Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retention Bonus Awards



On January 25, 2023, following extensive consultation with the legal and
compensation advisors of Invacare Corporation (the "Company") and comprehensive
review of the Company's compensation program across the organization, the
Compensation and Management Committee of the Board of Directors of the Company
(the "Compensation Committee") determined pivoting to a retention-based
compensation structure was essential to keep the Company's workforce engaged and
focused on the tasks necessary to move the Company forward in achieving short
and long-term financial and operational goals. As a result, the Compensation
Committee approved forms of Retention Bonus Agreements (the "Retention Bonus
Agreements), which provide for a payment of cash retention bonuses (each a
"Retention Bonus") in the foregoing amounts to the named executive officers as
indicated below:

Name                    Title                                                    Retention Bonus
Geoffrey P. Purtill     President and Chief Executive Officer                                       $550,000
Kathleen P. Leneghan    Senior Vice President and Chief Financial Officer                           $363,075
                        Senior Vice President, General Counsel, Chief
Anthony C. LaPlaca      Administrative Officer and Secretary                                        $356,562
Cintia Ferreira         Chief Human Resources Officer                                             CHF150,000


Under the Retention Bonus Agreements, the Retention Bonuses are payable in two
installments. The first installment in the amount of 50% of the Retention Bonus
was paid on January 31, 2023 (the "First Retention Bonus"). Importantly,
pursuant to the Retention Bonus Agreements, if the executive voluntarily
terminates his or her employment or engagement in providing services for any
reason other than for "good reason" or the executive's employment or engagement
in providing services is terminated by the Company for "cause" (and not due to
the executive's "retirement," to the extent applicable) (each as defined in the
Retention Bonus Agreements) (a "Non-Qualifying Termination") prior to the June
30, 2023, the after-tax value of the First Retention Bonus is required to be
repaid by the executive within 30 days of such termination. The second
installment payment becomes payable upon the first anniversary of the effective
date of the Retention Bonus Agreements, subject to each executive's continued
employment or engagement in providing services to the Company through such
anniversary date (the "Second Retention Bonus"). If a Non-Qualifying Termination
occurs prior to the first anniversary date of the effective date of the
Retention Bonus Agreements, the Second Retention Bonus will be automatically
forfeited for no consideration.

The foregoing description of the Retention Bonus Agreements is qualified in its
entirety by reference to the forms of Retention Bonus Agreements which are filed
as Exhibits 10.1 and 10.2 hereto and incorporated by reference.


Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit Number            Description of Exhibit

  10.1                    Retention Bonus Letter Agreement Swiss Form
  10.2                    Retention Bonus Letter Agreement US Form
104                       Cover Page Interactive Data File (embedded within the Inline XBRL
                          document).


--------------------------------------------------------------------------------

© Edgar Online, source Glimpses