exhibit.htm


    Exhibit 10.1

    
 

    [Missing Graphic Reference]

    


    INVACARE
CORPORATION

    AMENDED
AND RESTATED 2003 PERFORMANCE PLAN

    


    
      	
              1.  

            	
              Purpose

            


    

     

    The
Invacare Corporation 2003 Performance Plan (the “Plan”), is designed to foster
the long-term growth and performance of the Company by: (a) enhancing the
Company’s ability to attract and retain highly qualified employees, (b)
motivating employees to serve and promote the long-term interests of the Company
and its shareholders through stock ownership and performance-based incentives,
and (c) strengthening the Company’s ability to attract, retain and incentivize
highly qualified non-employee Directors and aligning the interests of such
Directors with the interests of shareholders through stock
ownership.  To achieve this purpose, the Plan provides authority for
the grant of Stock Options, Restricted Stock, Stock Equivalent Units, Stock
Appreciation Rights, and other stock and performance-based
incentives.

     

    
      	
              2.  

            	
              Definitions

            


    

     

    (a) “Affiliate” -- means
“Affiliate” within the meaning given such term in Rule 12b-2 under the Exchange
Act.

     

    (b) “Award” -- means the grant of
Stock Options, Restricted Stock, Stock Equivalent Units, Stock Appreciation
Rights, and other stock and performance-based incentives under this Plan, or any
combination thereof.

     

    (c) “Award Agreement” -- means any
agreement between the Company and a Participant that sets forth terms,
conditions, and restrictions applicable to an Award.

     

    (d) “Board of Directors” -- means
the Board of Directors of the Company.

     

    (e)  “Change of Control” -- a
“Change of Control” shall be deemed to have occurred at the first time on which,
after the effectiveness of approval of the amendments to the Plan by the
Company’s shareholders at the Company’s 2009 Annual Shareholder
Meeting:

    


    (i)           There
is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule,
form, or report), each as adopted under the Securities Exchange Act of 1934, as
amended, disclosing the acquisition, in a transaction or series of transactions,
by any person (as the term “person” is used in Section 13(d) and Section
14(d)(2) of the Securities Exchange Act of 1934, as amended), other than (1) A.
Malachi Mixon and/or any Affiliate of A. Malachi Mixon, (2) the Company or any
of its subsidiaries, (3) any employee benefit plan or employee stock ownership
plan or related trust of the Company or any of its subsidiaries, or (4) any
person or entity organized, appointed or established by the Company or any of
its subsidiaries for or pursuant to the terms of any such plan or trust, of such
number of shares of the Company as entitles that person to exercise 30% or more
of the voting power of the Company in the election of Directors; or

    


    (ii)           During
any period of 24 consecutive calendar months, individuals who at the beginning
of such period constitute the Directors of the Company cease for any reason
to constitute at
least a majority of
the Directors of the Company unless the election of each new Director of the
Company (over such period) was approved or recommended by the vote of at least two-thirds of
the Directors of the Company then still in office who
were Directors of the Company at the beginning of the period; or

    


    (iii)           There
is a merger, consolidation, combination (as defined in Section 1701.01(Q), Ohio
Revised Code), majority share acquisition (as defined in Section 1701.01(R),
Ohio Revised Code), or control share acquisition (as defined in Section
1701.01(Z)(1), Ohio Revised Code, or in the Company’s Second Amended and
Restated Articles of Incorporation, as the same may be hereafter amended)
involving the Company and, as a result of which, the holders of shares of the
Company prior to the transaction become, by reason of the transaction, the
holders of such number of shares of the surviving or acquiring corporation or
other entity as entitles them to exercise less than fifty percent (50%) of the
voting power of the surviving or acquiring corporation or other entity in the
election of Directors; or

    


    (iv)           There
is a sale, lease, exchange, or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of the Company,
but only if the transferee of the assets in such transaction is not a subsidiary
of the Company; or

    


    (v)           The
shareholders of the Company approve any plan or proposal for the liquidation or
dissolution of Invacare, but only if the transferee of the assets of the Company
in such liquidation or dissolution is not a subsidiary of the
Company.

     

    (f)  “Code” -- means the Internal
Revenue Code of 1986, or any law that supersedes or replaces it, as amended from
time to time.  A reference to any provision of the Code includes a
reference to any lawful regulation or pronouncement promulgated thereunder and
to any successor provision.

     

    (g) “Committee” -- means the
Compensation and Management Development Committee of the Board of Directors, or
any other committee of the Board of Directors that the Board of Directors or the
Compensation and Management Development Committee authorizes to administer all
or any aspect of this Plan.

     

    (h) “Common Shares” -- means
Common Shares, without par value, of Invacare Corporation, including authorized
and unissued Common Shares and treasury Common Shares.

     

    (i) “Company” -- means Invacare
Corporation, an Ohio corporation, and its direct and indirect subsidiaries, or
any successor entity.

     

    (j) “Continuing Director” -- means
a Director who was a Director prior to a Change in Control or was recommended or
elected to succeed a Continuing Director by a majority of the Continuing
Directors then in office (or by a committee comprised solely of Continuing
Directors).

     

    (k) “Director” -- means any
individual who is a member of the Board of Directors of the
Company.

     

    (l) “Exchange Act” -- means the
Securities Exchange Act of 1934, and any law that supersedes or replaces it, as
amended from time to time.

     

    (m) “Fair Market Value” of Common
Shares -- means the value of the Common Shares determined by the Committee, or
pursuant to rules established by the Committee.

     

    (n) “Incentive Stock Option” --
means a Stock Option that meets the requirements of Section 422 of the Code, or
any successor or replacement provision.

     

    (o) “Notice of Award” -- means any
notice by the Committee to a Participant that advises the Participant of the
grant of an Award or sets forth terms, conditions, and restrictions applicable
to an Award.

     

    (p) “Participant” -- means any
person to whom an Award has been granted under this Plan.

     

    (q) “Performance Objectives” --
means the achievement of performance objectives established pursuant to this
Plan.  Performance Objectives may be described in terms of
Company-wide objectives or objectives that are related to the performance of the
individual Participant or the subsidiary, division, department or function
within the Company in respect of which the Participant performs services during
a specified time period.  Any Performance Objectives applicable to
Awards intended to qualify as “performance-based compensation” under Section
162(m) of the Code (the “Performance-Based Exception”) shall be limited to
specified levels of or increases in the Company’s, or subsidiary’s, or
division’s, or department’s, or function’s return on equity, earnings per Common
Share, total earnings, earnings growth, return on capital, operating measures
(including, but not limited to, operating margin and/or operating costs), return
on assets, or increase in the Fair Market Value of the Common
Shares.  Except in the case of such an Award intended to qualify under
Section 162(m) of the Code, if the Committee determines that a change in the
business, operations, corporate structure or capital structure of the Company,
or the manner in which it conducts its business, or other events or
circumstances render the Performance Objectives unsuitable, the Committee may
modify such Performance Objectives or the related minimum acceptable level of
achievement, in whole or in part, as the Committee deems appropriate and
equitable.

     

    The
Committee shall have the discretion to adjust the determinations of the degree
of attainment of the pre-established Performance Objectives; provided, however,
that Awards which are designed to qualify for the Performance-Based Exception,
may not be adjusted upward (the Committee shall retain the discretion to adjust
such Awards downward).

     

    In the
event that applicable tax and/or securities laws change to permit Committee
discretion to alter the governing performance measures without obtaining
shareholder approval of such changes, the Committee shall have sole discretion
to make such changes without obtaining shareholder approval.  In
addition, in the event that the Committee determines that it is advisable to
grant Awards which shall not qualify for the Performance-Based Exception, the
Committee may make such grants without satisfying the requirements of Code
Section 162(m).

     

    (r) “Person” -- means an
individual, partnership, corporation (including a business trust), joint stock
company, trust, unincorporated association, joint venture or other entity, or a
governmental authority.

     

    (s) “Plan” -- means this Invacare
Corporation 2003 Performance Plan, as set forth herein and as hereafter may be
amended from time to time in accordance with the terms hereof.

     

    (t) “Restricted Stock” -- means an
Award of Common Shares that are subject to restrictions or risk of forfeiture
based on time and/or performance.

     

    (u) “Rule 16b-3” -- means Rule
16b-3 under the Exchange Act, or any rule that supersedes or replaces it, as
amended from time to time.

     

    (v) “Stock Appreciation Right” --
means any rights granted pursuant to an Award described in Section
6(b)(i).

     

    (w) “Stock Award” -- means Awards
granted in Section 6(b)(ii).

     

    (x) “Stock Equivalent Unit” --
means an Award that is valued by reference to the value of Common
Shares.

     

    (y) “Stock Option” -- means an
option to purchase Common Shares as described in Section 6(b)(iii).

     

    
      	
              3.  

            	
              Eligibility

            


    

     

    All
Directors and employees of the Company and its Affiliates are eligible for the
grant of Awards.  The selection of any such persons to receive Awards
will be within the discretion of the Committee.  More than one Award
may be granted to the same person.

     

    Notwithstanding
the foregoing, any individual who renounces in writing any right that he or she
may have to receive Awards under the Plan shall not be eligible to receive any
Awards hereunder.

     

    
      	
              4.  

            	
              Common
      Shares Available for Awards;
Adjustment

            


    

     

    (a) Number of Common
Shares.  The aggregate number of Common Shares that may be
subject to Awards, including specifically Incentive Stock Options, granted under
this Plan during the term of this Plan will be equal to Six Million Eight
Hundred Thousand (6,800,000) Common Shares, subject to any adjustments made in
accordance with the terms of this Section 4.

     

    The
assumption of obligations in respect of awards granted by an organization
acquired by the Company, or the grant of Awards under this Plan in substitution
for any such awards, will not reduce the number of Common Shares available in
any fiscal year for the grant of Awards under this Plan.

     

    Common
Shares subject to an Award that is forfeited, terminated, or canceled without
having been exercised (other than Common Shares subject to a Stock Option that
is canceled upon the exercise of a related Stock Appreciation Right) will again
be available for grant under this Plan, without reducing the number of Common
Shares available in any fiscal year for grants of Awards under this Plan, except
to the extent that the availability of those Common Shares would cause this Plan
or any Awards granted under this Plan to fail to qualify for the exemption
provided by Rule 16b-3.  Common Shares that are used to pay all or any
part of the exercise price or taxes associated with an Award, whether by the
transfer of Common Shares or the surrender of all or part of an Award (including
the Award being exercised), may not be available for grant under this Plan
without reducing the number of Common Shares available for grants of Awards
hereunder.

     

    (b) No Fractional Common
Shares.  No fractional Common Shares will be issued, and the
Committee will determine the manner in which the value of fractional Common
Shares will be treated.

     

    (c) Adjustment.  In the
event of any change in the Common Shares by reason of a merger, consolidation,
reorganization, recapitalization, or similar transaction, including any
transaction described under Section 424(a) of the Code, or in the event of a
stock dividend, stock split, reverse stock split, or distribution to
shareholders (other than normal cash dividends), the Committee will have
authority to adjust, in any manner that it deems equitable, the number and class
of Common Shares that may be issued under this Plan, the number and class of
Common Shares subject to outstanding Awards, the per share exercise price
applicable to outstanding Awards, and the Fair Market Value of the Common Shares
and other value determinations applicable to outstanding Awards (i.e., Stock
Equivalent Units, for example), including as may be allowed or required under
Section 424(a) of the Code.

     

    
      	
              5.  

            	
              Administration

            


    

     

    (a) Committee.  This
Plan will be administered by the Committee; provided, however, that the Board of
Directors may, in its discretion, at any time and from time to time, administer
the Plan in which case the term “Committee” shall be deemed to be the Board of
Directors.  The Committee will, subject to the terms of this Plan,
have the authority to: (i) select the eligible employees who will receive
Awards, (ii) grant Awards, (iii) determine the number and types of Awards to be
granted to eligible employees, (iv) determine the terms, conditions, vesting
periods, and restrictions applicable to Awards, including timing, price, and, if
applicable, Performance Objectives, subject to, and consistent with, the
provisions of the Plan, (v) adopt, alter, and repeal administrative rules and
practices governing this Plan, (vi) interpret the terms and provisions of this
Plan and any Awards granted under this Plan, including, where applicable,
determining the method of valuing any Award and certifying as to the
satisfaction of such Awards, (vii) prescribe the forms of any Notices of Award,
Award Agreements, or other instruments relating to Awards, (viii) supervise the
administration of this Plan, and (ix) make all other determinations and take all
other actions as the Committee deems necessary for the administration and
operation of the Plan.  The Committee may employ attorneys,
consultants, accountants, or other professional advisors to assist it in the
administration of the Plan.

     

    (b) Delegation.  The
Committee may delegate any of its authority to any other person or persons that
it deems appropriate.

     

    (c) Decisions
Final.  All decisions by the Committee, and by any other Person
or Persons to whom the Committee has delegated authority, to the extent
permitted by law, will be final and binding on all Persons.

     

    (d) No
Liability.  Neither the Committee nor any of its members shall
be liable for any act taken by the Committee pursuant to the Plan.  No
member of the Committee shall be liable for the act of any other
member.

     

    
      	
              6.  

            	
              Awards

            


    

     

    (a) Grant of
Awards.  The Committee will determine the type or types of
Awards to be granted to each Participant and will set forth in the related
Notice of Award or Award Agreement the terms, conditions, vesting periods, and
restrictions applicable to each Award.  Awards may be granted singly
or in combination or tandem with other Awards.  Awards may also be
granted in replacement of, or in substitution for, other awards granted by the
Company, whether or not granted under this Plan; provided, however, that if a
Participant pays all or part of the exercise price or taxes associated with an
Award by the transfer of Common Shares or the surrender of all or part of an
Award (including the Award being exercised), the Committee may not grant a new
Award to replace the Common Shares that were transferred or the Award that was
surrendered.  The Company may assume obligations in respect of awards
granted by any Person acquired by the Company or may grant Awards in replacement
of, or in substitution for, any such awards.  In no event shall any
Stock Option or Stock Appreciation Right be granted to a Participant in exchange
for the Participant’s agreement to permit the cancellation of one or more Stock
Options or Stock Appreciation Rights previously granted to such Participant if
the exercise price of the new grant is lower than the exercise price of the
cancelled grant.  Moreover, in no event shall a previously granted
Stock Option or Stock Appreciation Right be amended to reduce the exercise
price, except in accordance with an adjustment pursuant to Section
4(c).

     

    (b) Types of
Awards.  Awards may include, but are not limited to, the
following:

    


    (i) Stock Appreciation Right --
means a right to receive a payment, in cash or Common Shares, equal to the
excess of (A) the Fair Market Value, or other specified valuation, of a
specified number of Common Shares on the date the right is exercised over (B)
the Fair Market Value, or other specified valuation, of such Common Shares on
the date the right is granted, all as determined by the
Committee.  The right may be conditioned upon the occurrence of
certain events, such as a Change in Control of the Company, or may be
unconditional, as determined by the Committee. The term of each Stock
Appreciation Right shall be fixed by the Committee, but in no event shall the
term exceed ten years after the date such Stock Appreciation Right is
granted.

     

    (ii) Stock Award -- means an Award
that is made in Common Shares, Restricted Stock, or Stock Equivalent Units or
that is otherwise based on, or valued in whole or in part by reference to, the
Common Shares, but does not include Stock Options.  All or part of any
Stock Award may be subject to conditions (including, but not limited to, the
passage of time or the achievement of Performance Objectives), restrictions,
and  risks of forfeiture, as and to the extent established by the
Committee.  Stock Awards may be based on the Fair Market Value of the
Common Shares, or on other specified values or methods of valuation, as
determined by the Committee.

     

    (iii) Stock Option -- means a right
to purchase a specified number of Common Shares, during a specified period, and
at a specified exercise price, all as determined by the Committee.  A
Stock Option may be an Incentive Stock Option or a Stock Option that does not
qualify as an Incentive Stock Option.  The term of each Stock Option
shall be fixed by the Committee, but in no event shall the term exceed ten years
after the date such Stock Option is granted.  In addition to the
terms, conditions, vesting periods, and restrictions established by the
Committee, Incentive Stock Options must comply with the requirements of Section
422 of the Code and regulations promulgated thereunder, including, but not
limited to, the requirements that Incentive Stock  Options (A) may not
be granted to non-employee Directors, and (B) the aggregate Fair Market Value of
the Common Shares that first becomes exercisable in any calendar year shall not
exceed $100,000 (measured as of the effective grant date of the
Award).  The exercise price of a Stock Option may not be less than
100% of the Fair Market Value on the date the Stock Option is granted; provided,
however, up to 200,000 Common Shares for which Stock Options that do not qualify
as Incentive Stock Options may be granted may have an exercise price of not less
than 75% of the Fair Market Value on the date such Stock Option is granted,
subject to adjustment in accordance with Section 4(c) hereof.

     

    (c) Limits on Awards under the
Plan.  The maximum aggregate number of Common Shares that may
be granted during the term of this Plan pursuant to all Awards, other than Stock
Options, is 1,300,000 Common Shares, subject to adjustment in accordance with
Section 4(c) hereof.

     

    (d) Limits on Individual
Awards.  The maximum aggregate number of Common Shares for
which Stock Options may be granted to any particular employee during any
calendar year during the term of this Plan is 400,000 Common Shares, subject to
adjustment in accordance with Section 4(c) hereof.  The maximum
aggregate number of Common Shares for each of (i) Stock Appreciation Rights and
(ii) other Stock Awards which may be granted to any particular employee during
any calendar year during the term of this Plan is 50,000 Common Shares (or
100,000 Common Shares in the aggregate), subject to adjustment in accordance
with Section 4(c) hereof.

     

    
      	
              7.  

            	
              Deferral
      of Payment

            


    

     

    With the
approval of the Committee, the delivery of the Common Shares, cash, or any
combination thereof subject to an Award, or the Award itself, may be deferred,
either in the form of installments or a single future delivery, so long as the
deferral is in compliance with Section 409A of the Internal Revenue Code
(“Section 409A”).  The Committee also may permit selected Participants
to defer the receipt of some or all of their Awards, as well as other
compensation, in accordance with procedures established by the Committee,
including to assure that the recognition of taxable income is deferred under the
Code, so long as the deferral is Section 409A compliant.  Deferred
amounts may, to the extent permitted by the Committee, be credited as cash or
Stock Equivalent Units.  The Committee also may establish rules and
procedures for the crediting of interest on deferred cash payments and dividend
equivalents on Stock Equivalent Units.

     

    
      	
              8.  

            	
              Payment
      of Exercise Price

            


    

     

    The
exercise price of a Stock Option (other than an Incentive Stock Option) and any
Stock Award for which the Committee has established an exercise price may be
paid in cash, by the transfer of Common Shares, by the surrender of all or part
of an Award (including the Award being exercised), or by a combination of these
methods, as and to the extent permitted by the Committee.  The
exercise price of an Incentive Stock Option may be paid in cash, by the transfer
of Common Shares, or by a combination of these methods, as and to the extent
permitted by the Committee but may not be paid by the surrender of all or part
of an Award.  The Committee may prescribe any other method of paying
the exercise price that it determines to be consistent with applicable law and
the purpose of this Plan.

     

    In the
event Common Shares that are Restricted Stock are used to pay the exercise price
of a Stock Award to the extent provided by the Committee, then that number of
the Common Shares issued upon the exercise of the Award equal to the number of
Common Shares that are Restricted Stock that have been used to pay the exercise
price will be subject to the same restrictions as the Restricted
Stock.

     

    
      	
              9.  

            	
              Taxes
      Associated with Award

            


    

     

    Prior to
the payment of an Award or upon the exercise or release thereof, the Company may
withhold, or require a Participant to remit to the Company, an amount sufficient
to pay any Federal, state, and local taxes associated with the
Award.  The Committee may, in its discretion and subject to such rules
as the Committee may adopt, permit a Participant to pay any or all taxes
associated with the Award (other than an Incentive Stock Option) in cash, by the
transfer of Common Shares, by the surrender of all or part of an Award
(including the Award being exercised), or by a combination of these
methods.  The Committee may permit a Participant to pay any or all
taxes associated with an Incentive Stock Option in cash, by the transfer of
Common Shares, or by a combination of these methods or by any other method which
does not disqualify the option as an Incentive Stock Option under applicable
provisions of the Code.  If Common Shares are used to satisfy
withholding tax obligations, such Common Shares shall be valued based on the
Fair Market Value thereof as of the date when the withholding for taxes is
required to be made.  Notwithstanding the foregoing, except as
otherwise provided by the Committee or in the terms of the Award, the Company
shall have the right to require a Participant to pay cash to satisfy withholding
taxes as a condition to the payment of any Award (whether in cash or Common
Shares) under the Plan.

     

    
      	
              10.  

            	
              Termination
      of Employment

            


    

     

    If the
employment of a Participant terminates for any reason, all unexercised,
deferred, and unpaid Awards may be exercisable or paid only in accordance with
rules established by the Committee or as specified in the particular Award
Agreement or Notice of Award.  Such rules may provide, as the
Committee deems appropriate, for the expiration, continuation, or acceleration
of the vesting of all or part of the Awards, provided that any such rules shall
comply with Section 422 of the Code to the extent such Award is intended to
qualify as an Incentive Stock Option.

     

    
      	
              11.  

            	
              Termination
      of Awards Under Certain Conditions

            


    

     

    The
Committee may cancel any unexpired, unpaid, or deferred Awards at any time if
the Participant is not in compliance with all applicable provisions of this Plan
or with any Notice of Award or Award Agreement.  Further, if the
Participant, without the prior written consent of the Company, engages in any of
the following activities:

     

    (i) Within
eighteen (18) months after the date a Participant terminates his or her
employment with the Company or its Affiliates for any reason, the Participant
then accepts employment with any competitor of the Company, or otherwise renders
services for an organization, or engages in a business, that is, in the judgment
of the Committee, in competition with the Company, or

     

    (ii) Discloses
to anyone outside of the Company, or uses for any purpose other than the
Company’s business any confidential information or material relating to the
Company, whether acquired by the Participant during or after employment with the
Company, in a fashion or with a result that the Committee, in its judgment,
deems is or may be injurious to the best interests of the Company;

     

    then the Committee
may, in its discretion, at any time thereafter, cancel any unexpired, unpaid or
deferred Awards or may require the Participant to return the economic value of
any Award that the Participant realized or obtained (as of the date of exercise,
vesting or payment) during the time period commencing six months prior to such
Participant’s termination date and ending after the date when all of the
Committee members discover that the Participant engaged in any activities
referred to in clauses (i) and (ii) above.

     

    The
Committee may, in its discretion and as a condition to the exercise of an Award,
require a Participant to acknowledge in writing that he or she is in compliance
with all applicable provisions of this Plan and of any Notice of Award or Award
Agreement and has not engaged in any activities referred to in clauses (i) and
(ii) above.

     

    
      	
              12.  

            	
              Change
      of Control

            


    

     

    In the
event of a Change of Control of the Company, unless and only then to the extent
otherwise determined by the Board of Directors or as otherwise prescribed in an
Award Agreement, (i) all Stock Appreciation Rights and Stock Options then
outstanding will become fully exercisable immediately prior to the date of the
Change of Control, and (ii) all restrictions and conditions applicable to
Restricted Stock and other Stock Awards will be deemed to have been satisfied
immediately prior to the date of the Change of Control.  Any such
determination by the Board of Directors that is made after the occurrence of a
Change of Control will not be effective unless a majority of the Directors then
in office are Continuing Directors and the determination is approved by a
majority of the Continuing Directors.

    
       

      
        	
                13.  

              	
                Amendment,
      Suspension, or Termination of this Plan; Amendment of Outstanding
      Awards

              


      

       

    

    (a) Amendment, Suspension, or
Termination of this Plan.  The Board of Directors may amend,
suspend, or terminate this Plan at any time and from time to time in such
respects as the Board of Directors may deem necessary or appropriate; provided,
however, that in no event, without the approval of the Company’s shareholders,
shall any action of the Committee or the Board of Directors result in
increasing, except as provided in Section 4(c) hereof, the maximum number of
Common Shares that may be subject to Awards granted under the Plan.

     

    (b) Amendment of Outstanding
Awards.  The Committee may, in its discretion, amend the terms
of any Award, prospectively or retroactively, but no such amendment may impair
the rights of any Participant without his or her consent, or reduce the exercise
price of any Stock Option or Stock Appreciation Right, except in accordance with
an adjustment pursuant to Section 4(c).  The Committee may, in whole
or in part, waive any restrictions or conditions applicable to, or accelerate
the vesting of, any Award.

     

    
      	
              14.  

            	
              Awards
      to Foreign Nationals and Employees Outside the United
    States

            


    

     

    To the
extent that the Committee deems appropriate to comply with foreign law or
practice and to further the purpose of this Plan, the Committee may, without
amending this Plan, (i) establish special rules applicable to Awards granted to
Participants who are foreign nationals, are employed outside the United States,
or both, including rules that differ from those established under this Plan, and
(ii) grant Awards to such Participants in accordance with those
rules.

     

    
      	
              15.  

            	
              Miscellaneous
      Terms

            


    

     

    (a) Nonassignability.  Unless
and except to the extent otherwise determined by the Committee (which may be
contained in the applicable Award Agreement or Notice of Award), (i) no Award
granted under the Plan may be transferred or assigned by the Participant to whom
it is granted other than by will or pursuant to the laws of descent and
distribution, and (ii) an Award granted under this Plan may be exercised, during
the Participant’s lifetime, only by the Participant or guardian or other legal
representative.

     

    (b) No Rights as
Employees/Shareholders.  Nothing in the Plan or in any Award
Agreement or Notice of Award shall confer upon any Participant any right to
continue in the employ of the Company or an  Affiliate, or to serve as
a member of the Board of Directors or to be entitled to receive any remuneration
or benefits not set forth in the Plan or such Award Agreement or Notice of
Award, or to interfere with or limit either the right of the Company or an
Affiliate to terminate the employment of such Participant at any time or the
right of the shareholders of the Company to remove him or her as a member of the
Board of Directors with or without cause.  Nothing contained in the
Plan or in any Award Agreement or Notice of Award shall be construed as
entitling any Participant to any rights of a shareholder as a result of the
grant of an Award until such time as Common  Shares are actually
issued to such Participant pursuant to the exercise of a Stock Option, Stock
Appreciation Right or other Stock Award.

     

    (c) Unfunded Plan.  The
Plan shall be unfunded and the Company shall not be required to segregate any
assets that may at any time be represented by Awards under the
Plan.  Any liability of the Company to any person with respect to any
Award under the Plan shall be based solely upon any contractual obligations that
may be effected pursuant to the Plan.  No such obligation of the
Company shall be deemed to be secured by any pledge of, or other encumbrance on,
any property of the Company.

     

    (d) Other Company Benefit and
Compensation Programs.  Payments and other benefits received by
a Participant under an Award made pursuant to the Plan shall not be deemed a
part of a Participant’s regular, recurring compensation for purposes of any
termination indemnity or severance pay law of any country and shall not be
included in, nor have any effect on, the determination of benefits under any
pension or other employee benefit plan or similar arrangement provided by the
Company or any Affiliate, unless (i) expressly so provided by such other plan or
arrangement or (ii) the Committee expressly determines that an Award or a
portion thereof should be included as recurring compensation.  Nothing
contained in the Plan shall prohibit the Company or any Affiliate from
establishing other special awards, incentive compensation plans, compensation
programs and other similar arrangements providing for the payment of
performance, incentive or other compensation to employees.  Payments
and benefits provided to any employee under any other plan shall be governed
solely by the terms of such other plan.

     

    (e) Securities Law
Restrictions.  In no event shall the Company be obligated to
issue or deliver any Common Shares or other Awards if such issuance or delivery
shall constitute a violation of any provisions of any law or regulation of any
governmental authority or securities exchange.  No Common Shares or
other Awards shall be issued under the Plan unless counsel for the Company shall
be satisfied that such issuance will be in compliance with all applicable
Federal and state securities laws and regulations and all requirements of any
securities exchange on which the Common Shares are listed.

     

    (f) Invalidity.  In the
event any provision of the Plan shall be held to be invalid or unenforceable for
any reason, such invalidity or unenforceability shall not affect the remaining
provisions of the Plan.

     

    (g) Successors.  All
obligations of the Company with respect to Awards granted under the Plan are
binding on any successor to the Company, whether as a result of a direct or
indirect purchase, merger, consolidation or otherwise of all or substantially
all of the business and/or assets of the Company.

     

    (h) Governing Law.  The
interpretation, validity, and enforcement of this Plan will, to the extent not
otherwise governed by the Code or the securities laws of the United States, be
governed by the laws of the State of Ohio.

     

    
      	
              16.  

            	
              Effective
      and Termination Dates

            


    

     

    (a) Effective
Date.  This Plan will be effective on May 21, 2003, upon
approval by the shareholders of the Company at the 2003 annual meeting of
shareholders.

     

    (b) Termination
Date.  This Plan will continue in effect until midnight on May
20, 2013; provided, however, that Awards granted on or before that date may
extend beyond that date and restrictions and other terms and conditions imposed
on Restricted Stock or any other Award granted on or before that date may extend
beyond such date.