Exhibit






Exhibit 10(ay)








July 31, 2008








Mr. Anthony LaPlaca
343 Cheyenne Falls
Avon Lake, Ohio  44012


Dear Anthony:


We are pleased to confirm our offer of the position of Senior Vice President and General Counsel reporting directly to A. Malachi Mixon, III, Chairman and CEO. 


The following represents the terms and conditions of your employment:


		
	1.
	Salary


    
Your starting base salary for this position will be $26,250 per month, which is $315,000 when calculated on an annual basis.  


		
	2.
	Bonus




Beginning in January, 2009, as a member of Invacare’s senior management group, your target bonus eligibility will be at the seventy-fifth (75th) percent bonus level.  This bonus will be based on corporate performance.   For Plan Year 2009, we will guarantee a half payout of your bonus, payable in early 2010.  We will also pay you the one-time bonus make up of $88,025 no later than March, 2009.


		
	3.
	Stock Option Program


    
Upon acceptance of our offer, you will be eligible to receive non-qualified options to purchase 20,000 shares, without par value, of Invacare stock pursuant to the Company’s Executive Stock Option Plan.  Stock options vest at a rate of 25% per year with an exercise period of ten (10) years.  Options are granted and priced based on your start date.


		
	4.
	Restricted Stock


    
Upon acceptance of our offer, you will be eligible to receive a restricted stock grant in the amount of 3,000 shares.  Restrictions lapse at 25% per year.  Shares are granted and priced on your start date.


		
	5.
	Benefits




Medical - You will be eligible to participate in Invacare’s flexible benefits program, which includes medical, dental and vision coverage, as well as increased term life insurance for eligible dependents.  This program will be available to you on the first day of the month following employment.  In addition, you will be eligible for the Company’s Life Insurance, Short and Long Term Disability, Retirement Plan and Educational Assistance programs.  The average benefit package adds approximately 28% to your base salary.











Retirement Plan - Invacare offers a qualified plan, The Invacare Retirement Savings Plan, and a non-qualified plan, The dcPlus Plan (“Plus Plan”).  The Invacare Retirement Savings Plan includes a 401(k) program, Employer Match and Invacare Quarterly Contribution (IQC).  The Plus Plan is offered to those individuals whose annual income exceeds $100,000 and includes an enhanced employee contribution plan along with the Employer Match and Invacare Quarterly Contribution.  The Plus Plan allows you to contribute up to 50% of your salary and 100% of bonus.  Invacare will make matching contributions equal to 100% of the first 1% of your salary deferrals, plus 50% of the next 2% of your salary deferrals after you have completed six months of service.  The Quarterly Contribution is equal to 4% of your eligible quarterly earnings and will be made at the conclusion of each calendar quarter after you have completed six months of service.  You do not have to contribute to either Plan to receive the Quarterly Contribution.


Vacation - You are eligible for five (5) weeks vacation beginning in January, 2009.


		
	6.
	Executive Benefits (Additional details of each of these plans are enclosed) 




Supplemental Executive Retirement Plan (SERP) - You will be eligible to participate in the Invacare SERP.  The SERP is a non-qualified plan that provides retirement income to supplement income available from Invacare’s qualified plans and to supplement The dcPlus Plan.  The Target Retirement Ratio is 50% of final compensation.  


Life Insurance Plan - You will be eligible to participate in the Executive Life Insurance plan.  This plan provides a level of death benefit equal to three (3) times compensation at pre-retirement and one (1) times final compensation at post-retirement.  


Disability Income Plan - You will be eligible to participate in the Executive Disability Income Plan.  This disability plan, combined with the Invacare Group Long Term Disability Income plan, can provide disability income of up to 70% of your compensation.


Health Management Program - You will be eligible to participate in the Executive Health Management Program.  Through this program, you will be entitled to one physical exam every two years performed at the Cleveland Clinic Department of Preventative Medicine.


Personal Liability - Invacare will also provide 5 million dollars of personal umbrella coverage over certain underlying retention amounts.  This coverage provides you with liability coverage anywhere in the world subject to the terms and conditions of the policy.  


		
	7.
	Severance




If you are terminated for any reason other than cause during your employment, you will be provided one year of salary continuation as severance pay.  You will also receive a prorata portion of your target bonus based on the date of termination.  In addition, Invacare will continue to provide health insurance during your severance period, or until you obtain employment that provides you with such coverage, whichever comes first.  


Termination for cause is defined as fraud, misrepresentation, theft or embezzlement of company assets, intentional violations of law or company policies or a substantial failure to perform assigned duties.


		
	8.
	Change of Control


    
The Change in Control agreement would include provisions for a lump sum cash amount equal to three (3) times annual base salary plus target bonus and continued participation in the Company’s employee benefit plans, as described in more detail in our Annual Proxy Statement.













This offer is contingent upon verification of employment under the provisions of the Immigration Reform and Control Act of 1986.  Upon reporting to work, you will be required to present your Social Security card or birth certificate and state-issued photo identification.


You will be required to review and sign a non-compete agreement and a conflict of interest document as a condition of your employment.


This offer is also contingent upon you successfully completing a pre-employment drug screen, post-offer physical examination and reference-checking process.  Please contact Ann Wilgor at 440/329-6906 to arrange for your drug screen and post-offer physical examination.


Anthony, we are excited at the prospect of you joining the Invacare team.  Upon signing this offer, a mutually agreed upon start date will be determined.  In the interim, if there are any questions regarding this offer, please contact me at 440/329-6427.


Sincerely,






/s/ Joseph Usaj
Joseph Usaj
Senior Vice President - Human Resources


cc:    Mal Mixon
         Dale LaPorte
    


 
I acknowledge acceptance of this offer and its conditions for the position of Senior Vice President and General Counsel, and have signed two copies of this letter and am returning one to your attention. 








/s/ Anthony C. LaPlaca                        August 5, 2018
Signature                            Date