Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retention Bonus Awards
OnJanuary 25, 2023 , following extensive consultation with the legal and compensation advisors ofInvacare Corporation (the "Company") and comprehensive review of the Company's compensation program across the organization, theCompensation 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 OfficerCHF150,000 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 onJanuary 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 theJune 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).
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