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

(4)	Proposed maximum aggregate value of the transaction:

(5)	Total fee paid:

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

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1.	To elect nine directors for a one-year term expiring in 2016;

2.	To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for its 2015 fiscal year;

3.	To reaffirm approval of the Invacare Corporation Executive Incentive Bonus Plan;

4.	To approve Amendment No. 1 to the Invacare Corporation 2013 Equity Compensation Plan;

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

6.	To transact any other business as may properly come before the annual meeting.

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•	“For” the election of the nine director nominees for a one-year term expiring in 2016;

•	“For” the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for its 2015 fiscal year;

•	“For” reaffirming approval of the Invacare Corporation Executive Incentive Bonus Plan;

•	“For” the approval of Amendment No. 1 to the Invacare Corporation 2013 Equity Compensation Plan; and

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

•

Election of Directors (Proposal No. 1). The nominees receiving the greatest number of votes will be elected. A proxy card marked “Withhold Authority” with respect to the election of one or more directors will not be voted with respect to the nominee or nominees indicated. Abstentions and broker non-votes will not be voted for or withheld from the election of directors and will not be counted for purposes of determining the number of votes cast in the election of directors. However, please note that our majority voting director resignation procedures under our Code of Regulations require any director nominee who receives a greater number of votes marked “Withhold Authority” than marked “For” his or her election in an uncontested election of directors to promptly tender his or her resignation to the Board following certification of the shareholder vote. Under the Company's procedures, the Nominating and Governance Committee, or another committee comprised entirely of independent directors or the Board of Directors, will, within 90 days following the certification of the shareholder vote, consider, and the Board will determine, whether to accept the resignation. The Board's determination and explanation of its decision will be promptly disclosed in a press release or Form 8-K submitted to the SEC.

•

Ratification of Independent Registered Public Accounting Firm (Proposal No. 2). Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm requires the affirmative vote of the holders of a majority of the votes cast on the proposal. Abstentions will not be voted for or against the ratification of the appointment of Ernst & Young LLP and will not be counted in the number of votes cast on the proposal.

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•

Reaffirming approval of the Invacare Corporation Executive Incentive Bonus Plan (Proposal No. 3). The reaffirmation of the Invacare Corporation Executive Incentive Bonus Plan requires the affirmative vote of the holders of a majority of the votes cast on the proposal. Abstentions and broker non-votes will not be voted for or against the reaffirmation of approval of the plan and will not be counted in the number of votes cast on the proposal.

•

Approval of Amendment No. 1 to the Invacare Corporation 2013 Equity Compensation Plan (Proposal No. 4). The approval of Amendment No. 1 to the Invacare Corporation 2013 Equity Compensation Plan requires the affirmative vote of the holders of a majority of the votes cast on the proposal. The rules of the New York Stock Exchange require that any abstentions with respect to the proposal be included in the total votes cast on the proposal. Accordingly, abstentions will not be voted for or against the proposal but will have the same effect as a vote “Against” this proposal. Broker non-votes will not be voted for or against the proposal and will not be counted in the number of votes cast on the proposal.

•

Advisory Vote to Approve Executive Compensation (Proposal No. 5). Advisory approval of the compensation of our named executive officers requires the affirmative vote of the holders of a majority of the votes cast on the proposal. Abstentions and broker non-votes will not be voted for or against approval of our executive compensation and will not be counted in the number of votes cast on the proposal.

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•	no participant will be granted stock options or SARs for more than 400,000 common shares, in the aggregate, during any calendar year;

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•	no participant will be granted awards of restricted stock, restricted stock units, performance shares or performance units that are intended to qualify as “performance-based compensation” under Section 162(m) for more than 325,000 common shares, in the aggregate, during any calendar year;

•	no participant will receive any awards payable in cash that are intended to qualify as “performance-based compensation” under Section 162(m) and have an aggregate maximum value as of their respective grant dates in excess of $5,000,000 during any calendar year; and

•	no non-employee director will be granted awards of restricted stock, restricted stock units, performance shares or performance units for more than 50,000 common shares, in the aggregate, during any calendar year.

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

•	in a way that would jeopardize the 2013 Plan's satisfaction of Rule 16b-3 of the Exchange Act; or

•	respect to awards intended to qualify as “performance-based compensation” under Section 162(m).

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(1)	The dollar value and number of common shares are presented on a per person basis. The Non-Executive Director Group is currently comprised of the seven incumbent non-employee directors who are standing for re-election at the annual meeting.

(2)	The $90,000 target value for the annual non-employee Director awards was discounted to 90% of target (or $81,000) to be consistent with the discount to 90% of market median for long-term equity grants awarded to the executive officers and key employees of the Company.

(3)	Reflects $81,000 divided by the closing price of $19.04 on March 3, 2015, the date of the annual restricted stock grant to the Non-Executive Director Group.

(4)	Reflects 51,457 target performance shares and 74,327 shares of restricted stock awarded under the terms of his employment agreement, based on the closing price of $19.13 on April 1, 2015.

(1)	The amount in column (a), for purposes of this table, assumes achievement of maximum targets for performance share awards, even though actual payout amount may be less than maximum.

(2)	Represents shares available under the Invacare Corporation 2013 Equity Compensation Plan. Performance and restricted awards granted under the 2013 Plan reduce the number of securities remaining at a rate of 2 shares for each full value share awarded.

(3)	Represents phantom share units in the 401(k) Plus Plan and the DC Plus Plan, which are allocated to participants' accounts at their discretion as their investment choice.

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*	All holders of Class B common shares 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.

(1)

The number of common shares beneficially owned by Mr. Mixon includes 734,475 common shares that may be acquired upon the exercise of stock options during the 60 days following February 20, 2015. For the purpose of calculating the percentage of outstanding common shares and voting power beneficially owned by Mr. Mixon, the common shares which he had the right to acquire during that period upon the exercise of stock options are considered to be outstanding. The number of common shares shown as beneficially owned by Mr. Mixon also includes (i) 19,018 common shares owned

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(2)

The number of Class B common shares shown as beneficially owned by Mr. Mixon includes (i) 183,863 Class B common shares owed of record by Mr. Mixon's spouse, (ii) 160,603 Class B common shares owned by the trustee for a 2012 grantor retained annuity trust created by Mr. Mixon's spouse and (iii) 230,049 Class B common shares owned by the trustee for the 2012 grantor retained annuity trust created by Mr. Mixon. Mr. Mixon disclaims beneficial ownership of the shares held by his spouse and the grantor retained annuity trusts created by Mr. Mixon's spouse.

(3)

Includes 99,525 common shares, which may be acquired upon the exercise of stock options during the 60 days following February 20, 2015. For the purpose of calculating the percentage of outstanding common shares and voting power beneficially owned by Mr. Richey, the common shares which he had the right to acquire during that period upon the exercise of stock options are considered to be outstanding.

(4)	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, 2014, provided that the ownership percentages have been calculated by the Company based on the Company's issued and outstanding shares as of February 20, 2015.

(5)	Based on a Schedule 13G/A filed on February 13, 2015 by Heartland Advisors, Inc., which has shared voting power over 4,300,569 shares and has shared dispositive power over 4,336,560 shares.

(6)	Based on a Schedule 13G/A filed on January 9, 2015, by BlackRock, Inc., which has sole voting power over 3,714,936 shares and has sole dispositive power over 3,801,261 of the shares.

(7)

Based on a Schedule 13G/A filed February 5, 2015, which reports that Dimensional Fund Advisors LP (“DFA”) may be deemed to be the beneficial owner of 2,209,138 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 2,108,479 shares and sole dispositive power for 2,209,138 shares that are owned by the DFA Funds. DFA disclaims beneficial ownership of those common shares because they are owned by the DFA Funds.

(8)	Based on a Schedule 13G/A filed on February 13, 2015 by Hotchkis and Wiley Capital Management, LLC, which has sole voting power over 1,802,400 shares and has sole dispositive power over 2,162,700 shares.

(9)	Based on a Schedule 13G/A filed on February 10, 2015 by The Vanguard Group, Inc., which has sole voting power over 48,726 of the shares, sole dispositive power over 1,908,820 of the shares and shared dispositive power over 45,826 of the shares.

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*	Less than 1%.

**	All holders of Class B common shares 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.

(1)

The common shares beneficially owned by Invacare's executive officers and directors as a group include an aggregate of 1,662,791 common shares which may be acquired upon the exercise of stock options during the 60 days following February 20, 2015. 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 20, 2015 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. Gudbranson, 141,300 shares; Mr. Remmers, 35,675 shares; Mr. LaPlaca, 67,025 shares; Ms. Stumpp, 65,450 shares; Mr. Mixon, 734,475 shares; Mr. Delaney, 18,569 shares; Dr. Harris, 18,569 shares; General Jones, 7,294 shares; Mr. LaPorte, 7,858 shares; Mr. Merriman, 2,244 shares; Mr. Moore, 18,569 shares; Senator Robb, 13,161 shares; Mr. Shah, 4,496 shares; and Ms. Tauscher, 6,406 shares.

(2)	See Footnote 1 and Footnote 2 to the preceding table.

(3)	Mr. Monaghan and Mr. Nastas have been nominated for election as directors at the annual meeting.

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

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

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

•	the establishment and functioning of Board committees;

•	executive sessions of non-management directors;

•	succession planning;

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•	Board access to management, and evaluation of the Board and 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.

*	Member

**	Chairperson

***	Co-Chairperson

+	Lead Director in 2014; interim Chairman of the Board effective December 21, 2014

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•	The name and contact information for the candidate;

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

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

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

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•	The director's value to the Board; and

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

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•	His current salary at the time the Slangen Retirement Agreement was executed ($398,000 annually), plus an additional amount of $10,500 per year in lieu of certain benefits he would have been entitled to had he remained an employee, in each case through June 30, 2015.

•	$25,000 on March 15, 2014.

•	Eligibility for a cash bonus measured as if he was a participant in the Company’s executive incentive compensation program for 2014, as if he had been employed for the entire calendar year 2014, which resulted in a minimum aggregate guaranteed bonus amount paid in 2014 of $186,562.50.

•	Eligibility for a cash bonus measured as if he was a participant in the Company’s executive incentive compensation program for 2015, as if he had been employed for the period January 1, 2015 through June 30, 2015, with a minimum guaranteed bonus amount of $25,000 and a maximum of his target bonus amount for such six-month period of $149,250.

•	Continued possession, use and ownership of certain business equipment and reimbursement for up to an aggregate of $4,000 for certain monthly residential and utility expenses, which benefit expired on June 7, 2014.

•

If a change of control of the Company occurs on or before June 30, 2015, any unpaid salary continuation and guaranteed bonuses under the Slangen Retirement Agreement will accelerate and be payable to Mr. Slangen following the change of control. Following any such change of control, Mr. Slangen will continue to be eligible for any potential additional cash bonus, measured as if he was a participant in the Company’s executive incentive compensation plan on the same basis, if any, as the Company’s senior management group, as provided in the Slangen Retirement Agreement (net of any guaranteed bonuses paid).

•	Mr. Slangen will continue as a participant in the Company’s death benefit only insurance plan at 1x his salary at the time the Slangen Retirement Agreement was executed (which salary was $398,000 annually) and otherwise in accordance with the terms of the plan, subject to the Company’s right to amend or terminate the plan.

•	Mr. Slangen became entitled to any benefits he had accrued under the Company’s retirement benefit plans upon his retirement. Mr. Slangen’s further participation as an active employee under the retirement benefit plans ceased as of his retirement, and he will not be entitled to any additional benefit accruals under the plans.

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•	Mr. Blouch will be paid retirement benefits at a rate equal to 50% of his salary at the time the Blouch Retirement Agreement was executed (which salary was $875,000 annually) payable upon retirement, in accordance with the Company’s regular payroll cycle, for periods aggregating up to 18 months following retirement.

•	In further recognition of his retirement, Mr. Blouch will be paid a retirement benefit in the amount of $18,888.88 per month, payable upon retirement for periods aggregating up to 18 months following retirement.

•	Mr. Blouch will be paid an additional amount of $875 per month in lieu of certain welfare benefits he would have been entitled to had he remained an employee, for periods aggregating up to 18 months following retirement.

•

The Company amended certain of Mr. Blouch’s outstanding time-based restricted stock awards granted under the Company’s equity compensation plans to provide that such awards will continue to vest in accordance with the terms of the applicable award agreement through January 31, 2015. As a result, Mr. Blouch vested in an aggregate of 16,100 shares of restricted stock as of November 15, 2014. Effective February 1, 2015, all remaining unvested time-based restricted stock was forfeited by Mr. Blouch in accordance with the terms of the applicable award agreement. Pursuant to the existing terms of the award, Mr. Blouch also will be entitled to seven months of prorated vesting of the 20,800 performance-based restricted shares he was granted in March 2014, subject to the Company’s achievement of the specified performance goals over the three-year period ending December 31, 2016, and otherwise as provided and to the extent set forth in the applicable performance share award agreement.

•

The Company has amended certain of Mr. Blouch’s outstanding stock options granted under the Company’s equity compensation plans to provide that stock options representing (1) an aggregate of 12,500 unvested common shares at an exercise price of $25.24 per share, (2) an aggregate of 49,850 unvested common shares at an exercise price of $24.45 per share, and (3) an aggregate of 75,000 unvested common shares at an exercise price of $13.37 per share, will continue to vest pursuant to the schedule provided in the applicable option agreement and will remain exercisable for the duration of the term of the applicable option agreement. All other unvested portions of any stock option awarded to Mr. Blouch will terminate and expire as of his retirement. Any vested portions of other stock options awarded to Mr. Blouch will remain exercisable following retirement to the extent provided in the applicable award agreement, for the duration of the term of the applicable option agreement.

•	The Company agreed to reimburse Mr. Blouch for up to $40,000 of his legal fees and expenses incurred in connection with his retirement and the Retirement Agreement.

•	If a change in control of the Company occurs on or before January 31, 2016, any unpaid retirement benefit amounts under the Retirement Agreement will accelerate and be payable to Mr. Blouch following the change of control.

•	Mr. Blouch will continue as a participant in the Company’s death benefit only insurance plan at 1x his salary at the time the Blouch Retirement Agreement was executed (which salary was $875,000 annually) and otherwise in accordance with the terms of the plan, subject to the Company’s right to amend or terminate the plan.

•	Mr. Blouch became entitled to any benefits he had accrued under the Company’s retirement benefit plans upon his retirement. Mr. Blouch’s further participation as an active employee under the retirement benefit plans ceased as of his retirement, and he will not be entitled to any additional benefit accruals under the plans.

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•	Mr. Mixon retired as Executive Chairman, and as an employee of the Company and its subsidiaries, as of December 21, 2014, after more than 35 years of service.

•	Mr. Mixon received a retirement payment in the amount of $245,000 on March 15, 2015.

•	The Company will satisfy its obligations under the Retirement Benefit Agreement between Mr. Mixon and the Company, dated February 4, 2008, which resulted from certain benefits promised to Mr. Mixon by the Compensation Committee in March 2000, as set forth in that agreement, including the following:

◦

an amount of $200,000 per year for the five calendar years following retirement to reimburse Mr. Mixon for office and clerical support, financial and estate planning services, and other reasonable expenses Mr. Mixon incurs in connection with consulting services he provides to the Company pursuant to that agreement (with the full $200,000 amount to be paid each year irrespective of the actual amount of expenses incurred);

◦	up to $30,000 per year for the cost of a private jet or first-class airfare during the five calendar years following retirement;

◦	home security costs of up to $2,000 per year for the five calendar years following retirement; and

◦	the annual premium cost for medical insurance covering Mr. Mixon and his spouse, and his participation in the medical checkup benefit, for the five calendar years following retirement.

•

The Company has amended certain of Mr. Mixon’s outstanding time-based restricted stock awards aggregating 24,300 unvested shares to provide that such shares will continue to vest following retirement in accordance with the vesting schedule in the applicable award agreement through the earlier of the end of the applicable vesting period or Mr. Mixon’s death (in which event unvested shares will vest in his estate or personal representative).

•	All unvested portions of any stock options awarded to Mr. Mixon terminated and expired as of his retirement. Any vested portions of stock options awarded to Mr. Mixon will remain exercisable following retirement for the duration of the term of the applicable option agreement, to the extent provided in the applicable award agreement.

•	The Company reimbursed Mr. Mixon for his reasonable business expenses incurred during 2014 prior to his retirement and for up to $25,000 of his legal fees and expenses incurred in connection with his retirement and the Mixon Retirement Agreement.

•	If a change in control of the Company occurs on or before January 31, 2016, any unpaid retirement benefit amounts described in the second bullet above or vesting of restricted stock awards provided under the Mixon Retirement Agreement will accelerate and be payable to Mr. Mixon or vest following the change in control.

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•	Mr. Mixon became entitled to any benefits he had accrued under the Company’s retirement benefit plans upon his retirement. Mr. Mixon’s further participation as an active employee under the retirement benefit plans ceased as of his retirement and he will not be entitled to any additional benefit accruals under the plans.

•	Mr. Richey retired as President - Invacare Technologies Division and Senior Vice President - Electronic and Design Engineering, and as an employee of the Company and its subsidiaries, as of November 30, 2014, after 30 years of service.

•	Mr. Richey will be paid retirement benefits at a rate equal to 100% of his salary at the time the Richey Retirement Agreement was executed (which salary was $435,000 annually) payable for 12 months following retirement.

•	Mr. Richey will be paid an additional amount of $550 per month in lieu of certain welfare benefits he would have been entitled to had he remained an employee, for periods aggregating up to 12 months following retirement.

•

The Company amended certain of Mr. Richey’s outstanding time-based restricted stock awards aggregating 4,500 unvested shares to provide that such shares will continue to vest in accordance with the vesting schedule in the applicable award agreement through the earlier of the end of the applicable vesting period or Mr. Richey’s death (in which event unvested shares will vest in his estate or personal representative).

•

The Company amended Mr. Richey’s outstanding stock options granted to provide that all 19,675 unvested stock options will continue to vest in accordance with the vesting schedule in the applicable option agreement and will remain exercisable following retirement for the duration of the term of the applicable option agreement, to the extent provided in the applicable award agreement; and that any vested portions of stock options awarded to Mr. Richey will remain exercisable following retirement for the duration of the term of the applicable option agreement, to the extent provided in the applicable award agreement.

•	The Company reimbursed Mr. Richey for his reasonable business expenses incurred during 2014 prior to his retirement and for up to $25,000 of his legal fees and expenses incurred in connection with his retirement and the Richey Retirement Agreement.

•	If a change in control of the Company occurs on or before January 31, 2016, any unpaid retirement benefit amounts or vesting of restricted stock awards or stock options described in the second through fifth bullets above provided under the Richey Retirement Agreement will accelerate and be payable to Mr. Richey or vest following the change in control.

•	Mr. Richey will continue as a participant in the Company’s death benefit only insurance plan at 1x his salary at the time the Richey Retirement Agreement was executed (which salary was $435,000 annually) and otherwise in accordance with the terms of the plan, subject to the Company’s right to amend or terminate the plan.

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•	Mr. Richey became entitled to any benefits he had accrued under the Company’s retirement benefit plans upon his retirement. Mr. Richey’s further participation as an active employee under the retirement benefit plans ceased as of his retirement, and he will not be entitled to any additional benefit accruals under the plans.

•	the integrity of the Company's financial statements;

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

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

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•	Robert K. Gudbranson, Interim President and Chief Executive Officer and Chief Financial Officer;

•	John M. Remmers, Executive Vice President & General Manager, North America and Global Product Development;

•	Anthony C. LaPlaca, Senior Vice President, General Counsel and Secretary; and

•	Patricia A. Stumpp, Senior Vice President, Human Resources;

•	A. Malachi Mixon, III, former executive Chairman of the Board;

•	Gerald B. Blouch, former President and Chief Executive Officer; and

•	Louis F.J. Slangen, former Executive Vice President of Marketing and Chief Product Officer.

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•

The Company’s founder, Mr. Mixon, its President and Chief Executive Officer, Mr. Blouch, and long-tenured executives Mr. Slangen and Joseph B. Richey, II, all retired as executive officers in 2014. Mr. Gudbranson was appointed interim President and Chief Executive Officer following Mr. Blouch’s retirement, and Mr. Remmers assumed various additional responsibilities following the retirement of other Company executives;

•

In light of the significant continued challenges to the Company’s business posed by the FDA consent decree and other external factors, the Company’s 2014 annual cash bonus program which provided for bonus opportunities based on the achievement of a free cash flow performance goal and an adjusted operating income performance goal, contained a threshold requirement that the Company complete all three expert certification audits required by the FDA consent decree, and receive the FDA’s approval to resume full operations, in order for any Named Executive Officer to be eligible for a bonus with respect to 2014;

•	While the Company achieved free cash flow at the established performance goal, the Company did not complete the third and final expert certification audit during 2014 and, accordingly, no bonuses were earned by or paid to the Named Executive Officers under the 2014 annual cash bonus program;

•

The Compensation Committee adopted a long-term incentive plan (LTIP) for Named Executive Officers that includes performance-based share awards and time-based restricted stock awards. The program is intended to make long-term, performance-based compensation a more significant component of the Named Executive Officers’ total compensation, and thereby further align executive compensation with the interests of shareholders.

•	The performance shares and restricted stock granted in 2014 under the LTIP vest after a three-year period beginning January 1, 2014 and ending December 31, 2016; the performance shares vest based on the levels of achievement of the performance goals established by the Compensation Committee for performance for the year ending December 31, 2016;

•	The performance goals for the 2014 performance share awards are based on targets for return on invested capital and pre-tax adjusted earnings per share, weighted 60% and 40%, respectively.

•	Mr. Gudbranson received a salary increase, a special restricted stock award and an employment agreement providing for severance protection as compensation for assuming the position of interim President and Chief Executive Officer, in addition to his duties as Chief Financial Officer;

•

Mr. Remmers received a salary increase, a special restricted stock award and an employment agreement providing for severance protection in connection with his assumption of additional responsibilities with respect to global product development, North American operations, global engineering, North American supply chain and information technology management, following the retirement of former Company executives.

•	In connection with the retirements of Messrs. Mixon, Blouch, Slangen and Richey during 2014, the Company entered into separate retirement agreements with each of them, which provide for certain payments and benefits in recognition of each individual’s respective service to the Company; and

•	The Company maintained the reduced Company discretionary quarterly contributions into the Invacare Retirement Savings Plan and DC Plus Plan and the suspension of Company contributions and interest accruals under the SERP, which were initially implemented in 2011.

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•	reward its executives for sustained financial and operating performance and leadership excellence;

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

•	encourage them to remain with the Company for long and productive careers.

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•	how each executive performed in relation to the executive's responsibilities during the previous year;

•	each executive's potential future contributions to the Company; and

•	each executive's particular talents, unique skills, experience, length of service to the Company and depth of industry knowledge.

•	Messrs. Gudbranson and LaPlaca, who each received a salary merit increase of 2.5% in recognition of their respective individual performance;

•	Ms. Stumpp, who received a salary increase of 7.5% in order to better align her salary with market median compensation for her position; and

•	Mr. Remmers, who received a salary increase of 10.7% in connection with his assumption of additional responsibilities with respect to global product development, North American operations and global engineering following the retirement of former Company executives.

•	the Company’s completion of all three expert certification audits required under the FDA consent decree and receipt of the FDA’s approval to resume full operations;

•	the achievement of a free cash flow target measured at year-end 2014; and

•	the achievement of an adjusted operating income target at year-end 2014.

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•	The Company must complete all three expert certification audits required under the FDA consent decree and receive the FDA’s approval to resume full operations in order to be eligible for any bonus with respect to 2014 under the plan;

•	If the Company completed all three expert certification audits required under the FDA consent decree and received FDA approval to resume full operations, then 50% of the Named Executive Officers’ target bonus amount would be payable based upon the Company’s achievement of free cash flow at year-end under the following payout schedule:

•	If the Company completed all three expert certification audits required under the FDA consent decree and received FDA approval to resume full operations, then 50% of the Named Executive Officers' target bonus amount would be payable based on the Company’s achievement of adjusted operating income at year-end under the following payout schedule:

•	incentivize management to focus on achieving those goals most important to the recovery of the Company’s business in light of the FDA consent decree;

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•	be challenging, but achievable; and

•	if achieved, support paying executives total cash compensation targeted at or above the 50th percentile of market compensation.

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•	compensation for the executive Chairman, the CEO and the other Named Executive Officers, including comparative and peer group information;

•	annual and long-term incentive opportunities;

•	policies and data related to governance and disclosure of executive compensation;

•	preparation of materials provided to the Compensation Committee in connection with its meetings during 2014;

•	emerging trends in executive compensation; and

•	an assessment of risks associated with the Company’s compensation programs.

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•	President and CEO - five times base salary

•	CFO - two times base salary

•	Executive and Senior Vice Presidents - two times base salary

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(1)

Of the amounts disclosed in this column, the following Named Executive Officers deferred the following portions of such amounts into the DC Plus Plan during 2014: (i) Mr. LaPlaca: $11,113; (ii) Mr. Mixon: $22,500; (iii) Mr. Blouch: $10,214; and (iv) Mr. Slangen: $1,990; during 2013: (i) Mr. Mixon: $22,500; (ii) Mr. Blouch: $17,510; and (iii) Mr. Slangen: $11,940; during 2012: (i) Mr. Mixon: $23,000; (ii) Mr. Blouch: $26,265; and (iii) Mr. Slangen: $12,297.

(2)	The amount disclosed in this column for Mr. Slangen represents a merit cash award for 2012 paid in lieu of a merit salary increase.

(3)

The values reported in this column represent the aggregate grant date fair value, calculated in accordance with ASC 718, Compensation - Stock Compensation, of all restricted stock awarded to each officer during the fiscal year and for all performance-based share awards as the Company estimated, as of the grant date, that achievement of the performance targets would be 100% of target. For a summary of the terms of these awards, see the Grants of Plan-Based Awards Table that follows.

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(4)

The values reported in this column represent the aggregate grant date fair value, calculated in accordance with ASC 718, Compensation - Stock Compensation, of all stock options awarded to each officer during the fiscal year. For a summary of the terms of these awards, see the Grants of Plan-Based Awards Table that follows. 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, 2014.

(5)

The amounts for 2014 in this column represent compensation payable under the Executive Incentive Bonus Plan. Of the amounts disclosed in this column, the following Named Executive Officers deferred the following portions of such amounts into the DC Plus Plan during 2013: Mr. Slangen: $1,119; and during 2012: (i) Mr. Mixon: $23,302; (ii) Mr. Blouch: $23,302; and (iii) Mr. Slangen: $8,184. No amounts were so deferred in 2014 by any Named Executive Officer. For a description of the 2014 bonus opportunities established by the Compensation Committee under the Executive Incentive Bonus Plan, see footnote (3) to the Grants of Plan-Based Awards For Fiscal Year 2014 Table that follows.

(6)

The amounts reported in this column represent the amounts accrued as expense by the Company in 2014, 2013 and 2012 in accordance with the requirements of ASC 715, Compensation - Retirement Benefits, as they relate to the change in present value of the accumulated benefit obligation to the named executives under the SERP. No above market or preferential earnings on nonqualified deferred compensation were earned by any officer in 2014, 2013 or 2012. For a further description of the terms of the SERP, see Supplemental Executive Retirement Plan following the Pension Benefits for Fiscal Year 2014 Table. For a description of the actions taken by the Company relating to its contributions to the SERP, see Compensation Discussion and Analysis.

(7)

Compensation reported in this column includes (i) the value of dividends earned on outstanding restricted stock awards; (ii) the value of Company contributions made in each fiscal year on behalf of the officer to the Invacare Retirement Savings Plan and the DC Plus Plan; (iii) the value of premiums paid by the Company under the Company's Executive Disability Income Plan before the plan was discontinued in August 2012 (or, in the case of Mr. Mixon, the value of the self-insured coverage provided by the Company to Mr. Mixon under the plan); (iv) in the case of Messrs. Mixon, Blouch and Slangen, amounts paid to such former executives under their respective Retirement Agreements with the Company; and (v) the incremental cost to the Company of perquisites provided by the Company, which include: an annual physical exam and health screening, and the availability of corporate sporting event tickets for personal use. Perquisites are valued on the basis of the aggregate incremental cost to the Company of providing the perquisite to the applicable officer. The value of personal use of corporate suites or tickets is the price shown on the ticket for the event and does not include annual fees or charges attributable to suite rental or ticket availability.

(8)

Other compensation for Mr. Gudbranson includes (i) in 2014, $7,800 contributed by the Company to the Invacare Retirement Savings Plan and $2,213 contributed by the Company to the DC Plus Plan; (ii) in 2013, $7,650 contributed by the Company to the Invacare Retirement Savings Plan and $3,032 contributed by the Company to the DC Plus Plan; and (iii) in 2012, $7,500 contributed by the Company to the Invacare Retirement Savings Plan and $4,332 contributed by the Company to the DC Plus Plan.

(9)	Other compensation for Mr. Remmers includes, in 2014, $4,908 contributed by the Company to the Invacare Retirement Savings Plan and $1,358 contributed by the Company to the DC Plus Plan.

(10)	Other compensation for Mr. LaPlaca includes, in 2014, $7,800 contributed by the Company to the Invacare Retirement Savings Plan and $3,395 contributed by the Company to the DC Plus Plan.

(11)	Other compensation for Ms. Stumpp includes, in 2014, $7,433 contributed by the Company to the Invacare Retirement Savings Plan and $425 contributed by the Company to the DC Plus Plan.

(12)	Other compensation for Mr. Mixon includes (i) in 2014, $7,800 contributed by the Company to the Invacare Retirement Savings Plan and $14,575 contributed by the Company to the DC Plus Plan; (ii) in 2013, $7,650 contributed by the Company to the Invacare Retirement Savings Plan and $30,117

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(13)

Other compensation for Mr. Blouch includes (i) in 2014, $7,605 contributed by the Company to the Invacare Retirement Savings Plan, $3,988 contributed by the Company to the DC Plus Plan and $198,163 paid by the Company under Mr. Blouch's Retirement Agreement; (ii) in 2013, $7,545 contributed by the Company to the Invacare Retirement Savings Plan and $33,324 contributed by the Company to the DC Plus Plan; and (iii) in 2012, $7,500 contributed by the Company to the Invacare Retirement Savings Plan and $43,837 contributed by the Company to the DC Plus Plan.

(14)

Other compensation for Mr. Slangen includes (i) in 2014, $2,189 contributed by the Company to the Invacare Retirement Savings Plan, $4,350 contributed by the Company to the DC Plus Plan and $576,980 paid by the Company under Mr. Slangen's Retirement Agreement; (ii) in 2013, $7,650 contributed by the Company to the Invacare Retirement Savings Plan and $10,178 contributed by the Company to the DC Plus Plan; and (iii) in 2012, $2,500 contributed by the Company to the Invacare Retirement Savings Plan and $15,114 contributed by the Company to the DC Plus Plan.

(1)	Time-Based Restricted Shares granted pursuant to the Invacare Corporation 2013 Equity Compensation Plan (the “2013 Plan”). These shares vest in full on May 15, 2017 after a three-year "cliff" vesting period.

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(2)	Performance-Based Restricted Shares granted under the 2013 Plan. These shares vest on December 31, 2016 based on and subject to achieving performance targets. See the Long-Term Equity Compensation Awards discussion in Compensation Discussion and Analysis above for a description of the terms of these awards.

(3)	On March 7, 2014, the Compensation Committee established performance goals under the Executive Incentive Bonus Plan for the purpose of providing financial incentives for 2014 to certain key employees, including all of the officers included in the above table. See the Annual Cash Bonus discussion in Compensation Discussion and Analysis above for a description of the terms of these awards.

(4)	Time-Based Restricted Shares granted pursuant to the 2013 Plan. These shares vest 50% on November 15, 2015 and 25% on November 15, 2016 and November 15, 2017, respectively.

(5)	Time-Based Restricted Shares granted pursuant to the 2013 Plan. These shares vest in full on November 15, 2017 after a three-year "cliff" vesting period.

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(1)	These stock options become exercisable in 25% increments over four years commencing September 30, 2012.

(2)	These restricted shares vest in 25% increments over four years commencing November 15, 2012.

(3)	These stock options become exercisable in 25% increments over four years commencing September 30, 2013.

(4)	These restricted shares vest in 25% increments over four years commencing November 15, 2013.

(5)	These stock options become exercisable in 25% increments over four years commencing March 31, 2014.

(6)	These restricted shares vest in 25% increments over four years commencing May 15, 2014.

(7)	These restricted shares vest in full on May 15, 2017 after a three-year "cliff" vesting period.

(8)	These restricted shares vest 50% on November 15, 2015 and 25% on November 15, 2016 and November 15, 2017, respectively.

(9)

These performance share awards have a 3 year performance period with payout based on achievement of certain performance goals. The number of shares earned will be determined at the end of the performance period, December 31, 2016. The number of shares disclosed is based on achievement of 100% of target; however, in accordance with Item 402(f)(2) of Regulation S-K, the market value as of December 31, 2014 is based on the achievement of threshold performance which would result in the payout of 1% of the target number of shares.

(10)	These restricted shares vest in full on November 15, 2017 after a three-year "cliff" vesting period.

(11)	Mr. Mixon retired as Executive Chairman effective as of December 21, 2014, at which time any unvested portion of outstanding stock options were forfeited while unvested restricted shares continued to vest.

(12)	Mr. Blouch retired as President and Chief Executive Officer effective as of July 31, 2014, at which time a portion of the unvested outstanding stock options and unvested restricted shares continued to vest. Mr. Blouch vested in, and received a pro rata amount of shares under, his performance share award based on service through his retirement date.

(13)	Mr. Slangen retired as Executive Vice President of Marketing and Chief Product Officer as of February 26, 2014, at which time any unvested portion of outstanding stock options and unvested restricted shares were forfeited.

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

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

(3)	Payments during the last fiscal year are equal to taxable distributions made from the executive's account balance under the plan to cover his or her FICA tax obligations due on the vested accrued benefit obligations as of December 31, 2014, and the related income tax on such distributions.

(4)	In consideration of his rejoining the Company in 2008, Mr. Gudbranson was credited with five years of service under the SERP.

(5)	In recognition of Mr. Mixon's successful completion of management succession planning and his past contributions to the Company, in 2000, the Compensation Committee waived the “Company contribution offset” to his SERP balance.

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

(2)	The amounts reported in this column have been included with respect to each officer in the “All Other Compensation” column of the Summary Compensation Table above, as described in footnotes (7), (8), (9), (10), (11), (12), (13) and (14) to that table.

(3)

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

(4)	Other than Company contributions (and the earnings thereon) made by the Company on behalf of each Named Executive Officer, the account balances shown in this column are solely attributable to

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•

if Mr. Gudbranson is terminated without cause or resigns for good reason (each as defined in the Gudbranson Employment Agreement) during the period commencing on August 1, 2014 and ending 12 months after the date on which a new President and Chief Executive Officer of the Company commences employment with the Company on a non-interim basis (the “Protected Period”), he would receive (i) 18 months of salary continuation at the rate of $430,700 annually, and (ii) acceleration of vesting of the restricted stock award he received in connection with the execution of the Gudbranson Employment Agreement; and

•	if Mr. Gudbranson is terminated without cause (as defined in the Gudbranson Employment Agreement) after the Protected Period, he would receive 18 months of salary continuation at the rate of $430,700 annually, plus a prorated amount of any bonus, if any, that is ultimately earned with respect to the year of termination.

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•	a lump sum amount equal to two times the executive's Base Compensation;

•	a lump sum amount equal to three times the greatest contribution made by the Company to each of the Invacare Retirement Savings Plan and the DC Plus Plan on behalf of the executive for any

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•

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

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

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

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

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

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

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

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

(1)

For Messrs. Gudbranson and LaPlaca and Ms. Stumpp, this amount is comprised of (i) a lump sum amount equal to the executive's retention payment (which is equal to the executive's Base Compensation) plus an additional amount which, together, equal three times the executive's Base Compensation (which is $3,125,944 for Mr. Gudbranson, $1,944,713 for Mr. LaPlaca and $1,509,653 for Ms. Stumpp); (ii) a lump sum amount equal to three times the greatest contribution made by the Company on behalf of the executive for any year in the three years prior to the change of control to (A) the Invacare Retirement Savings Plan (which is $23,400 for Mr. Gudbranson, $7,800 for Mr. LaPlaca and $7,433 for Ms. Stumpp), and (B) the DC Plus Plan (which is $12,995 for Mr. Gudbranson, $3,395 for Mr. LaPlaca and $425 for Ms. Stumpp), and (iii) a lump sum amount equal to the sum of the contributions and credited interest which were scheduled under such executive's SERP participation agreement to be added to the executive's account under the SERP during the three year period following the change of control if the executive had continued in the employ of the Company through the third anniversary of the change of control (which is $465,988 for Mr. Gudbranson, $516,119 for Mr. LaPlaca and $384,589 for Ms. Stumpp). For Mr. Remmers, this amount is comprised of a lump sum amount equal to two times the sum of (a) his highest annual base salary paid by the Company since the effective date of the agreement, which is $405,208; and (y) the average of the annual bonuses earned by him with respect to the three fiscal years preceding the change of control, which is $25,000.

(2)	For Messrs. Gudbranson and LaPlaca and Ms. Stumpp, this amount represents the present value of continuing coverage under the Company's health, life and disability insurance programs (including

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(3)	These awards would become vested and the amount shown represents the present value of the acceleration of vesting.

(4)	The amounts in this column are amounts that would be payable to beneficiaries of the Named Executive Officers under the Company's Death Benefit Only Plan if the executive subsequently died following a termination of his employment after a change of control on December 31, 2014. See Retirement and Other Post-Termination Benefits - Death Benefit Only Plan below.

(5)	The estimated tax gross-up is calculated assuming that a change of control of the Company and termination of the executive's employment occurred at December 31, 2014 and assuming that none of the payments made pursuant to the change of control agreements were made in consideration of past services.

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(1)

The values reported in this column represent the dollar amount of expense, calculated in accordance with ASC 718, Compensation - Stock Compensation, to be recognized for financial statement purposes over the respective vesting periods with respect to all restricted stock awarded to each director during 2014. This time-based restricted stock was granted pursuant to the Invacare Corporation 2013 Equity Incentive Plan (the “2013 Plan”), and vests in full on May 15, 2017 after a three-year "cliff" vesting period. 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, 2014.

(2)	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 stock options awarded to each director during 2014. The 2014 awards were granted pursuant to the Invacare Corporation 2013 Equity Incentive

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(3)	Other compensation includes personal use of corporate suites or tickets to sporting events. See the discussion in footnote 7 to the Summary Compensation Table for a description of the Company's methodology for determining the incremental cost of this perquisite.

(4)	The fees to Mr. Delaney represent a $60,000 retainer.

(5)

As of the end of the fiscal year, Mr. Delaney held options to buy 18,569 common shares of the Company under the Invacare Corporation 2003 Performance Plan. All options were granted between March 2, 2005 and August 20, 2008, at exercise prices between $23.71 and $47.01 per share, expired or will expire between March 2, 2015 and August 20, 2018, and became exercisable between December 21, 2005 and September 30, 2012. As of the end of the fiscal year, Mr. Delaney held 11,185 shares of unvested restricted stock, which had an aggregate market value of $187,460.60 at December 31, 2014, based on the $16.76 per share closing price of the Company's common shares on the NYSE on that date.

(6)

The fees to Dr. Harris include a $60,000 retainer, a $20,000 additional fee for his service as Lead Director, a $7,084 additional fee for his service as Chairman of the Governance Committee through June 1, 2014, and co-Chairman of the Nominating and Governance Committee after June 1, 2014, and, in accordance with Invacare's director compensation policy, $9,000 for Dr. Harris' attendance at four Board or committee meetings in excess of 24 meetings held in 2014.

(7)

As of the end of the fiscal year, Dr. Harris held options to buy 18,569 common shares of the Company under the Invacare Corporation 2003 Performance Plan. All options were granted between March 2, 2005 and August 20, 2008 at exercise prices between $23.71 and $47.01 per share, expired or will expire between March 2, 2015 and August 20, 2018, and became exercisable between December 21, 2005 and September 30, 2012. As of the end of the fiscal year, Dr. Harris held 11,185 shares of unvested restricted stock, which had an aggregate market value of $187,460.60 at December 31, 2014, based on the $16.76 per share closing price of the Company's common shares on the NYSE on that date.

(8)	The fees to General Jones represent a $60,000 retainer.

(9)

As of the end of the fiscal year, General Jones held options to buy 7,294 common shares of the Company under the Invacare Corporation 2003 Performance Plan. All options were granted between December 1, 2010 and December 22, 2010, at exercise prices between $22.7025 to $27.82 per share, will expire between December 31, 2015 and December 1, 2020, and became or will become exercisable between September 30, 2011 and January 1, 2016. As of the end of the fiscal year, General Jones held 11,185 shares of unvested restricted stock, which had an aggregate market value of $187,460.60 at December 31, 2014, based on the $16.76 per share closing price of the Company's common shares on the NYSE on that date.

(10)

The fees to Mr. LaPorte include a $60,000 retainer, a $2,500 fee for his service as Chairman of the Investment Committee during 2014 prior to termination of the committee (such amount representing the prorated portion of his annual fee amount for the portion of the year served in such position), and, in accordance with Invacare's director compensation policy, $24,000 for Mr. LaPorte's attendance at 16 Board or committee meetings in excess of 24 meetings held in 2014.

(11)

As of the end of the fiscal year, Mr. LaPorte held options to buy 7,858 common shares of the Company under the Invacare Corporation 2003 Performance Plan. All options were granted on February 12, 2009 at an exercise price of $19.09 per share, will expire on February 13, 2019, and became exercisable between March 31, 2010 and March 31, 2013. As of the end of the fiscal year, Mr. LaPorte held 11,185 shares of unvested restricted stock, which had an aggregate market value of $187,460.60 at December 31, 2014, based on the $16.76 per share closing price of the Company's common shares on the NYSE on that date.

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(12)	Mr. Merriman was elected to the Board of Directors effective as of May 15, 2014 and was appointed Chairman of the Audit Committee effective as of August 12, 2014. $40,000 of the fees to Mr. Merriman represent a prorated portion of his annual retainer for service as a director during 2014, and $5,000 represent a prorated portion of his annual fee for service as Chairman of the Audit Committee.

(13)	As of the end of the fiscal year, Mr. Merriman held options to buy 8,977 common shares of the Company under the Invacare Corporation 2013 Equity Performance Plan. All options were granted on May 15, 2014 at an exercise price of $16.71 per share, will expire on May 15, 2024, and became or will become exercisable between March 31, 2015 and March 31, 2018.

(14)	The fees to Mr. Moore include a $60,000 retainer, a $15,000 fee for his service as Chairman of the Compensation and Management Development Committee, and, in accordance with Invacare's director compensation policy, $21,000 for Mr. Moore's attendance at 14 Board or committee meetings in excess of 24 meetings held in 2014.

(15)

As of the end of the fiscal year, Mr. Moore held options to buy 18,569 common shares of the Company under the Invacare Corporation 2003 Performance Plan. All options were granted between March 2, 2005 and August 20, 2008, at exercise prices between $23.71 to $47.01 per share, expired or will expire between March 2, 2015 and August 20, 2018, and became exercisable between December 21, 2005 and September 30, 2012. As of the end of the fiscal year, Mr. Moore held 7,171 shares of unvested restricted stock, which had an aggregate market value of $120,185.96 at December 31, 2014, based on the $16.76 per share closing price of the Company's common shares on the NYSE on that date.

(16)	The fees to Senator Robb include a $60,000 retainer, as well as a $7,084 additional fee for his service as Chairman of the Nominating Committee through June 1, 2014, and co-Chairman of the Nominating and Governance Committee after June 1, 2014.

(17)

As of the end of the fiscal year, Mr. Robb held options to buy 13,161 common shares of the Company under the Invacare Corporation 2003 Performance Plan. All options were granted between March 1, 2010 and December 22, 2010, at exercise prices between $22.7025 to $28.67 per share, will expire between December 31, 2015 and March 1, 2020, and became or will become exercisable between March 31, 2011 and January 1, 2015.  As of the end of the fiscal year, Senator Robb held 7,171 shares of unvested restricted stock, which had an aggregate market value of $120,185.96 at December 31, 2014, based on the $16.76 per share closing price of the Company's common shares on the NYSE on that date.

(18)

The fees to Mr. Shah represent a $60,000 retainer, a $3,750 fee for his service as the Chairman of the Audit Committee (such amount representing the prorated portion of his annual fee for the portion of the year served in such position), and, in accordance with Invacare's director compensation policy, $21,000 for Mr. Shah's attendance at 14 Board or committee meetings in excess of 24 meetings held in 2014.

(19)

As of the end of the fiscal year, Mr. Shah held options to buy 4,496 common shares of the Company under the Invacare Corporation 2003 Performance Plan. All options were granted on May 19, 2011 at an exercise price of $33.36 per share, will expire on May 19, 2021, and became or will become exercisable between March 31, 2012 and March 31, 2015. As of the end of the fiscal year, Mr. Shah held 11,185 shares of unvested restricted stock, which had an aggregate market value of $187,460.60 at December 31, 2014, based on the $16.76 per share closing price of the Company's common shares on the NYSE on that date.

(20)

The fees to Ms. Tauscher represent a $60,000 retainer, a $10,000 fee for her service as the Chairperson of the Regulatory and Compliance Committee (such amount representing the prorated portion of her annual fee for the portion of the year served in such position) and, in accordance with Invacare's director compensation policy, $27,000 for Ms. Tauscher's attendance at 18 Board or committee meetings in excess of 24 meetings held in 2014. During 2014, Ms. Tauscher elected to defer up to $70,000 of her Director fees under the 2012 Invacare Corporation Non-Employee Directors Deferred Compensation Plan (the "Deferred Compensation Plan"). This amount was credited to equivalent phantom stock under the Deferred Compensation Plan. The number of Invacare phantom stock

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(21)

As of the end of the fiscal year, Ms. Tauscher held options to buy 8,542 common shares of the Company under the Invacare Corporation 2003 Performance Plan. All options were granted on February 9, 2012 at an exercise price of $17.56 per share, will expire on February 9, 2022, and became or will become exercisable between March 31, 2013 and March 31, 2016. As of the end of the fiscal year, Ms. Tauscher held 10,264 shares of unvested restricted stock, which had an aggregate market value of $172,024.64 at December 31, 2014, based on the $16.76 per share closing price of the Company's common shares on the NYSE on that date.

(22)	Mr. Weber retired from the Board of Directors effective as of May 15, 2014. The fees to Mr. Weber represent a $25,000 retainer, as well as a $6,250 fee for his service as the Chairman of the Audit Committee (such amounts representing the prorated portion of his annual retainer and fees for the portion of the year served in such positions).

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1.	The third sentence of the first paragraph of Section 2.01(ii) of the Plan is hereby deleted in its entirety and replaced with the following:

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2.	Section 4.02(b) of the Plan is hereby deleted in its entirety and replaced with the following:

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

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

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

(c)	“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.

(d)	“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.

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

(f)	“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.

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

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

(i)

“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

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(j)

“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.

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

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

(m)	“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.

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

(o)	“Covered Employee” means an Employee who is a “covered employee” as defined in Code Section 162(m)(3).

(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.

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

(r)	“Effective Date” means May 16, 2013, 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.

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(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 purposes 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 this purposes 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.

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(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-Based Compensation” means compensation described in Code Section 162(m)(4)(C) that is excluded from “applicable employee remuneration” under Code Section 162(m).

(ii)

“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) EBIT; (G) EBITDA; (H) cash flow; (I) economic profit; (J) total earnings; (K) earnings growth; (L) return on capital; (M) operating measures (including, but not limited to, operating margin and/or operating costs); (N) return on assets; (O) return on assets; (P) return on net assets; (Q) return on capital; (R) return on invested capital; (S) increase in the Fair Market Value of the Shares; or (T) total shareholder return. Performance Measures may differ from Participant to Participant and from Award to Award.

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

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(kk)	“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.

(ll)	“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.

(mm)	“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.

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

(oo)	“Plan” means the Invacare Corporation 2013 Equity Compensation Plan, as set out in this instrument and as amended from time to time.

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

(qq)	“Qualified Performance Award” means a Performance Award that is intended to qualify as Performance-Based Compensation under Code Section 162(m).

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

(ss)	“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.

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

(uu)	“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.

(vv)	“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.

(ww)

“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.

(xx)

“Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection or tandem with a related Option, that is designated as an 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.

(yy)

“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.

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(zz)	“Tandem SAR” means an 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.

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

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

(b)

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

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

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

(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.

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(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 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)	3,800,000 Shares; plus

(ii)	any Shares covered by an award under this Plan or the 2003 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;

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

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

(c)

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

(d)	Subject to adjustment pursuant to Section 4.06 hereof, the total number of Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 3,800,000 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 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 2003 Plan pursuant to Section 4.01(a)(ii) shall be added back as one Share.

(a)	no Participant will be granted Options or SARs for more than 400,000 Shares, in the aggregate, during any calendar year; and

(b)	no Participant will be granted Awards of Restricted Stock, Restricted Stock Units or Performance Shares that are Qualified Performance Awards for more than 50,000 Shares, in the aggregate, during any calendar year.

(c)	No Nonemployee Director will be granted Awards of Restricted Stock, Restricted Stock Units or Performance Shares for more than 50,000 Shares, in the aggregate, during any calendar year.

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

(b)

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

(c)

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

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

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(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

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

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

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

(c)

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

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

(e)	a combination of the foregoing.

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(a)	the SAR's Spread; by

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

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(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 three years, but the restrictions may be removed ratably during the three-year period on an annual basis, (iii) applicable federal or state securities laws, or (iv) any other basis determined by the Committee, in its sole discretion.

(b)

Section 162(m) Performance Restrictions. Notwithstanding any other provision of this Section to the contrary, for purposes of qualifying grants of Restricted Stock as Performance-Based Compensation, the Committee shall establish restrictions based upon the achievement of pre-established Performance Targets. If the Committee intends for any Share of Restricted Stock to be a Qualified Performance Award, the specific Performance Targets that must be satisfied for the Period of Restriction to lapse or terminate shall be established by the Committee on or before the latest date permissible to enable the Restricted Stock to qualify as Performance-Based Compensation. In granting Restricted Stock that is a Qualified Performance Award, the Committee shall follow any procedures that it determines to be necessary, advisable, or appropriate to ensure such qualification.

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

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(a)

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

(b)

Section 162(m) Performance Restrictions. Notwithstanding any other provision of this Section to the contrary, for purposes of qualifying grants of Restricted Stock Units as Performance-Based Compensation, the Committee shall establish restrictions based upon the achievement of pre-established Performance Targets. If the Committee intends for any Restricted Stock Unit to be a Qualified Performance Award, the specific Performance Targets that must be satisfied for the Period of Restriction to lapse or terminate shall be established by the Committee on or before the latest date permissible to enable the Restricted Stock Unit to qualify as Performance-Based Compensation. In granting Restricted Stock Units that are Qualified Performance Awards, the Committee shall follow any procedures that it determines to be necessary, advisable, or appropriate to ensure such qualification.

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(a)

General Performance Objectives. 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.

(b)

Section 162(m) Performance Objectives. Notwithstanding any other provision of this Section to the contrary, for purposes of qualifying grants of Performance Units or Performance Shares to Covered Employees as Performance-Based Compensation, the Committee shall establish the specific Performance Targets applicable to Performance Units or Performance Shares. If the Committee intends for any Performance Unit or Performance Share to be a Qualified Performance Award, the Performance Targets for any such Award shall be set by the Committee on or before the latest date permissible to enable the Performance Unit or Performance Share, as the case may be, to qualify as Performance-Based Compensation. In granting Performance Units or Performance Shares to Covered Employees that are Qualified Performance Awards, the Committee shall follow any procedures that it determines to be necessary, advisable, or appropriate to ensure such qualification.

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(a)

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

(b)

If permitted by Code Section 409A and Code Section 162(m), and the regulations thereunder, without resulting in any adverse tax consequences, but subject Section 12.01(c), in case of termination of employment by reason of death, disability or retirement of a Participant, or in the case of a Change in Control, an unforeseeable emergency or other special circumstances, the Committee may, in its sole discretion, accelerate the exercisability of an Option or SAR, accelerate the time at which any

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(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 or retroactively, except in the case of a Qualified Performance Award (other than in connection with the Participant's death or disability, or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Committee will not make any modification of the Performance Targets or the level or levels of achievement with respect to such Award. Except as provided in Section 4.06 of the Plan, no amendment of an Award shall impair the rights of the Participant without his or her consent.

(a)

There is a report filed on Schedule 13D or Schedule 14D‑1 (or any successor schedule, form, or report), each as adopted under the 1934 Act, disclosing the acquisition, in a transaction or series of transactions, by any person (as the term “person” is used in Section 13(d) and Section 14(d)(2) of the 1934 Act), other than (1) A. Malachi Mixon and/or any Affiliate of A. Malachi Mixon, (2) the Company or any of its subsidiaries, (3) any employee benefit plan or employee stock ownership plan or related trust of the Company or any of its subsidiaries, or (4) 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 majority of the Directors

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(c)

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

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

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

(a)

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

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

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

(b)

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

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

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

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

(ii)

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

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

(iv)

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

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

(a)

Upon the occurrence of a Change in Control in which the Company is not the surviving Company, any Awards made under this Plan that are not Assumed by the Post-CIC Entity shall become fully vested and exercisable on the date of the Change in Control or shall immediately vest and become immediately payable (subject to Section 14.03(e)) in accordance with their terms as if all of the Performance Measures had been achieved at their target levels as of the date of the Change in Control, and any restrictions that apply to such Awards shall lapse, and the following provisions of this Section 14.03 shall apply.

(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

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(a)

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

(b)

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

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(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 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.

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