Exhibit 10.1

EXECUTION COPY

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is made as of January 21, 2015 between Invacare Corporation (the “ Company ”) and Matthew E. Monaghan (“ Executive ”).

WHEREAS, the Board of Directors of the Company desires to hire Executive to serve in the position of President and Chief Executive Officer, and Executive desires to accept said appointment, effective as of April 1, 2015 (the “ Effective Date ”), on the terms herein provided; and

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows:

1.     Definitions .

For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.

“ Affiliate(s) ” — means any Person which, directly or indirectly controls, is controlled by, or is under common control with, any referenced Person.

“ Agreement ” — means this Employment Agreement, including any Exhibits hereto, as amended from time to time.

“ Annual Performance Bonus ” — as described in Section 3.2.

“ Board ” — means the Board of Directors of the Company.

“ Cause ” — means the occurrence of any of the following events during the Employment Period:

(i) Executive shall have been convicted of a felony;

(ii) Executive commits an act or series of acts of dishonesty in the course of Executive’s employment which are materially inimical to the best interests of the Company, as determined by the vote of the Board (exclusive of the Executive, if the Executive is a Director of the Company);

(iii) any federal or state regulatory agency with jurisdiction over the Company has issued a final order, with no further right of appeal, that has the effect of suspending, removing, or barring Executive from continuing his service as an officer or Director of the Company;

(iv) after being notified in writing by the Board to cease any particular Competitive Activity, Executive shall intentionally continue to engage in such Competitive Activity while Executive remains in the employ of the Company; or

(v) Executive shall fail to devote his full business time to the business of the Company (excluding for these purposes any services performed for any charitable organizations, or organizations where he is participating as the Company’s representative), which failure continues after 30 days following the Company’s notice to Executive specifying such failure, during which time he will have the right to cure.

“ Compensation Committee ” — means the Compensation & Management Development Committee of the Board.

“ Competitive Activity ” — means directly or indirectly, Executive’s rendering of services or acting as an officer, director, partner, agent, consultant or employee of, or otherwise assisting any Competitor (excluding ownership of less than five percent (5%) of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market), whether on his own behalf or on behalf of any other Person anywhere in the world in which the Company conducts business activity.

“ Competitive Product ” — means a product which is similar to or competitive with a product manufactured and/or sold by the Company, or with respect to which the Company has conducted research, during the three (3) years immediately preceding cessation of Executive’s employment.

“ Competitor ” — means any Person, and/or an Affiliate thereof, engaged in or about to become engaged in research on, or the production and/or sale or distribution of any Competitive Product.

“ Disability ” — means any physical or mental impairment because of which: (a) Executive is entitled to (i) disability retirement benefits under the federal Social Security Act or (ii) recover benefits under any long-term disability plan maintained by the Company or Executive; (b)  Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or is continuous for a period of not less than 180 days; or (c) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering executives of the Company.

“ Company ” — means Invacare Corporation, an Ohio corporation, and its successors and assigns.

“ Employment Period ” — means the period of time during which Executive is employed under this Agreement.

“ Good Reason ” - means the occurrence of any of the following events during the Employment Period that remain uncured by the Company following 30 days advance written notice thereof by Executive (which written notice is provided by Executive within 30 days of the occurrence of the event); unless Executive grants his prior written consent: (a) Executive’s principal place of employment is relocated more than 75 miles from One Invacare Way, Elyria, Ohio so as to be further from his personal residence; (b) any material

reduction of Executive’s Base Salary below the annualized amount of $750,000.00   ; (c) Executive’s opportunity for cash incentive compensation as an officer or employee of the Company is reduced to a level below 85% of his Base Salary; notwithstanding the foregoing, no reduction in Salary or reduction in opportunity for incentive compensation shall constitute “Good Reason” under this Agreement if other executive officers of the Company receive proportionate reductions in salary or opportunity for cash incentive compensation as Executive, or (d) Executive ceases to hold the positions of President and Chief Executive Officer of the Company.

“ Person ” — means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, or governmental body.

2.     Employment Term and Duties .

2.1     Employment . The Company hereby employs Executive, effective as of the Effective Date, and Executive accepts employment by the Company, effective as of the Effective Date, upon the terms and conditions set forth in this Agreement.

2.2     Term . The term of this Agreement shall begin on the Effective Date and continue until the earlier of (i) the date this Agreement is terminated in accordance with the provisions of Section 5 hereof or (ii) the fifth (5th) anniversary of the Effective Date.

2.3     Duties .

(a)    Effective as of the Effective Date, during the Employment Period Executive will serve as the President and Chief Executive Officer of the Company, with duties and responsibilities associated with and related to such position and as otherwise requested by the Board.

(b)    Commencing on the Effective Date, Executive will (a) devote Executive’s full business time, effort, energy and skill (vacations and reasonable absences due to illness excepted) as is necessary to fulfill the duties of his position and those assigned by the Board; (b) use his best efforts to promote the success of the business, and (c) cooperate fully with the requests of the Board in the advancement of the best interests of the Company and its Affiliates. During the Employment Period, Executive shall not be engaged in or provide services to any other business or Person (whether engaged for profit or not), which interferes with Executive’s obligations under this Agreement.

3.     Compensation .

3.1     Basic Compensation .

(a)     Base Salary . The Company shall pay to Executive an annualized salary at a rate of Seven Hundred Fifty Thousand Dollars ($750,000.00) per year (the “ Base Salary ”), payable in equal periodic installments in accordance with the Company’s customary payroll practices. Any adjustment in the Base Salary shall be made by, and at the sole discretion and approval of, the Compensation Committee, and, as adjusted, shall become Executive’s new “Base Salary” hereunder for the remainder of the Employment

Period (unless and until further adjusted); provided that the Company may not decrease the rate of the Base Salary unless such decrease is commensurate with salary decreases for all executive officers of the Company.

(b)     Benefits . Executive will, during the Employment Period, be entitled to participate in the Invacare Retirement Savings Plan, the Invacare Corporation Deferred Compensation Plus Plan, the Executive Life Insurance Plan and the Executive Health Management Program. In addition, Executive also will be entitled to participate in such other health and welfare benefit plans as in effect and made available to its salaried employees generally if, and to the extent that, Executive is eligible under the terms of such other plans. Any benefits granted to or received by Executive hereunder shall be subject to such local, state or federal tax reporting requirements as may be in effect at any time during the Employment Period.

3.2     Annual Performance Bonus . If and to the extent that the Company provides its executive officers with the opportunity to earn a cash bonus under the Company’s Key Management Incentive Plan during the Employment Period, Executive shall be a participant in such plan and be eligible to earn a bonus based upon the satisfaction by the Company and/or Executive of certain metrics relating to quantitative and qualitative goals as determined by the Compensation Committee in its sole discretion, and subject in all respects to the terms and conditions of such plan. For the 2015 bonus year, Executive’s initial annual target bonus opportunity will be 100% of the Base Salary, which bonus, if earned, will be prorated for the period during which Executive is employed during the 2015 calendar year, commencing with the Effective Date. Beginning in the 2016 bonus year and for each year thereafter, if bonus opportunities are granted under the Key Management Incentive Plan, the Compensation Committee will set Executive’s annual bonus target at an amount that is commensurate with Executive’s position, and relative to the Company’s other executive officers, and the Compensation Committee’s philosophy and objectives for the Company’s executive compensation practices.

3.3     Long Term Incentive Plan .     During the Employment Period, if and to the extent that the Company grants its executive officers equity or equity-based awards under the Company’s Long-Term Incentive Plan (LTIP), Executive shall be eligible to receive awards under such LTIP. Executive will receive an initial annual grant of restricted shares in 2015 with a targeted value (based on the closing price of Company shares on the Effective Date) of 2.5 times the Base Salary, prorated for the period during which Executive is employed during the 2015 calendar year (the “ Initial Award ”). Thus, based on an April 1, 2015 start date, the targeted value of such grant will aggregate to $1,406,250 (2.5 times $750,000 = $1,875,000 x .75 = $1,406,250). The Initial Award will be evidenced by an award agreement and subject to the terms and conditions provided therein. Seventy percent (70%) of the Initial Award will consist of performance-based restricted shares, which will vest upon the achievement of predetermined business and financial goals established by the Compensation Committee. The remaining thirty percent (30%) of the Initial Award will be service-based restricted shares, which will vest 100% at the end of a three-year period. To further describe the Initial Award for 2015, the Company will make a 2015 grant of (i) service-based restricted shares with a value of $421,875 (30% of $1,406,250) as of the date of grant, which will vest 100% on May 15, 2018; and (ii) performance-based restricted shares with a targeted value of $984,375 (70% of $1,406,250), which will vest based on the achievement of predetermined business and financial goals over the three (3) year

period of January 1, 2015 through December 31, 2017. Actual award payouts can range from 0% to 150% of target value based on performance. Performance metrics and goals for the Initial Award will be determined by the Compensation Committee (after consultation with Executive) covering some or all of the period of 2015 through 2017.

Beginning in 2016 and for each year thereafter, if awards are granted under the LTIP, the targeted amount of Executive’s LTIP awards, as well as the type of awards and the mix of performance-based and service-based awards will be commensurate with Executive’s position, and relative to the Company’s other executive officers, and the Compensation Committee’s philosophy and objectives for the Company’s executive compensation practices. Any awards granted under the LTIP will be earned and paid or settled in accordance with the terms and conditions of the Company’s 2013 Equity Compensation Plan (or any similar equity compensation plan) and any applicable award agreement.

3.4      Inducement Award . So long as this Agreement is fully executed on or before January 22, 2015, and Executive commences employment with the Company on April 1, 2015, then Executive shall be eligible to receive a one-time grant of restricted shares as of the Effective Date, under the Company’s 2013 Equity Compensation Plan (the “ Inducement Award ”). The Inducement Award shall be for a number of restricted shares with an aggregate fair market value of $1,000,000 (to be approved by the Compensation Committee), with a value based on the closing price on the grant date. The Inducement Award shall be evidenced by an award agreement and shall be subject to the terms and conditions provided therein. Generally, all restrictions with respect to the restricted shares covered under the Inducement Award will lapse ratably in equal one-third increments on each of May 15, 2016, May 15, 2017 and May 15, 2018.

3.5     Relocation Expenses .    Executive shall be eligible for reimbursement for the costs associated with relocating his residence to the Northeast Ohio area under the Company’s relocation policy (a copy of which having been provided to Executive and his counsel); provided that the Company shall make the following modifications to its relocation policy for Executive: (i) the Company shall provide Executive with furnished temporary executive housing (including rent, utilities, parking and other reasonable and customary incidental expenses) in a one-bedroom apartment in the Cleveland area until the earliest of (A) nine (9) months after the Effective Date or (B) the date on which Executive acquires a residence in Ohio; (ii) Executive shall be entitled to market his current home in Ft. Wayne during the three (3) month period following the Effective Date, but if the house is not subject to a contract to be sold at the end of such three (3) month period, then the Company will market such house in accordance its relocation policy and, if the house fails to sell during the next twelve (12) month period (fifteen (15) months after the Effective Date), the Company will purchase the home from Executive at the then-currently appraised value mutually agreed to by the Company and Executive, (iii) the Company will pay all reasonable and customary closing costs (as listed in the relocation policy) in connection with the sale of the Ft. Wayne house and the purchase of a house in Northern Ohio, and (iv) in the event of Executive’s involuntary termination without Cause or voluntary termination for Good Reason, Executive shall not be obligated to reimburse relocation expenses. Any payments to or on behalf of Executive by the Company pursuant to this Section 3.5 shall be made as soon as reasonably practicable, but in any event by the end of the calendar year in which the obligation arises or the cost is incurred.

3.6     Reimbursement of Legal Fees . The Company shall pay reasonable legal fees incurred by Executive in connection with the negotiation of this Agreement up to $25,000; provided that any such payment shall be made no later than March 15, 2016.

3.7     Business Expenses . Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business and travel expenses incurred by Executive in connection with the performance of Executive's duties hereunder in accordance with the Company's expense reimbursement policies and procedures. Without limiting the foregoing, during the Employment Period, if Executive believes that it would be more efficient to use his personal airplane for specific and limited travel conducting Company business, and the Company concurs as to the appropriateness and practicalities of such travel, then Executive shall be entitled to use his personal airplane for such travel, subject to the following conditions: (i) Executive shall not fly with any other Company employee, consultant, director, customer, supplier or other person affiliated in any way with the Company or its affiliates; (ii) the Company will have in force applicable insurance coverage in amounts and scope that it deems sufficient and appropriate; and (iii) Executive otherwise complies with the Company's air travel policies as in effect at the time. In the event that Executive uses his airplane for such purposes in compliance with the foregoing conditions, then he shall be entitled to reimbursement by the Company for such travel on Company business at the rate of the lesser of (A) his actual out-of-pocket costs for such flight; or (B) one refundable business class ticket for a commercial flight to the applicable destination (or the nearest applicable commercial airport).

4.     Vacations and Holidays . Executive will be entitled to paid vacation each calendar year during the Employment Period in an amount of up to five (5) weeks, consistent with existing practices for other executive officers as of the date hereof. Such vacation shall be taken in accordance with the vacation policies of the Company in effect for its executive officers from time to time. Executive also will be entitled to the paid holidays as set forth in the Company’s policies.

5.     Termination .

5.1     Events of Termination .

(a)     Death; Disability . In the event of Executive’s death or Disability, his employment with the Company shall be deemed terminated as of the end of the month in which such death occurs or such Disability is determined to have occurred.

(b)     By The Company for Cause . Executive’s employment with the Company may be terminated immediately at the option of and by written notice from the Company if the Board in good faith determines that Executive has acted (or has refrained from acting) in such a manner that a termination of employment for Cause exists.

(c)     By The Company without Cause . The Company also may terminate Executive’s employment at any time upon not less than thirty (30) days advance written notice without Cause. The Company may accelerate the effective date of such termination if, in lieu of such notice, and in addition to the payments required by Section 5.2(c) below, the Company continues to pay Salary to Executive for a

number of days equal to the number of days by which the Company accelerated the effective date of Executive’s termination.

(d)     By Executive without Good Reason . Executive may terminate his employment with the Company at any time without Good Reason upon not less than thirty (30) days advance written notice to the Company; provided , however , that after the receipt of such notice, the Company may, in its discretion, accelerate the effective date of such termination at any time by written notice to Executive.

(e)     By Executive with Good Reason . Executive may terminate his employment with the Company with Good Reason, upon not less than thirty (30) days advance written notice to the Company, which notice shall specify, in reasonable detail, Executive’s basis for alleging Good Reason; provided , however , that after the receipt of such notice, the Company may, in its discretion accelerate the effective date of such termination at any time by written notice to Executive so long as the Company continues to pay Salary to Executive for a number of days equal to the number of days by which the Company accelerated the effective date of Executive’s termination.

5.2     Termination Pay . Effective upon the termination of the Employment Period, the Company will be obligated to pay Executive (or, in the event of his death, his designated beneficiary) only such compensation as is provided in this Section 5.2, or as otherwise provided under any Company plans or programs. Executive will not receive, as part of his termination pay pursuant to this Section 5.2, any payment or other compensation for any vacation, holiday, sick leave, or other leave unused on the date the notice of termination is given under this Agreement. For purposes of this Section 5.2, Executive’s designated beneficiary will be such individual beneficiary or trust, located at such address, as Executive may designate by notice to the Company from time to time or, if Executive fails to give notice to the Company of such a beneficiary, Executive’s estate.

(a)     Termination by Death or Disability . If the Employment Period is terminated because of Executive’s death or as a result of Executive’s Disability, as determined under Section 10.1, the Company will, in accordance with normal payroll practice, pay to Executive or to Executive’s designated beneficiary, Executive’s Salary through the end of the month in which such death or Disability occurs. In addition to the foregoing, if Executive’s employment is terminated because of Executive’s death or Disability, the Company will pay to Executive or to Executive’s designated beneficiary, on a pro rata basis to the date of death or Disability, such bonus, if any, to which Executive would have been entitled if his employment had not terminated prior to the end of such fiscal year, all in accordance with the Company’s normal practices and following the Company’s determination of such pro rata bonus amount.

(b)     Termination by The Company Without Cause or by Executive for Good Reason . If the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason and, in either case, Executive executes and delivers a release of claims substantially in the form attached as Exhibit A (the “ Release ”) hereto and such Release becomes effective and irrevocable within sixty (60) days following the date of Executive’s termination of employment (such sixty (60) -day period, the “ Release Signing Period ”), Executive shall be entitled to the following:

            

(i)     the Company will continue to pay to Executive his Base Salary, in accordance with normal payroll practice, for a period of twenty-four (24) months following the effective date of the termination of his employment, which payments shall commence on the first payroll date following the date on which the Release becomes effective and irrevocable; provided that, if the Release Signing Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided, further, that, the first payment shall include all amounts that would otherwise have been paid to Executive during the period beginning on the date of Executive’s termination of employment and ending on the first payment date if no delay had been imposed;

(ii)     Executive shall be entitled to a pro-rated payment under the Company’s Key Management Incentive Plan (or any similar annual bonus plan) in an amount equal to (x) the target amount of Executive’s annual bonus for the year in which the termination occurs, multiplied by (y) a quotient in which the numerator is the number of days during the applicable plan year in which Executive was employed with the Company and the denominator is 365. Any amount payable to Executive under the Key Management Incentive Plan (or any similar bonus plan) pursuant to this Section 5.2(b)(ii) will be paid at the same time payments are generally made to other participants in the plan, subject to Section 7.12, or, if later, on the first payroll date following the date on which the Release becomes effective and irrevocable; and

(iii)     if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (" COBRA "), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to Executive on the first payroll date of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earliest of: (A) the twelve (12) -month anniversary of the date of his termination of employment; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive becomes eligible to receive health insurance coverage from another employer. Notwithstanding the foregoing, if the Company's payments under this Section 5.2(b)(iii) would violate the nondiscrimination rules applicable to non-grandfathered plans, or result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (" PPACA "), the parties agree to reform this Section 5.2(b)(iii) in a manner as is necessary to comply with PPACA.

(c)     Termination by Executive Without Good Reason . If Executive terminates his employment for any reason other than Good Reason, the Company shall continue to pay to Executive his Base Salary, in accordance with normal payroll practice, for the shorter of: (i) thirty (30) days, or (ii) the notice period provided by Executive with respect to his termination.

6.     Restrictive Covenants . Executive expressly agrees to execute, either contemporaneously with the Effective Date or within 48 hours thereafter, the current version of the Technical Information and Non-Competition Agreement between the Company and Executive (the “Technical Information and Non-Competition Agreement”), and further acknowledges and agrees that said covenants and obligations of the Technical Information and Non-Competition Agreement survive Executive’s execution of this Agreement;

provided, however, that in the event of any conflict between the terms of the Technical Information and Non-Competition Agreement (including the references therein to “at will” employment) and this Agreement, the terms of this Agreement shall supersede and override the provisions of such Technical Information and Non-Competition Agreement.

7.     General Provisions .

7.1     Representations and Warranties by the Parties .

(a)     Representations by the Company . The Company represents and warrants to Executive that the execution and delivery by the Company of this Agreement do not, and the performance by the Company of its obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (i) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Company; or (ii) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Company is a party or by which the Company is or may be bound.

(b)      Representations by Executive . Executive acknowledges that, as of the date of this Agreement, he is employed by Zimmer, Inc. and/or one or more of its Affiliates (“ Zimmer ”) and is party to a Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement with Zimmer, dated May 27, 2010 (the “ Zimmer Agreement ”). Executive represents and warrants that (i) he will terminate his employment with Zimmer no later than March 31, 2015 so that he may commence employment hereunder on the Effective Date; (ii) neither his execution and delivery of, nor his performance under, this Agreement, nor his employment with the Company will violate or impact the terms of the Zimmer Agreement; (iii) except as provided under the Zimmer Agreement, he is not subject to any covenants against competition or similar covenants or any court order or other legal obligation that would affect the performance of his obligations to the Company; and (iv) Executive will not disclose to or use on behalf of the Company any proprietary information of a third party, including Zimmer, without such party’s consent.

If requested by the Board, Executive must submit to a reasonable number of mental or physical examinations by a licensed physician reasonably acceptable to the parties to enable a determination of Executive’s “Disability” for purposes of this Agreement. Executive hereby authorizes the disclosure and release to the Company of the results of any such mental or physical examinations and all supporting records. If Executive is not legally competent, Executive’s legal guardian or duly authorized attorney-in-fact will act in Executive’s stead, for the purposes of submitting Executive to the examinations, and providing the authorization of disclosure.

7.2     Obligations Contingent on Performance . The obligations of the Company hereunder, including its obligation to pay the Compensation provided for herein, are contingent upon Executive’s performance of Executive’s obligations hereunder.

7.3     Waiver . The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by either party in exercising any right, power, or privilege

under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

7.4     Binding Effect; Delegation of Executive’s Duties Prohibited . This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs, and legal representatives, including any Affiliate to which the Company may assign this Agreement or any entity with which the Company may merge or consolidate or to which all or substantially all of its assets may be transferred. The duties and covenants of Executive under this Agreement, being personal, may not be delegated or assigned.

7.5     Notices . All notices required to be given or delivered pursuant to this Agreement shall be in writing, and shall be given or delivered as follows:

or in any case, to such other address for a party as to which notice shall have been given to each of the parties hereto in accordance with this Section. Notices so addressed shall be deemed to have been duly given (i) on the third business day after the day of registration, if sent by registered or certified U.S. Mail, first-class postage prepaid, or (ii) on the next business day following the documented acceptance thereof for next-day delivery by a national overnight air courier service, or (iii) on the date sent by facsimile transmission, if electronically confirmed. Otherwise, notices shall be deemed to have been given when delivered to such address.

7.6     Entire Agreement; Amendments . This Agreement, as it may be amended from time to time, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understandings, oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended orally, but only by an agreement in writing signed by the parties hereto.

7.7     Governing Law; Venue and Jurisdiction . This Agreement shall be governed by and under the laws of the State of Ohio. The Company and Executive each consent to exclusive venue and personal jurisdiction over them in any state or federal court with jurisdiction over Lorain County, Ohio or Cuyahoga County, Ohio for the purpose of construction and enforcement of this Agreement or any other dispute between the parties involving this Agreement.

7.8     Section Headings; Construction . The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

7.9     Severability . If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

7.10     Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

7.11     Withholding . The Company shall have the right to withhold from any payments and benefits under this Agreement any and all amounts necessary for payroll taxes and other withholdings.

7.12     Maintenance of Exemption From Code Section 409A . It is the intention and purpose of the Company and Executive that this Agreement shall be deemed to be at all relevant times exempt from compliance with Section 409A of the Internal Revenue Code of 1986, as amended, (“ Section 409A ”) and all other applicable laws. This Agreement shall be so interpreted and is intended to be so administered. However, notwithstanding anything in this Agreement to the contrary, the Company makes no representations or warranties as to the tax effects of payments made to Executive pursuant to this Agreement, and any and all tax consequences incident to such shall solely be the responsibility of Executive, or any successor-in-interest. Notwithstanding any provision in this Agreement to the contrary, if Executive is deemed to be a "specified employee" within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s separation from service (within the meaning of Treas. Reg. Section 1.409A-1(h)), then any payment or benefit pursuant to this Agreement on account of Executive’s separation from service, to the extent such payment constitutes non-qualified deferred compensation subject to Section 409A and is required to be delayed pursuant to Section 409A(a)(2)(B)(i) of the Code (after taking into account any exclusions applicable to such payment under Section 409A), shall not be made until the first payroll date to occur after (i) the expiration of the six (6) month period from the date of Executive’s separation from service, or (ii) if earlier, the date of Executive’s death (the " Delay Period "). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Agreement (whether they would have otherwise been payable

in a single sum or in installments in the absence of such delay), will be paid or reimbursed to Executive in a lump sum, with interest at the mid-term applicable federal rate, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. Each payment hereunder (including without limitation each monthly payment or payment made on a payroll period basis, even if it might otherwise be part of a series of installment payments) shall constitute a separate payment hereunder for purposes of Section 409A.

To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

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IN WITNESS WHEREOF, the parties have executed and delivered this Employment Agreement as of the date first written above.

GENERAL RELEASE OF CLAIMS - Exhibit A

Matthew E. Monaghan ("Executive") and Invacare Corporation (the “Company"), in exchange for their mutual covenants and obligations set forth herein, hereby agree as follows:

1. Executive’s Release . For consideration in the form of the payments and benefits described in the Employment Agreement between Executive and the Company dated January 21, 2015 (the “Employment Agreement”), Executive does hereby for himself and for his heirs, executors, successors and assigns, release and forever discharge the Company, its parent company(ies), subsidiaries, divisions, and affiliated businesses, direct or indirect, if any, together with its and their respective officers, directors, shareholders, management, representatives, agents, employees, successors, assigns, and attorneys, both known and unknown, in both their personal and agency capacities (collectively, “the Company Entities”) of and from any and all claims, demands, damages, actions or causes of action, suits, claims, charges, complaints, contracts, whether oral or written, express or implied and promises, at law or in equity, of whatsoever kind or nature, including but not limited to any alleged violation of any state or federal anti-discrimination or anti-retaliation statutes or regulations, including but not limited to Title VII of the Civil Rights Act of 1964 as amended, ERISA, the Americans With Disabilities Act, the Age Discrimination in Employment Act , the Older Workers Benefit Protection Act, the Family and Medical Leave Act (“FMLA”), Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, Title VIII of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the False Claims Act, breach of any express or implied contract or promise, wrongful discharge, violation of public policy, or tort, all demands for attorney's fees, back pay, holiday pay, vacation pay, bonus, group insurance, any claims for reinstatement, all employee benefits and claims for money, out of pocket expenses, any claims for emotional distress, degradation, humiliation, that Executive might now have or may subsequently have, whether known or unknown, suspected or unsuspected, by reason of any matter or thing, arising out of or in any way connected with, directly or indirectly, any acts or omissions of the Company or any of its directors, officers, shareholders, employees and/or agents arising out of Executive's employment and separation from employment which have occurred prior to the date this Release of Claims (“Release”) becomes effective pursuant to Section 7 hereof (the “Effective Date”), or which may arise as a result of his separation from employment, except those matters specifically set forth herein, and except for any health, welfare, pension or retirement benefits, if any, which may have vested on Executive's behalf prior to his separation from employment under the generally applicable terms of such programs, and except for any claims arising solely out of Executive’s status as a shareholder of the Company, and except for any rights Executive has under any applicable policies of Directors and Officers liability insurance, and except for any rights Executive has under any Indemnity Agreement.

2. Older Workers Benefit Protection Act (“OWBPA”) . Executive recognizes and understands that, by executing this Release, he shall be releasing the Company Entities from any claims that he now has, may have, or subsequently may have under the Age Discrimination in Employment Act of 1967, 29 U.S.C. §§621, et seq. , as amended, by reason of any matter or thing arising out of, or in any way connected with, directly or indirectly, any acts or omissions which have occurred prior to and including the Effective Date of this Release. In other words, Executive will have none of the legal rights against the aforementioned that

he would otherwise have under the Age Discrimination in Employment Act of 1967, 29 U.S.C. §§621, et seq. , as amended, by his signing this Release.

3. Consideration Period . The Company hereby notifies Executive of his right to consult with his chosen legal counsel before signing this Agreement. Through his signature below, Executive represents that he has consulted with, and been represented by, competent legal counsel in the negotiation of this Release and the related Employment Agreement. The Company shall afford, and Executive acknowledges receiving, not less than twenty-one (21) calendar days in which to consider this Release to ensure that Executive’s execution of this Release is knowing and voluntary. In signing below, Executive expressly acknowledges that he has been afforded the opportunity to take at least twenty-one (21) days to consider this Release and that his execution of same is with full knowledge of the consequences thereof and is of his own free will.

Notwithstanding the fact that the Company has allowed Executive twenty-one (21) days to consider this Release, Executive may elect to execute this Release prior to the end of such 21-day period. If Executive elects to execute this Release prior to the end of such 21-day period, then by his signature below, Executive represents that he has consulted with, and been represented by, his chosen legal counsel, and his decision to accept this shortening of the time was knowing and voluntary, and was not induced by fraud, misrepresentation, or any threat to withdraw or alter the benefits provided by the Company herein, or by the Company providing different terms to any similarly-situated Executive executing this Release prior to end of such 21-day consideration period. The parties agree changes, whether material or immaterial, to this Release shall not restart the running of the twenty-one (21) day time period.

4. Revocation Period . Both the Company and Executive agree and recognize that, for a period of seven (7) calendar days following Executive’s execution of this Release, Executive may revoke this Release by providing written notice revoking the same, within this seven (7) day period, delivered by hand or by certified mail, addressed to Patricia A. Stumpp, Senior Vice President--Human Resources, Invacare Corporation, One Invacare Way, Elyria, OH 44035, delivered or postmarked within such seven (7) day period. In the event Executive so revokes this Release, each party will receive only those entitlements and/or benefits that he/it would have received regardless of this Release.

5. Acknowledgments . Executive acknowledges that Executive has carefully read and fully understands all of the provisions of this Release, that Executive has not relied on any representations of the Company or any of its representatives, directors, officers, executives and/or agents to induce Executive to enter into this Release, other than as specifically set forth herein and that Executive is fully competent to enter into this Release and has not been pressured, coerced or otherwise unduly influenced to enter into this Release and that Executive has voluntarily entered into this Release of Executive's own free will. Executive further acknowledges that he has consulted with, and been represented by, competent legal counsel in the negotiation of this Release. The parties agree that any capitalized terms not otherwise defined herein shall have the meaning given to them in the Employment Agreement.

6. Governing Law . This Release shall be governed under the laws of the State of Ohio.

7. Effective Date . This General Release of Claims shall become effective only upon (a) execution of this General Release of Claims by Executive after the expiration of the twenty-one (21) day consideration period described in §3 of this General Release of Claims, unless such consideration period is voluntarily shortened as provided by law; and (b) the expiration of the seven (7) day period for revocation of this General Release of Claims after execution by Executive described in §4 of this General Release of Claims without this General Release of Claims being revoked, but only if such execution and expiration of the revocation period both occur on or prior to a date which is thirty (30) calendar days following Executive’s date of separation from employment.

TITLE:__________________________

EXECUTION WITNESSED BY:

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Exhibit 10.2

AGREEMENT

This AGREEMENT (“Agreement”), is made as of the __ day of ______ , 201 _ , between INVACARE CORPORATION, an Ohio corporation (“Invacare”), and                  (the “Executive”).

Invacare desires to enter into an agreement with Executive in recognition of the importance of the Executive’s services to the continuity of management of Invacare and based upon its determination that it will be in the best interests of Invacare to encourage the Executive’s continued attention and dedication to the Executive’s duties in the potentially disruptive circumstances of a possible Change of Control of Invacare. (As used in this Agreement, the term “Change of Control” and certain other capitalized terms have the meanings ascribed to them in Section 8 hereof.)

Invacare and the Executive agree, effective as of the date first set forth above (the “Effective Date”), as follows:

1.      Severance Benefits if Employment is Terminated in Certain Circumstances Within Two Years of a Change of Control . If, within two years following the occurrence of a Change of Control, the Executive’s employment with Invacare is terminated by Invacare for any reason other than Cause, Disability, or death, or is terminated by the Executive for Good Reason, then the provisions of this Section 1 shall become applicable in all respects and Invacare shall pay to the Executive the amounts specified in Sections 1.1 and 1.2 on the dates indicated therein, and shall cause certain rights of the Executive to vest as provided in Section 1.3:

1.1           Lump Sum Severance Benefit . Subject to Section 1.6, Invacare shall pay to the Executive, on the sixtieth (60th) day after the Termination Date, a lump sum severance benefit in an amount equal to two times: (i) the Executive’s Annual Base Salary plus (ii) the Executive’s Prior Bonus Amount. In addition, Invacare shall pay to the Executive, on the sixtieth (60th) day after the Termination Date, an amount equal to the Executive’s Prorated Bonus Amount.

1.2           Insurance Benefits . Subject to Section 1.6, Invacare shall pay to the Executive, on the sixtieth (60th) day after the Termination Date, a lump sum amount equal to twenty-four (24) times the current COBRA premium rate in effect as of the Termination Date for the level of coverage in which the Executive and his or her eligible dependents were enrolled under Invacare’s medical plan immediately prior to the Termination Date.

1.3           Vesting of Certain Rights . Subject to Section 1.6, Invacare shall cause the Executive’s rights under the Invacare Deferred Compensation Plus Plan to become, as of the Termination Date, immediately vested in full.    

1.4           Equity Awards .

(a)           Invacare Remains the Surviving Entity or the Post-CIC Entity Assumes Equity Awards . If, upon the occurrence of a Change of Control (i) Invacare is the surviving entity following such Change of Control or (ii) all outstanding equity awards held by the Executive are Assumed by the Post-CIC Entity, and if the Executive’s employment is terminated by Invacare or the Post-CIC Entity for any reason other than Cause, Disability, or death, or is terminated by the Executive for Good Reason within two years following the occurrence of the Change of Control, then in respect of all options to purchase Invacare stock, all shares of restricted stock, all restricted stock units and all performance shares that have been granted to the Executive pursuant to any award agreement, plan or arrangement sponsored by Invacare (or any corresponding replacement awards granted by a Post-CIC Entity) and which remain outstanding as of the Termination Date, and notwithstanding any other provision to the contrary contained in any award agreement, plan or arrangement, and subject to Section 1.6, Invacare shall:

(i)         with respect to all options, cause such options:

    

(b)     Post-CIC Entity Does Not Assume Equity Awards . If, upon the occurrence of a Change of Control, the Post-CIC Entity does not Assume all options to purchase Invacare stock, all shares of

restricted stock, all restricted stock units or all performance shares that have been granted to the Executive pursuant to any award agreement, plan or arrangement sponsored by Invacare and which remain outstanding as of the date of the Change of Control, and notwithstanding any other provision to the contrary contained in any award agreement, plan or arrangement, then:

Notwithstanding anything to the contrary in this Agreement, if the payment or benefit of any award constitutes a deferral of compensation under Code Section 409A, then to the extent necessary to comply with Code Section 409A, payment or delivery with respect to such award shall be made on the date of payment or delivery originally provided for such payment or benefit.

1.5           Later Time for Payment on Account of Termination . Notwithstanding the preceding provisions of Section 1, solely to the extent required to comply with applicable provisions of Code Section 409A with respect to any amounts or benefits not exempt from Code Section 409A, payments made pursuant to Sections 1.1, 1.2, 1.3 or 1.4, on account of the Executive’s termination of employment shall: (a) not commence until the date that is six months and a day following the Termination Date; and (b) upon commencement, include along with the initial payment an amount sufficient to reimburse the Executive for reasonable lost interest at a rate of Prime Plus One per annum, compounded annually, incurred during the period commencing on the date which is sixty (60) days after the Termination Date through the date of payment by Invacare. In the event that Invacare, in the exercise of its reasonable discretion, determines that a delay in payments under this Section 1.5 is required in order to comply with Code Section 409A, Invacare shall, within two business days after the Termination Date, deposit the entire amount due and to become due under Section 1, in the trust established by Invacare with Wachovia Bank of North Carolina, N.A. pursuant to a Benefit Security Trust Agreement dated August 21, 1996, as such agreement may be amended from time to time in accordance with its terms. Payments to the Executive from such trust shall thereafter be made in accordance with this Section 1.5; provided , however , that Invacare shall remain fully obligated to the Executive for the full and complete satisfaction of its liabilities and obligations under this Agreement.

1.6           Release Requirement . Notwithstanding any provision herein to the contrary, as a condition to the Executive’s receipt of any post-termination benefits pursuant to this Agreement, (i) the Executive shall execute a release of all claims in favor of Invacare in the form attached hereto as Exhibit A (the “ Release ”) within the sixty (60) day period following the Termination Date and (ii) any applicable revocation period has expired during such sixty (60) day period without the Executive’s revocation of the Release. In the event the Executive does not sign, or signs and revokes the Release, within the sixty (60) day period following the Termination Date, the Executive shall not be entitled to the aforesaid payments and benefits.

1.7           Best Pay Provision . If any payment or benefit the Executive would receive under this Agreement, when combined with any other payment or benefit Executive receives in connection with the termination of Executive's employment with the Company (a " Payment "), would,

after taking into account any shareholder approval satisfying Section 280G of the Internal Revenue Code of any such payment or benefit, or of any other payment or benefit with respect to the Executive (a) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code, and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the "Excise Tax"), then such Payment shall be either (i) the full amount of such Payment or (ii) such lesser amount (with cash payments being reduced before stock option compensation) as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in the Executive's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.

All determinations required to be made under this Section 1.7, including whether and to what extent the Payments shall be reduced and the assumptions to be used in arriving at such determination, shall be made by the Accounting Firm in good faith. The Accounting Firm shall provide detailed supporting calculations both to the Executive and the Company at such time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Executive and the Company. For purposes of making the calculations required by this Section 1.7, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Internal Revenue Code.

2.      Other Benefits .

2.1           Reimbursement of Certain Expenses After a Change of Control . Invacare shall pay, as incurred (in no event later than the end of the Executive’s taxable year following the year in which such expenses were incurred), all expenses incurred by the Executive at any time during the longer of 20 years or the Executive’s lifetime, including the reasonable fees of counsel engaged by the Executive, in respect of enforcing the Executive’s rights hereunder and/or defending any action brought to have this Agreement, or any provision hereof, declared invalid or unenforceable.

2.2           Sick Leave Pay for Executive . If, after a Change of Control and prior to the Termination Date, (i) Invacare or the Post-CIC Entity does not maintain a disability plan covering the Executive that is no less favorable than the disability plan sponsored by Invacare immediately prior to the Change of Control, and (ii) the Executive is unable to perform services for Invacare for any period by reason of accidental bodily injury or sickness, then Invacare will pay and provide to the Executive, as sick leave pay, all compensation and benefits to which the Executive would have been entitled had the Executive continued to be actively employed by Invacare through the earliest of the following dates (the “Sick Leave Period”): (a) the first date on which the Executive is again

capable of performing ongoing services for Invacare consistent with past practice, or (b) the date on which the Executive’s employment is terminated by Invacare by reason of Disability or otherwise, or (c) the date on which Invacare has paid and provided 29 months of compensation and benefits to the Executive during the period of the Executive’s incapacity, or (d) the date of the Executive’s death. Notwithstanding the foregoing, the Sick Leave Period may not be greater than 6 months unless the Executive’s injury or sickness can be expected to result in death or can be expected to last for a continuous period of not less than 6 months, and such injury or sickness renders the Executive unable to perform the duties of his position of employment or any substantially similar position of employment. The foregoing sick leave pay is intended to compensate Executive for compensation and benefits that he otherwise would have earned during the Sick Leave Period, and shall not reduce or otherwise have any effect on Executive’s rights to receive any other compensation, benefits or other Payments hereunder for any other reason, including as may be owed arising out of cessation of Executive’s employment.

3.      No Set-Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect Upon Other Plans . Invacare’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim whatsoever which Invacare may have against the Executive. The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. The amount of any payment provided for under this Agreement shall not be reduced by any compensation or benefits earned by the Executive as the result of employment by another employer or otherwise after the termination of the Executive’s employment.

4.      Taxes; Withholding of Taxes . Without limiting the right of Invacare to withhold taxes pursuant to this Section 4, the Executive shall be responsible (after taking into account all payments to be made by Invacare to or on behalf of the Executive under Section 1 hereof,) for all income, excise, and other taxes (federal, state, city, or other) imposed on or incurred by the Executive as a result of receiving the payments provided in this Agreement, including, without limitation, the payments provided under Section 1 of this Agreement. Invacare may withhold from any amounts payable under this Agreement all federal, state, city, or other taxes as Invacare shall determine to be required pursuant to any law or government regulation or ruling. Without limiting the generality of the foregoing, Invacare may withhold from any amount payable under this Agreement amounts sufficient to satisfy any withholding requirements that may arise out of any benefit provided to or in respect of the Executive by Invacare under Section 1 of this Agreement.

5.      Term of this Agreement . This Agreement shall be effective as of the date first above written and shall thereafter apply to any Change of Control occurring on or before [March __, 2014] or during any succeeding applicable term, and on [March __, 2014] and on [March __] of each succeeding year thereafter (a “Renewal Date”), the term of this Agreement, if not previously terminated, shall be automatically extended for an additional year unless either party has given notice to the other, at least one year in advance of that Renewal Date, that the Agreement shall not apply to any Change of Control occurring after that Renewal Date.

5.1           Termination of Agreement Upon Termination of Employment Before a Change of Control . This Agreement shall automatically terminate on the first date occurring before a Change of Control on which the Executive is no longer employed by Invacare, except that, for purposes of this Agreement, any involuntary termination of employment of the Executive or any termination by the Executive for Good Reason that is effected within 6 months before a Change in Control and primarily in contemplation of a Change of Control that actually occurs after the date of the termination shall be deemed to be a termination of the Executive’s employment as of the date immediately after that Change of Control, and in such case, the Change in Control shall constitute the Termination Date and the date as of which the Executive’s right to payment hereunder shall become vested and this Agreement shall not be deemed to be terminated for such purpose.

5.2           No Termination of Agreement During Two-Year Period Beginning on Date of a Change of Control . After a Change of Control, this Agreement may not be terminated. However, if the Executive’s employment with Invacare continues for more than two years following the occurrence of a Change of Control, then, for all purposes of this Agreement other than Section 1, that particular Change of Control shall thereafter be treated for purposes of this Agreement as if it never occurred; provided, however, that the foregoing shall not deprive Executive of any rights, benefits or payments (or allow Invacare to avoid any obligations) that were or became vested under this or any other agreement, plan or arrangement.

6.      Code Section 409A .

6.1           Code Section 409A Compliance . This Agreement is intended to meet the requirements for exemption from (or to the extent not exempt, compliance with) Code Section 409A (including without limitation, the exemptions for short-term deferrals and separation pay arrangements), and this Agreement shall be so construed and administered. Notwithstanding anything in this Agreement to the contrary, at any time prior to a Change in Control, Invacare and the Executive may amend this Agreement, retroactively or prospectively, while maintaining the spirit of this Agreement and after consultation with Executive, to secure exemption from (or, to the extent not exempt, to ensure compliance with), the requirements of 409A and to avoid adverse tax consequences to Executive thereunder. Furthermore, at any time prior to a Change in Control, the Executive agrees to execute such further instruments and take such further action as may be necessary to comply with 409A or to avoid adverse tax consequences to Executive thereunder.

6.2           Reimbursements . Any reimbursement paid to Executive by Invacare, either pursuant to this Agreement or under any reimbursement arrangement or policy of Invacare shall be made

within ninety (90) days following Executive’s submitting evidence of the incurrence of expenses, and in all events prior to the last day of the calendar year following the calendar year in which Executive incurred the expense.  In no event will the amount of expenses so reimbursed by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

7.      Miscellaneous .

7.1     Successor to Invacare . In the event that

(ii) either (x) Invacare is not the surviving corporation or entity of such consolidation or merger or (y) Invacare is the surviving corporation or entity of such consolidation or merger but the shareholders of Invacare immediately prior to the consummation of such merger or consolidation do not own securities representing a majority of the outstanding voting power of such surviving corporation or entity or its parent after the consummation of the consolidation or merger, then, in any of such events, the entity surviving such consolidation or merger and each Affiliate thereof having an individual net worth of $5 million or more shall assume joint and several liability for this Agreement in a signed writing and deliver a copy thereof to the Executive. Upon such assumption, the successor corporation or entity and each Affiliate thereof having an individual net worth of $5 million or more shall become obligated to perform the obligations of Invacare under this Agreement and the term “Invacare” as used in this Agreement shall be deemed to refer to such successor entity and such Affiliates jointly and severally. Any failure of Invacare to obtain the written agreement of such successor or surviving entity (including a parent successor entity) and the required Affiliates to assume this Agreement before the effectiveness of any such succession shall be deemed to be a material breach of this Agreement.

7.2     Notices . Notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or by confirmed facsimile transmission (to the Senior Vice President of Human Resources of Invacare in the case of notices to Invacare and to the Executive in the case of notices to the Executive) or three business

days after being mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:

or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

7.3     Employment Rights . Nothing expressed or implied in this Agreement shall create any right or duty on the part of Invacare or the Executive to have the Executive continue as an officer of Invacare or an Affiliate of Invacare or to remain in the employment of Invacare or an Affiliate of Invacare.

7.4     Administration . Invacare shall be responsible for the general administration of this Agreement and for making payments under this Agreement. All fees and expenses billed by the Accounting Firm for services contemplated under this Agreement shall be the responsibility of Invacare.

7.5     Source of Payments . Any payment specified in this Agreement to be made by Invacare may be made directly by Invacare solely from its general assets, and the Executive shall have the rights of an unsecured general creditor of Invacare with respect thereto. In the event that Invacare establishes a rabbi trust and/or purchases an insurance policy insuring the life of the Executive to recover the cost of providing benefits hereunder, neither the Executive nor his or her Beneficiary shall have any rights whatsoever in the assets of such rabbi trust or such policy or the proceeds therefrom.

7.6     Validity . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement which shall remain in full force and effect.

7.7     Modification; Waiver. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in a writing signed by the Executive and Invacare. No waiver by either party hereto at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other

party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or at any prior or subsequent time.

7.8     Entire Agreement; Supercession. Except as otherwise specifically provided herein, this Agreement, including its attachments, contains the entire agreement between the parties concerning the subject matter hereof and incorporates and supersedes any and all prior discussions or agreements, written or oral, the parties may have had with respect to such subject matter; provided , however , that except as expressly provided otherwise herein, nothing in this Agreement shall affect any rights the Executive or anyone claiming through the Executive may have in respect of either (a) any Employee Benefit Plan which provides benefits to or in respect of the Executive or (b) any other agreements the Executive may have with Invacare or an Affiliate of Invacare, including without limitation any employment or severance protection agreements the Executive may have with Invacare or an Affiliate of Invacare.

7.9     Post-Mortem Payments; Designation of Beneficiary . In the event that, following the termination of the Executive’s employment with Invacare, the Executive is entitled to receive any payments pursuant to this Agreement and the Executive dies, such payments shall be made to the Executive’s Beneficiary designated hereunder. At any time after the execution of this Agreement, the Executive may prepare, execute, and file with the Secretary of Invacare a copy of the Designation of Beneficiary form attached to this Agreement as Exhibit A ; provided , that if the Executive has already filed a similar beneficiary form with Invacare, then such form shall remain in effect for purposes of this Agreement until the Executive files an amended form. The Executive shall thereafter be free to amend, alter or change such form; provided , however , that any such amendment, alteration or change shall be made by filing a new Designation of Beneficiary form with the Secretary or the Senior Vice President of Human Resources of Invacare. In the event the Executive fails to designate a beneficiary, following the death of the Executive, all payments of the amounts specified by this Agreement which would have been paid to the Executive’s designated beneficiary pursuant to this Agreement shall instead be paid to the Executive’s spouse, if any, if she survives the Executive or, if there is no spouse or he or she does not survive the Executive, to the Executive’s estate.

7.10     Service with Affiliates . Any services the Executive performs for an Affiliate of Invacare shall be deemed performed for Invacare. Any transfer of the Executive’s employment from Invacare to an Affiliate of Invacare, or from an Affiliate of Invacare to Invacare, or from an Affiliate of Invacare to another Affiliate of Invacare shall be deemed not to constitute a termination of the Executive’s employment with Invacare.

7.11     Time Periods . Any action required to be taken under this Agreement within a certain number of days shall be taken within that number of calendar days; provided , however , that if the last day for taking such action falls on a weekend or a holiday, the period during which such action

may be taken shall be automatically extended to the next business day. If the day for taking any action under this Agreement falls on a weekend or a holiday, such action may be taken on the next business day. Notwithstanding the foregoing, no such extension shall permit an action to be taken at a time that would cause an exempt payment to become subject to Code Section 409A or to cause a payment that would otherwise be compliant with Code Section 409A to cease to be so compliant.

7.12     Incorporation by Reference . The incorporation herein of any terms by reference to another document shall not be affected by the termination of any agreement set forth in such other document or the invalidity of any provisions thereof.

7.13     Binding Effect; Construction of Agreement . This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representatives, executors, administrators, successors, heirs, and designees (including, without limitation, the Beneficiary). Upon the Executive’s death, for purposes of this Agreement, the term “Executive” shall be deemed to include, as applicable, any person (including, without limitation, the Beneficiary) who is entitled to benefits under this Agreement following the Executive’s death.

7.14     Governing Law . All questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by and construed in accordance with the internal laws of the State of Ohio, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Ohio.

7.15     Representations and Warranties of Invacare . Invacare represents and warrants to the Executive that (i) Invacare is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio; (ii) Invacare has the power and authority to enter into and carry out this Agreement, and there exists no contractual or other restriction upon its so doing; (iii) Invacare has taken such corporate action as is necessary or appropriate to enable it to enter into and perform its obligations under this Agreement; and (iv) this Agreement constitutes the legal, valid and binding obligation of Invacare, enforceable against Invacare in accordance with its terms.

7.16      Gender . The use of the feminine, masculine or neuter pronoun shall not be restrictive as to gender and shall be interpreted in all cases as the context may require.

8.      Definitions .

8.1           Accounting Firm . The term “Accounting Firm” means the independent auditors of Invacare for the fiscal year preceding the year in which the Change of Control occurred and such firm’s successor or successors; provided , however , if such firm is unable or unwilling to

serve and perform in the capacity contemplated by this Agreement, Invacare shall select another national accounting firm of recognized standing to serve and perform in that capacity under this Agreement, except that such other accounting firm shall not be the then independent auditors for Invacare or any of its Affiliates.

8.2           Affiliate . The term “Affiliate” shall mean, with respect to any person or entity, any other person or entity which controls, is controlled by, or is under common control with such person or entity within the meaning of Section 414(b) or (c) of the Internal Revenue Code.

8.3           Annual Base Salary . “Annual Base Salary” means the highest annual rate of base salary payable by Invacare to the Executive at any time between the Effective Date and the Termination Date.

8.4           Assumed . For purposes of this Agreement, a stock option, share of restricted stock, restricted stock unit or performance share shall be considered “Assumed” if all of the following conditions are met:

(a)      stock options are converted into replacement awards in a manner that complies with Code Section 409A;

(b)      awards of restricted stock and restricted stock units that are not subject to performance goals are converted into replacement awards covering a number of shares of the Post-CIC Entity, as determined in a manner substantially similar to how the same number of common shares underlying the awards of restricted stock or restricted stock units would be treated in the Change of Control transaction; provided that, to the extent that any portion of the consideration received by holders of Invacare’s common stock in the Change of Control transaction is not in the form of the common stock of the Post-CIC Entity, the number of shares covered by the replacement awards shall be based on the average of the high and low selling prices of the common stock of such Post-CIC Entity on the established stock exchange on the trading day immediately preceding the date of the Change of Control;

(c)      awards of restricted stock, restricted stock units and performance shares that are subject to performance goals are converted into replacement awards that preserve the value of such awards at the time of the Change of Control;

(d)      the replacement awards contain provisions for scheduled vesting and treatment on termination of employment (including the definitions of Cause and Good Reason, if applicable) that are no less favorable to the Executive than the underlying awards being replaced, and all other terms of the replacement awards (other than the security and number of shares represented by the replacement awards) are substantially similar to, or more favorable to the Executive than, the terms of the underlying awards; and

(e)      the security represented by the replacement awards, if any, is of a class that is publicly held and widely traded on an established stock exchange.

8.5           Beneficiary . “Beneficiary” means the person designated by the Executive as his beneficiary pursuant to Section 7.9 or such other person as determined pursuant to Section 7.9 hereof.

8.6           Cause . The employment of the Executive by Invacare shall have been terminated for “Cause” if, after a Change of Control and prior to the termination of employment, any of the following has occurred:

(a)          the Executive shall have been convicted of a felony,

(b)          the Executive commits an act or series of acts of dishonesty in the course of the Executive’s employment which are materially inimical to the best interests of Invacare and which constitutes the commission of a crime, all as determined by the vote of three-fourths of all of the members of the Board of Directors of Invacare (other than the Executive, if the Executive is a Director of Invacare), which determination is confirmed by a panel of three arbitrators appointed and acting in accordance with the rules of the American Arbitration Association for the purpose of reviewing that determination,

(c)          any federal or state regulatory agency with jurisdiction over Invacare has issued a final order, with no further right of appeal, that has the effect of suspending, removing, or barring the Executive from continuing his service as an officer or director of Invacare, or

(d)          the Executive’s breach of any Technical Information Agreement & Non-Competition Agreement entered into by the Executive.

8.7           Change of Control . A “Change of Control” shall be deemed to have occurred at the first time on which, after the Effective Date:

(a)          There is a report filed on Schedule 13D or Schedule 14D1 (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) Invacare or any of its subsidiaries, (3) any employee benefit plan or employee stock ownership plan or related trust of Invacare or any of its subsidiaries, or (4) any person or entity organized, appointed or established by Invacare or any of its subsidiaries for or pursuant to the terms of any such plan or trust, of such number of shares of Invacare as entitles that person to exercise 30% or more of the voting power of Invacare in the election of Directors; or

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

(c)          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 Invacare’s Articles of Incorporation) involving Invacare and, as a result of which, the holders of shares of Invacare 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 in the aggregate less than fifty percent (50%) of the voting power of the surviving or acquiring corporation or other entity in the election of Directors; or

(d)          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 Invacare, but only if the transferee of the assets in such transaction is not a subsidiary of Invacare; or

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

If an event described in any of Clauses (a), (b), (c), (d), and (e) occurs, a Change of Control shall be deemed to have occurred for all purposes of this Agreement and, except as provided in the last sentence of Section 5.2, that Change of Control shall be irrevocable.

8.8           Code . “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.    

8.9           Demotion or Removal . The Executive shall be deemed to have been subjected to “Demotion or Removal” if, during the two-year period commencing on the date of a Change of Control, other than by Voluntary Resignation or with the Executive’s written consent, the Executive ceases to hold the highest position held by him at any time during the one year period ending on the date of the Change of Control with all of the duties, authority, and responsibilities of that office as in effect at any time during the one year period ending on the date of the Change of Control.

8.10           Disability . For purposes of this Agreement, the Executive’s employment will have been terminated by Invacare by reason of “Disability” of the Executive only if (a) as a result of accidental bodily injury or sickness, the Executive has been unable to perform his normal duties for Invacare for a period of 180 consecutive days, and (b) the Executive begins to receive payments under the executive long term disability plan or its successor plan(s) sponsored by Invacare not later than 30 days after the Termination Date.

8.11      Employee Benefit Plan . “Employee Benefit Plan” means any plan or arrangement defined as such in 29 U.S.C. §1002 which provides benefits to the employees of Invacare or its Affiliates.

8.12      Good Reason . The Executive shall have “Good Reason” to terminate his employment under this Agreement if, at any time after a Change of Control has occurred and before the second anniversary of that Change of Control, one or more of the events listed in (a) through (f) of this Section 8.12 occurs and, based on that event, the Executive gives notice of such event (and of his intention to terminate his employment if Invacare does not cure such condition(s)) on a date that is both (i) within 90 days of the occurrence of that event and (ii) not later than the second anniversary of that Change of Control, and Invacare does not cure the condition(s) constituting the event within 30 days after such notice:

(a)          The Executive is subjected to a Demotion or Removal involving a material diminution in the Executive’s authority, duties, or responsibilities or in those of the individual to whom the Executive is required to report; or

(b)          The Executive’s Annual Base Salary is materially reduced (which for this purposes shall be deemed to occur if the reduction is five percent (5%) or greater); or

(c)          The Executive’s opportunity for incentive compensation is materially reduced from the level of his opportunity for incentive compensation as in effect immediately before the date of the Change of Control or from time to time thereafter (which for this purposes shall be deemed to occur if the reduction is equivalent to a five percent (5%) or greater reduction in Executive’s Annual Base Salary); or

(d)          The Executive is excluded (other than by his volitional action(s)) from full participation in any benefit plan or arrangement maintained for senior executives of Invacare generally, and such exclusion materially reduces the benefits provided to the Executive; or

(e)          The Executive’s principal place of employment for Invacare is relocated a material distance (which for this purpose shall be deemed to be more than 35 miles) from One Invacare Way, Elyria, Ohio; or

(f)          Any other action or inaction that constitutes a material breach by Invacare of this Agreement or any other agreement under which the Executive provides his services to Invacare.

8.13           Post-CIC Entity . “Post-CIC Entity” means any entity (or any successor or parent thereof) that effects a Change of Control pursuant to Section 8.7.

8.14           Prime Plus One . “Prime Plus One” means the prime rate of interest, as reported by the Wall Street Journal or its successors, plus 1%.

8.15           Prior Bonus Amount “Prior Bonus Amount” means an amount equal to the average of the bonuses earned by the Executive under Invacare’s annual bonus plan with respect to the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, provided however, if the Change of Control occurs prior to completing three full years of employment, then the average of the bonuses earned for the actual number of fiscal years employed by the Executive.

8.16           Prorated Bonus Amount . “Prorated Bonus Amount” means an amount equal to (a) times (b), in which (a) equals the Executive’s Annual Base Salary multiplied by the higher of (i) the target bonus percentage in effect for the Executive under Invacare’s bonus plan during the fiscal year immediately preceding the fiscal year in which the Change of Control occurs, or (ii) the target bonus percentage in effect for the Executive under Invacare’s bonus plan during the fiscal year in which the Termination Date occurs; and (b) equals a quotient, in which the numerator is the number of days the Executive was employed by Invacare during the year in which the Termination Date occurs and the denominator is 365.

8.17           Termination Date . “Termination Date” means the date on which (and related terms, such as “termination of employment” and “terminate employment” mean a situation in which) the Executive incurs a separation from service with Invacare and all of its Affiliates within the meaning of Code Section 409A. A separation from service under Code Section 409A includes a quit, discharge, or retirement, or a leave of absence (including military leave, sick leave, or other bona fide leave of absence such as temporary employment by the government, at the point that such leave exceeds the greater of: (i) six months; (ii) the period for which the Participant’s right to reemployment is provided either by statute or by contract, or (iii) in the case of sick leave, twenty-nine (29) months, if the Executive’s injury or sickness can be expected to result in death or can be expected to last for a continuous period of not less than 6 months, and such injury or sickness renders the Executive unable to perform the duties of his position of employment or any substantially similar position of

employment). A separation from service under Code Section 409A also occurs upon a permanent decrease in service to a level that is no more than twenty percent (20%) of its prior level. For this purpose, whether a separation from service has occurred is determined based on whether it is reasonably anticipated that no further services will be performed by the Executive after a certain date or that the level of bona fide services the Executive will perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services if the Executive has been providing services less than 36 months).

8.18           Voluntary Resignation . A “Voluntary Resignation” shall have occurred if the Executive terminates his employment with Invacare by voluntarily resigning at his own instance without having been requested to so resign by Invacare, except that any resignation by the Executive will not be deemed to be a Voluntary Resignation if, at the time of that resignation, the Executive had Good Reason to resign, which had not been waived in writing by the Executive.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Exhibit A

DESIGNATION OF BENEFICIARY

To:      Invacare Corporation

Attn: Secretary

I, the undersigned, ______________________, am a party to a certain Agreement with Invacare Corporation, an Ohio corporation, dated as of March __, 2013 (the “Agreement”). Pursuant to the agreement, I have the right to designate a person or persons to receive, in the event of my death, any amounts that might become payable to me under the Agreement. I hereby exercise this right and direct that, upon my death, any amounts payable to me under the Agreement shall be distributed in the proportions set forth below to the following person(s) if he, she or they survive me, namely:

If none of the above-designated person (s) survives me, any amounts payable under the Agreement shall be distributed to ___________________________________.

Any and all previous designations of beneficiary made by me are hereby revoked, and I hereby reserve the right to revoke this designation of beneficiary.

Exhibit B

Form of Release