant Practices and Other Policies			58
Risk Assessment			61
Report of the Compensation and Management Development Committee on Executive Compensation			62
Summary Compensation Table			63
Equity Compensation			65
Outstanding Equity Awards at December 31, 202 1			70
Option Exercises and Stock Vested During Fiscal Year 202 1			72
Pension Benefits for Fiscal Year 202 1			72
Nonqualified Deferred Compensation for Fiscal Year 202 1			74
Other Potential Post-Employment Compensation			75

CEO Pay Ratio			82

Equity Compensation Plan Information			83

Security Ownership of Certain Beneficial Holders and Management			84
Share Ownership and Voting Power of Principal Holders other than Management			84
Share Ownership and Voting Power of Invacare's Directors, Director Nominees and Executive Officers			85

Other Matters			86


~~(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:~~


¨	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.




Matthew E. Monaghan						C. Martin Harris, M.D.
Chairman of the Board						Lead Independent Director
President and Chief Executive Officer


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~~


~~(5)~~	~~Total fee paid:~~



	Susan H. Alexander	Petra Danielsohn-Weil, PhD	Diana S. Ferguson	Marc M. Gibeley	C. Martin Harris, M.D.	Matthew E. Monaghan	Clifford D. Nastas	Baiju R. Shah

Age	62	59	56	54	62	51	56	47
Director Since	2016	2018	2018	2015	2003	2015	2015	2011
Committees *	RAC (Chair) Nom/Gov	Comp RAC	Audit Nom/Gov	Audit Comp	Comp Nom/Gov (Chair)	N/A	Audit (Chair) RAC	Comp (Chair) RAC
Independent	þ	þ	þ	þ	þ		þ	þ
CEO Experience				þ		þ	þ	þ
Healthcare Experience	þ	þ		þ	þ	þ		þ
0-5 Year Tenure	þ	þ	þ	þ		þ	þ
Diversity	þ	þ	þ		þ			þ
Public Company Experience	þ	þ	þ	þ	þ	þ	þ	þ
International / Europe Experience		þ				þ	þ
Financial Turnaround						þ	þ


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


TABLE OF CONTENTS

Proxy Summary	~~Company's Headquarters~~ ~~One Invacare Way, Elyria, Ohio 44035~~1
~~Record Date~~ Annual Meeting of Shareholders		~~March 22, 2019~~ 1
~~Voting~~ Annual Meeting Proposals	1
Corporate Governance Highlights and Board Composition	~~Holders~~ 1
Our Commitment to ESG and DEI Principles	4
Executive Leadership Driving Business Transformation	5
Executive Compensation	6
Shareholder Engagement Program	7
Response to Advisory Vote and Shareholder Feedback	8

Questions and Answers Regarding Meeting	8

Election of ~~outstanding common shares~~Directors (Proposal 1)	12
Nominees	12
Votes Required (Proposal 1)	12
Director Biographies and ~~Class B common shares as~~Qualifications	12

Corporate Governance	21
Corporate Governance Guidelines	21
Director Independence	21
Board Meetings, Annual Meeting of Shareholders and Attendance	23
Executive Sessions	23
Board Nominations and Shareholder Recommendations	23
Lead Independent Director	24
Determination of Current Board Leadership Structure	25
Members of the ~~record date are entitled to vote at the Annual Meeting~~Board Committees	26
~~Stock Symbol~~ Principal Functions of the Board Committees		~~IVC~~ 26
~~Exchange~~ Board Role in Risk Oversight		~~NYSE~~ 27
~~Transfer Agent~~ Codes of Ethics	28
Compensation Committee Interlocks and Insider Participation	~~EQ Shareowner Services~~ 28


TABLE OF CONTENTS

Auditor Ratification (Proposal 2 )			33
Votes Required (Proposal 2 )			33

Report of the Audit Committee			34

Independent Registered Public Accounting Firm Fees and Services			36

Advisory Vote on Executive Compensation (Proposal 3 )			37
Votes Required (Proposal 3 )			37

Executive Compensation			38
Compensation Discussion and Analysis			38
Executive Summary			38
Setting Executive Compensation			45
Compensation Philosophy and Objectives			46
Components of Executive Compensation			48
20 21 Base Salary and Incentive Compensation			49
Fiscal Year 20 21 Compensation			49
Equity Grant Practices and Other Policies			58
Risk Assessment			61
Report of the Compensation and Management Development Committee on Executive Compensation			62
Summary Compensation Table			63
Equity Compensation			65
Outstanding Equity Awards at December 31, 202 1			70
Option Exercises and Stock Vested During Fiscal Year 202 1			72
Pension Benefits for Fiscal Year 202 1			72
Nonqualified Deferred Compensation for Fiscal Year 202 1			74
Other Potential Post-Employment Compensation			75

CEO Pay Ratio			82

Equity Compensation Plan Information			83

Security Ownership of Certain Beneficial Holders and Management			84
Share Ownership and Voting Power of Principal Holders other than Management			84
Share Ownership and Voting Power of Invacare's Directors, Director Nominees and Executive Officers			85

Other Matters			86


Date and Time						May 19, 2022 at 8:30 A.M. EDT
Place						Company's Headquarters One Invacare Way, Elyria, Ohio 44035
Record Date						March 22, 2022
Voting						Holders of outstanding common shares and Class B common shares as of the record date are entitled to vote at the Annual Meeting
Stock Symbol						IVC
Exchange						NYSE
Transfer Agent						EQ Shareowner Services


	Item of Business	Board's Recommendation	See Page
(1)	To elect eight Directors for a one-year term expiring in 2023	FOR all Nominees	12

(2)	To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for its 2022 fiscal year	FOR	33
(3)	To hold an advisory vote to approve the compensation of the Company's named executive officers	FOR	37



Pay for Performance			Our executives are rewarded for meeting or exceeding financial and operating performance objectives and for leadership excellence, with increased at-risk compensation at higher, more influential levels.
Alignment with Shareholders' Interests			Our performance goals are established with the long-term objective of creating sustainable and profitable growth.
Attraction of Top Talent			Compensation, together with other factors, enables us to attract key talent to build our core businesses ~~leverage existing technology~~ and expand as a healthcare technology company in meaningful ways.
Retention of Talent			Our compensation program is structured to appropriately motivate our important and talented employees to remain with the Company and continue making significant long-term contributions.



What We Do			What We Don't Do
þ Pay for Performance			ý No Gross-Ups for Excise Taxes in New Arrangements
þ Annual Say-on-Pay Vote			ý No Repricing Stock Options
þ Clawback Policy			ý No Hedging or Pledging of Company Stock
þ Short-Term and Long-Term Incentives			ý No Dividend Equivalents on Unvested Equity Grants
þ Independent Compensation Consultant
þ Stock Ownership Guidelines
þ Limited Perquisites and No Related Tax Gross-Ups
þ Double-Trigger Change of Control Agreements
þ Mitigate Inappropriate Risk Taking


Name	Age	Position with the Company	Director Since
Matthew E. Monaghan	54	Chairman, President & CEO	2015
Susan H. Alexander	65	Independent Director	2016
Julie A. Beck	60	Independent Director	2019
Petra Danielsohn-Weil, PhD	62	Independent Director	2018
Stephanie L. Fehr	57	Independent Director	2021
Marc M. Gibeley	57	Independent Director	2015
Clifford D. Nastas	59	Independent Director	2015
Aron I. Schwartz	51	Independent Director	2022



Susan H. Alexander
Age 6265

Director Since 2016

~~Independent~~

* Nominating and Governance Committee

Independent			* Regulatory and Compliance Committee (Chair)


Julie A. Beck
Age 60

Director Since 2019			* Audit Committee

Independent			* Nominating and Governance Committee


Petra Danielsohn-Weil, PhD
Age 5962

Director Since 2018

~~Independent~~

* Compensation and Management Development Committee

Independent			* Regulatory and Compliance Committee


Stephanie L. Fehr
Age 57

Director Since 2021			* Compensation and Management Development Committee

Independent			* Regulatory and Compliance Committee


~~Diana S. Ferguson~~
~~Age 56~~

~~Director Since 2018~~

~~Independent~~

* Audit Committee
* Nominating and Governance Committee



Marc M. Gibeley
Age 5457

Director Since 2015			* Audit Committee

Independent

* Audit Committee
* Compensation and Management Development Committee (Chair)



~~C. Martin Harris, M.D.~~
~~Age 62~~

~~Director Since 2003~~

~~Independent~~

* Lead Independent Director
* Nominating and Corporate Governance Committee (Chair)
* Compensation and Management Development Committee



Matthew E. Monaghan
Age 5154

Director Since 2015

Chairman of the Board
President and Chief Executive Officer



Clifford D. Nastas
Age 5659

Director Since 2015

~~Independent~~

* Audit Committee (Chair)

Independent			* Regulatory and Compliance Committee


Aron I. Schwartz
Age 51

~~Baiju R. Shah~~Director Since 2022			* Audit Committee
~~Age 47~~

~~Director Since 2011~~

Independent			* Nominating and Governance Committee

* Compensation and Management Development Committee (Chair)
* Regulatory and Compliance Committee



Annual Cash Retainer	$	60,000
Lead Independent Director Additional Fee	20,000
Committee Chair Additional Fees:
Audit	15,000
Compensation and Management Development	15,000
Regulatory and Compliance	15,000
Nominating and Governance	10,000
Fee per meeting in excess of 24 meetings	1,500



Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)	Total ($)
Susan H. Alexander	70,000	(2)	117,658	187,658
Barbara W. Bodem	55,000	(3)	117,658	172,658
Petra Danielsohn-Weil, PhD	40,000	(4)	96,372	136,372
Diana S. Ferguson	30,000	(5)	80,496	92,268
Marc M. Gibeley	60,000	(6)	117,658	177,658
C. Martin Harris, M.D.	90,000	(7)	117,658	207,658
Michael J. Merriman	31,250	(8)	—	31,250
Clifford D. Nastas	75,000	(9)	117,658	192,658
Baiju R. Shah	75,000	(10)	117,658	192,658


	2021		2020
Audit Fees	$	3,145,000	$	2,802,000
Audit-Related Fees	434,700		15,000
Total Audit and Audit-Related Fees	3,579,700		2,817,000
Tax Fees
Tax Compliance Services	577,600		550,000
Tax Advisory Services	449,100		936,000
Total Tax Fees	1,026,700		1,486,000
All Other Fees	425,000		—
Total Fees	$	5,031,400	$	4,303,000