exhibit10_2.htm


    Exhibit 10.2

    
AMENDMENT
NO. 1

    TO

    INVACARE
CORPORATION CASH BALANCE

    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    (As
Amended and Restated December 31, 2008)

    


     

    This
Amendment No. 1 is executed as of this 19th day of August, 2009, by
Invacare Corporation, an Ohio corporation (hereinafter referred to as the
“Company”).

    WITNESSETH:

    WHEREAS,
effective May 1, 1995, the Company adopted the Invacare Corporation Supplemental
Executive Retirement Plan (the “Plan), which permits certain management and
highly compensated employees to accrue additional retirement benefits;
and

    WHEREAS,
effective December 31, 2008, the Company amended and restated the Plan to bring
the Plan more fully into documentary compliance with the final Treasury
Regulations promulgated under Code Section 409A and renamed the Plan the
Invacare Corporation Cash Balance Supplemental Executive Retirement Plan;
and

    WHEREAS,
the Company now desires further to amend the Plan to further address
administrative procedures relating to tax withholding; and

    WHEREAS,
the Company reserved the right, pursuant to Section 7.3 of the Plan, to make
certain amendments thereto;

    NOW, THEREFORE, effective as of January
1, 2009, the
Company hereby amends the Plan as follows (all capitalized terms not otherwise
defined in this Amendment have the meanings ascribed to them in the
Plan):

    1.           Section
5.7 is hereby amended to read as follows:

     

    “5.7           Withholding.

     

    All
distributions shall be subject to legally required income and employment tax
withholding.

     

    In
addition, to the extent permitted under Code Section 409A, the Company may elect
to accelerate a Participant’s benefit hereunder:

     

    
      	
               
      

            	
              (a)

            	
              to
      pay any Federal Insurance Contributions Act (“FICA”) tax imposed under
      Code Sections 3101, 3121(a), and Section 3121(v)(2) on compensation
      deferred under the Plan (the “FICA Amount”), as well as to pay the income
      tax at source on wages imposed under Code Section 3401 or the
      corresponding withholding provisions of applicable state, local, or
      foreign tax laws as a result of the payment of the FICA Amount, and to pay
      the additional income tax at source on wages attributable to the
      pyramiding Code Section 3401 wages and taxes. However, the total payment
      accelerated under this Section 5.7(a) shall not exceed the aggregate of
      the FICA Amount and the income tax withholding related to such FICA
      Amount; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      pay any state, local, or foreign tax obligations arising from
      participation in the Plan that apply to an amount deferred hereunder
      before the amount is paid or made available to the Participant (the
      “State, Local, or Foreign Tax Amount”).  Such payment may not
      exceed the amount of such taxes due as a result of participation in the
      Plan. Such payment may be made by distributions to the Participant in the
      form of withholding pursuant to provisions of applicable state, local, or
      foreign law or by distribution directly to the Participant.  The
      Participant’s benefit hereunder also may be accelerated to pay the income
      tax at source on wages imposed under Code Section 3401 as a result of such
      payment and to pay the additional income tax at source on wages imposed
      under Code Section 3401 attributable to such additional Code Section 3401
      wages and taxes.  However, the total payment accelerated under
      this Section 5.7(b) must not exceed the aggregate of the State, Local, or
      Foreign Tax Amount and the income tax withholding related to such State,
      Local, or Foreign Tax Amount.

            


    

     

    


     

    IN
WITNESS WHEREOF, Invacare Corporation, by its duly authorized officers, has
caused this Amendment to be executed as of the day and year first above
written.

     

     

    
      
        
          	 	INVACARE
      CORPORATION	 
	 	 	 
	 	 (“Company”)	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Robert
      K. Gudbranson	 
	 	 	 	 
	 	 Its:	Senior
      Vice President and CFO