exhibit102.htm


    Exhibit
      10.2

     

     

    
      Rule
        10b5-1 Sales Plan

       

      I,
        ____________, have, as of the date
        set forth below, established this Sales Plan (the “Plan”) in order to sell to
        Invacare Corporation (the “Issuer”) common shares, no par value per share, of
        the Issuer (the “Stock”), pursuant to the requirements of Rule 10b5-1(c)(1)
        under the Securities Exchange Act of 1934, as amended (the “Exchange
        Act”).

       

      1.           I
        elect to surrender shares of Stock to the Issuer in order to satisfy the
        minimum
        tax withholding obligation required by federal, state and local governmental
        authorities (including such amount, if any, as may be required under the
        American Jobs Creation Act of 2004) with respect to the shares of Stock I
        will
        receive on the respective maturity dates of the restricted stock grants
        currently outstanding and issued to me, and any restricted stock grants that
        are
        issued to me in the future by the Issuer, as indicated on Attachment A to
        the
        Plan.

       

      2.  On
        each respective maturity date set forth or described on Attachment A hereto,
        the
        Issuer agrees to withhold such portion of the restricted stock maturing on
        such
        date as is necessary to satisfy such minimum tax withholding obligation required
        by federal, state and local governmental authorities based on the rates in
        effect on the applicable maturity date at a price per share equal to the
        closing
        price of the Stock on the New York Stock Exchange on the applicable maturity
        date.

       

      3.           The
        Plan will terminate on the earliest of:

       

      a.           the
        completion of the maturity or the termination of the restricted stock grants
        currently outstanding and issued to me and any restricted stock grants that
        are
        issued to me in the future by the Issuer, as referenced in Section 1 of the
        Plan;

       

      b.           the
        Issuer’s  receipt of notice of my death or mental
        incapacity;

       

      c.           the
        Issuer’s reasonable determination that: (i) the Plan does not comply with
        Rule 10b5-1 or other applicable securities laws; or (ii) I have not
        complied with the Plan, Rule 10b5-1 or other applicable securities
        laws;

       

      d.           the
        Issuer’s receipt of written notice of termination from me by overnight service
        and facsimile certifying that I desire to terminate the Plan and have consulted
        with my legal advisors about the termination of the Plan;

       

      e.           the
        Issuer’s receipt of notice from me by telephone or facsimile specifying that a
        legal, contractual or regulatory restriction applicable to me or my affiliates
        would prohibit any sale pursuant to the Plan or result in material adverse
        consequences to me as a result of any such sale, or

       

      f.           the
        public announcement of a public offering or other distribution of securities
        by
        the Issuer or of a merger, acquisition, tender or exchange offer, or other
        business combination resulting in the exchange or conversion of the Stock
        of the
        Issuer into shares of a company other than the Issuer.

       

      4.           In
        the event of a stock split, reverse stock split or stock dividend relating
        to
        the Stock, the dollar amount at which shares of Stock are to be surrendered
        to
        the Issuer and the number of shares to be surrendered will be automatically
        adjusted proportionately.

       


      
        
                

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      5.           In
        the event of a reincorporation or other corporate reorganization resulting
        in an
        automatic share-for-share exchange of new shares for the type of shares of
        Stock
        subject to the Plan, then the new shares will automatically replace the type
        of
        shares of Stock originally specified in the Plan.

       

      6.           The
        Plan may be modified or amended only upon the written agreement of myself
        and
        the Issuer.

       

      7.           The
        Plan may be signed in counterparts, each of which will be an
        original.  I will not assign my rights or obligations under the Plan
        without the Issuer’s consent.

       

      8.           The
        Plan, and the attached Representation Letter, dated the date hereof, constitutes
        the entire agreement and Plan between me and the Issuer and supersedes any
        prior
        agreements or understandings regarding the Plan.  The invalidity or
        unenforceability of any provision of the Plan will not affect the validity
        or
        enforceablity of any other provision.

       

      9.           All
        notices given by the parties under this Plan will be made in the manner
        specified in this Plan by telephone, facsimile or recognized overnight service
        as follows:

       

      a.           If
        to the Issuer:

       

      Invacare
        Corporation

      Attn:   Gregory
        C. Thompson

      One
        Invacare Way

      
        	
                 

              	
                Elyria,
                  OH 44036

              


      

      
        	
                 

              	
                Tel:  440-329-6111

              


      

      
        	
                 

              	
                Fax:  440-366-9008

              


      

       

      b.           If
        to me:

       

      _____________________

      _____________________

      _____________________

      Tel:  _______________

      Fax:  _______________

       

      10.           This
        Plan will be governed by and construed in accordance with the laws of the
        State
        of Ohio, without giving effect to the conflict of law principles of that
        State.

       

      The
        undersigned have signed this Sales Plan as of  ___________ __
        200__.

      


      ______________________________                                                                                Invacare
        Corporation (the Issuer)

      Name:

      


      By:           ______________________________

      Name:

      Title:

      


       


      
        
                                                                                                         

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Rule
        10b5-1  Representation Letter

       

      Invacare
        Corporation

      Attn:  Gregory
        C. Thompson

      One
        Invacare Way

      Elyria,
        OH 44036

      


      Ladies
        and Gentlemen:

      


      In
        consideration of Invacare
        Corporation (“Invacare”) agreeing to accept the surrender of Invacare common
        shares from the restricted stock maturing in order to satisfy my minimum
        tax
        withholding obligation for federal, state and local taxes under a written
        plan
        (the “Plan”) that I, _____________, have established to meet the requirements of
        Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the
        “Exchange Act”), and other good and valuable consideration I make the following
        representations, warranties and covenants:

       

      1.           A
        true and accurate copy of the Plan is attached.

       

      2.           I
        am entering into the Plan in good faith, in compliance with the requirements
        of
        Rule 10b5-1, and not as part of a plan or scheme to evade the prohibitions
        of
        Rule 10b5-1 or other federal securities laws.  As of the date hereof,
        I am not aware of any material nonpublic information about Invacare or its
        securities.

       

      3.           I
        have consulted with my own advisors as to the legal, tax, business, and
        financial aspects of, and have not relied on Invacare in connection with,
        my
        adoption and implementation of the Plan and I have confirmed that the Plan
        meets
        the criteria set forth in Rule 10b5-1.  I acknowledge that Invacare is
        not acting as a fiduciary or an advisor for me.

       

      4.           I
        have been or will be granted all restricted shares that are subject to the
        Plan
        free and clear of liens, encumbrances, options or other limitations on
        disposition of any kind.

       

      5.           While
        the Plan is in effect, I agree that:

       

      a.           I
        will not enter into or alter any corresponding or hedging transaction or
        position with respect to the securities covered by the Plan (including, without
        limitation, with respect to any securities convertible or exchangeable into
        those securities) and I will not alter or deviate from the terms of the Plan;
        and

       

      b.           I
        will notify Invacare in advance of any sales or purchases of, or derivative
        transactions on, any of the Invacare securities that I propose to
        make.

       

      6.           Except  as
        provided under the terms of the Plan, I further agree that I will not exercise
        any subsequent influence over how, when or whether transactions are effected
        under the plan.

       

      7.        I
        agree to make or cause to be made in a timely manner all necessary filings
        applicable to me, including Rule 144 filings, filings pursuant to Sections
        13
        and 16 of the Exchange Act, and any other filings necessary pursuant to the
        Securities Act of 1933, as amended (the “Securities Act”) and the Exchange
        Act.

       


      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      8.           The
        execution and delivery of the Plan by me and the transactions contemplated
        by
        the Plan will not contravene any provision of applicable law or any agreement
        or
        other instrument binding on me or any of my affiliates or any judgment, order
        or
        decree of any governmental body having jurisdiction over me or my
        affiliates.

       

      9.           I
        agree to give Invacare notice as soon as possible of (a) any subsequent
        legal, contractual or regulatory restrictions imposed on me due to changes
        in
        the securities (or other) laws, contractual restrictions, or anticipated
        or
        changed events, that would prevent Invacare or me from complying with the
        Plan
        and (b) the occurrence of any event that could cause the Plan to terminate
        or be suspended under Section 2 or Section 3 of the Plan.

       

      


       

      Very
        truly yours,

       

      


      


      Name:

      Date:



     

    
      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    Schedule
      of Agreements with Current Officers

     

     

    
      	 Name	 Position	 Date
              of Agreement
	 Gerald
              B. Blouch	 President
              and Chief Operating Officer	 August
              6, 2007
	 Brian
              Ellacott	 Group
              Vice President	 August 7,
              2007
	 Dale
              C. LaPorte	 Senior
              Vice President - Business Development, General Counsel and
              Secretary	 August
              3, 2007
	 Gregory
              C. Thompson	 Senior
              Vice President and Chief Financial Officer	 August
              6, 2007
	 Joseph
              S. Usaj	 Senior
              Vice President - Human Resources	 August
              6, 2007
	 Carl
              Will	 Group
              Vice President	 August 7,
              2007