Form of Restricted Stock Unit Award under Invacare Corporation 2018 Equity Compensation Plan

(Name of Award Recipient)

    Date of Grant:

    

/s/ Anthony C. LaPlaca

Anthony LaPlaca

Sr. Vice President, General Counsel and Secretary

This Exhibit A includes special terms and conditions applicable to you if you reside in one of the countries listed below. These terms and conditions are in addition to or, if so indicated, in place of, the terms and conditions set forth in the Agreement. Unless otherwise provided below, capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Agreement.

This Exhibit A also includes country-specific information of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2014. Such laws are often complex and change frequently. As a result, Invacare strongly recommends that you do not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time that you vest in the RSUs or sell Shares acquired under the Plan.

In addition, the information is general in nature and may not apply to your particular situation, and Invacare and its affiliates are not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation. Finally, please note that if you are a citizen or resident of a country other than the country in which you are currently working, or transfer employment after grant, the information contained in this Exhibit A may not be applicable to you.

Exchange Control Information. Exchange control reporting is required for cash transactions exceeding AUD10,000 and for international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on your behalf.

Securities Law Information. If you acquire Shares under the Plan and offer the Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. You should consult with your own legal advisor before making any such offer in Australia.

Settlement of RSUs. Notwithstanding any terms or conditions of the Plan or the Agreement to the contrary, RSUs will be settled in Shares only, not cash.

Securities Law Information. You acknowledge and agree that you will only sell Shares acquired through participation in the Plan outside of Canada through the facilities of a stock exchange on which the Shares are listed. Currently, the Shares are listed on the New York Stock Exchange.

Termination of Employment. Notwithstanding anything in the Agreement to the contrary, in the event of your termination of employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), your right to vest in the RSUs will terminate effective as of the date that is the earlier of (1) the date you are no longer actively providing service or (2) the date you receive notice of termination of employment from Invacare or a subsidiary, regardless of any notice period or period of pay in lieu of such notice required under applicable laws (including, but not limited to statutory law, regulatory law and/or common law); Invacare shall have the exclusive discretion to determine when you are no longer actively employed for purposes of the RSUs.

The parties acknowledge that it is their express wish that this Agreement, including this Addendum, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be provided to them in English.

Data Privacy. This provision supplements Article XII of the Agreement:

You hereby authorize Invacare, its subsidiaries and their representatives to discuss with, obtain and process all relevant information in connection with the Agreement, including your personal data, from all personnel, professional or not, involved in the administration and operation of the Plan. You further authorize Invacare and its subsidiaries to disclose and discuss the Plan, the Agreement and your personal data with their advisors. You further authorize Invacare and its subsidiaries to record and process such information and to keep such information in your employee file.

Settlement of RSUs and Sale of Shares. Due to local regulatory requirements, upon the vesting of the RSUs, you agree to the immediate sale of any Shares to be issued to you upon vesting and settlement of the RSUs. You further agree that Invacare is authorized to instruct its designated broker to assist with the mandatory sale of such Shares (on your behalf pursuant to this authorization) and you expressly authorize Invacare’s designated broker to complete the sale of such Shares. You acknowledge that Invacare’s designated broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, Invacare agrees to pay you the cash proceeds from the sale of Shares, less any brokerage fees or commissions and subject to any obligation to satisfy tax withholding requirements.

Treatment of RSUs Upon Termination of Employment. Notwithstanding anything in the Agreement to the contrary, any portion of Shares that vests upon termination of your employment will be distributed to you no later than three months from the date of termination, as determined by Invacare. If all or a portion of your RSUs become distributable at some time following your termination of employment, that portion will vest and become distributable immediately upon termination of your employment. Any Shares distributed to you according to this paragraph will be sold immediately upon distribution, as described above.

Exchange Control Information. You understand and agree that, to facilitate compliance with exchange control requirements, you will be required to immediately repatriate to China the cash proceeds from the immediate sale of the Shares issued upon the vesting of the RSUs. You further understand that, under local law, such repatriation of the cash proceeds will be effectuated through a special exchange control account established by Invacare or its subsidiaries, and you hereby consent and agree that the proceeds from the sale of Shares acquired under the Plan may be transferred to such special account prior to being delivered to you. Invacare may deliver the proceeds to you in U.S. dollars or local currency at Invacare’s discretion. If the proceeds are paid in U.S. dollars, you understand that you will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to you and due to fluctuations in the Shares’ trading price and/or the U.S. dollar/PRC exchange rate between the vesting/sale date and (if later) when the sale proceeds can be converted into local currency, the sale proceeds that you receive may be more or less than the market value of the Common Stock on the vesting/sale date (which is the amount relevant to determining your tax liability). You agree to bear the risk of any currency fluctuation between the date the RSUs vest and the date of conversion of the proceeds into local currency.

You further agree to comply with any other requirements that may be imposed by Invacare in the future to facilitate compliance with exchange control requirements in China.

There are no country specific provisions.

By accepting your RSUs, you confirm having read and understood the documents relating to this grant (the Plan and this Agreement) which were provided to you in English.

Exchange Control Information. If you import or export cash (e.g., sales proceeds received under the Plan) with a value equal to or exceeding €10,000 and do not use a financial institution to do so, you must submit a report to the customs and excise authorities.

If you hold Shares outside of France or maintain a foreign bank account, you are required to report such to the French tax authorities when filing your annual tax return. Failure to comply could trigger significant penalties.

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. In the event that you make or receive a payment in excess of this amount, you are responsible for obtaining the appropriate form from the remitting bank and complying with applicable reporting requirements.

Labor Law Policy and Acknowledgment. By accepting this Award, you expressly recognize that Invacare Corporation, with offices at 1 Invacare Way, Elyria, Ohio 44035, U.S.A., is solely responsible for the administration of the Plan and the Agreement and that your participation in the Plan and acquisition of Shares does not constitute an employment relationship between you and Invacare since you are participating in the Plan on a wholly commercial basis and your sole employer is Invamex, not Invacare in the United States. Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and your employer, Invamex, and do not form part of the employment conditions and/or benefits provided by Invamex and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of Invacare; therefore, Invacare reserves the absolute right to amend and/or discontinue your participation at any time without any liability to you.

Finally, you hereby declare that you do not reserve to yourself any action or right to bring any claim against Invacare for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to Invacare, its subsidiaries, affiliates, branches, representation offices, its shareholders, officers, agents or legal representatives with respect to any claim that may arise.

Insider-Trading Notification. You should be aware of the Dutch insider-trading rules, which may impact the sale of Shares issued to you at settlement of the RSUs. In particular, you may be prohibited from effectuating certain transactions involving shares of Invacare Common Stock if you have inside information about Invacare.

Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has “inside information” related to an issuing company is prohibited from effectuating a transaction in securities in or from the Netherlands. “Inside information” is defined as knowledge of specific information concerning the issuing company to which the securities relate or the trade in securities issued by such company, which has not been made public and which, if published, would reasonably be expected to affect the share price, regardless of the development of the price. The insider could be any employee of a subsidiary in the Netherlands who has inside information as described herein.

Given the broad scope of the definition of inside information, certain employees working at a subsidiary in the Netherlands may have inside information and, thus, would be prohibited from effectuating a transaction in securities in the Netherlands at a time when they have such inside information.

By accepting the RSUs and the underlying Shares, you acknowledge having read and understood the notification above and acknowledge that it is your responsibility to comply with the Dutch insider trading rules, as discussed herein.

If you are uncertain whether the insider-trading rules apply to you, you should consult your personal legal advisor.

There are no country-specific provisions.

There are no country-specific provisions.

There are no country-specific provisions.

Securities Law Notification. The RSUs offered hereunder are considered a private offering in Switzerland and are, therefore, not subject to registration in Switzerland.

You agree that, if you do not pay or Invacare or a subsidiary does not withhold from you the full amount of all taxes, including without limitation income tax, social security, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by Invacare or a subsidiary to be an appropriate charge to you even if legally applicable to Invacare or a subsidiary, that you owe at vesting and settlement of the RSUs, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSUs (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount of income tax that should have been withheld shall constitute a loan owed by you to Invacare or a subsidiary, effective 90 days after the Taxable Event. You agree that the loan will bear interest at Her Majesty’s Revenue & Customs’ (“HMRC”) official rate and will be immediately due and repayable by you, and Invacare or a subsidiary may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by Invacare or its subsidiary, by withholding in Shares issued upon vesting of your RSUs or from the cash proceeds from the sale of Shares or by demanding cash or a cheque from you. You also authorize Invacare to delay the issuance of any Shares unless and until the loan is repaid in full.

Notwithstanding the foregoing, if you are an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that you are an officer or executive director and the income tax that is due is not collected from or paid by you within 90 days of the Taxable Event, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing Invacare or its subsidiary (as appropriate) for the value of any employee national insurance contributions due on this additional benefit.