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

On May 21, 2009, Invacare Corporation (the "Company") held its Annual Meeting of Shareholders, where the Company's shareholders approved certain amendments to the Company's Amended 2003 Performance Plan (the "Plan"). The amendments, which were approved, subject to shareholder approval, and recommended to the shareholders by the Board of Directors based on the recommendation of the Company's Compensation and Management Development Committee, (1) increase the number of common shares of the Company authorized and reserved for issuance under the Plan by 3,000,000 shares from 3,800,000 to 6,800,000 common shares, including 1,300,000 common shares that may be granted as awards other than stock options, (2) modify the definition of a "change in control" of the Company under the Plan to make it more restrictive, and (3) modify the terms of the Plan to eliminate the availability of future grant under the Plan of shares transferred or surrendered for the payment of option exercise prices or taxes. The material terms of the Plan are summarized in the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 9, 2009.

The description of the Plan as contained herein is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit number Description
10.1 Invacare Corporation Amended and Restated 2003 Performance Plan.