agreement.htm


    Exhibit
10.1


    
 

    February
20, 2008

    


    


    


    


    Mr.
Robert Gudbranson

    [omitted]

     

    


    Dear
Rob:

    


    We are
pleased to confirm our offer of the position of Chief Financial Officer
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 $27,083.33 per month, which is
$325,000 when calculated on an annual basis.

    


    
      	
              2.  

            	
              Bonus

            


    

    


    Beginning
in January, 2008, 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 2008, we will guarantee full payout
of your bonus, payable in early 2009.

    


    
      	
              3.  

            	
              Stock Option
      Program

            


    

     

    
      Upon
acceptance of our offer, you will be eligible to receive non-qualified options
to purchase 27,500 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.

    

     

    
      	
              4.  

            	
              Restricted
      Stock

            


    

     

    
      Upon
acceptance of our offer, you will be eligible to receive a restricted stock
grant in the amount of 2,500 shares.  Restrictions lapse at 25% per
year.  Subject to review and approval by the
Compensation Committee of the Board of Directors of Invacare Corporation, you
will be eligible to receive restricted stock grants on an annual
basis.

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	
              5.  

            	
              Automobile Leasing
      & Insurance Program

            


    

    


    
      	
               
      

            	
              You
      will be eligible to participate in Invacare’s car allowance in the amount
      of $1600 per month, which is reflected as part of your
      salary.  This allowance is intended to cover monthly car
      payment, gasoline, maintenance and
insurance.

            


    

    


    
      	
              6.  

            	
              Benefits

            


    

    


    
      	
               
      

            	
              Medical -
      You will be eligible to participate 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 compensation.  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 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 three weeks vacation
beginning in January 2008.

    


    
      	
              7.  

            	
              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.  You will receive a service credit of five (5)
years to count toward the fifteen (15) year service requirement.

    


    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.

            


    

    


    
      	
              8.  

            	
              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.

            


    

    


    
      	
              9.  

            	
              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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Rob,
      we are excited at the prospect of you re-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	 
	 	 	Name: 
      Joseph Usaj	 
	 	 	Title: 
      Senior Vice President - Human Resources	 
	 cc:    Mal
      Mixon	 	 	 


      



    


    
 

    I
acknowledge acceptance of this offer and its conditions for the position of
Chief Financial Officer, and have signed two copies of this letter and am
returning one to your attention.

    


    


    
      


      
        
          	 	
                   

                	 
	 	 	 	 
	
                  /s/ Robert
      K. Gudbranson

                	
                   

                	2/20/08	 
	 	 	Date