(3)	Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of the transaction:

(5)	Total fee paid:

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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1.	To elect nine directors for a one-year term expiring in 2017;

2.	To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for its 2016 fiscal year;

3.	To hold an advisory vote to approve the compensation of the Company's named executive officers;

4.	To transact any other business as may properly come before the annual meeting.

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•	“For” the election of the nine director nominees for a one-year term expiring in 2017;

•	“For” the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for its 2016 fiscal year;

•	“For” the approval of the compensation of the named executive officers.

•

Election of Directors (Proposal No. 1). The nominees receiving the greatest number of votes will be elected. A proxy card marked “Withhold Authority” with respect to the election of one or more directors will not be voted with respect to the nominee or nominees indicated. Abstentions and broker non-votes will not be voted for or withheld from the election of directors and will not be counted for purposes of determining the number of votes cast in the election of directors. However, please note that our majority voting director resignation procedures under our Code of Regulations require any director nominee who receives a greater number of votes marked “Withhold Authority” than marked “For” his or her election in an uncontested election of directors to promptly tender his or her resignation to the Board following certification of the shareholder vote. Under the Company's procedures, the Nominating and Governance Committee, or another committee comprised entirely of independent directors or the Board of Directors, will, within 90 days following the certification of the shareholder vote, consider, and the Board will determine, whether to accept the resignation. The Board's

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•

Ratification of Independent Registered Public Accounting Firm (Proposal No. 2). Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm requires the affirmative vote of the holders of a majority of the votes cast on the proposal. Abstentions will not be voted for or against the ratification of the appointment of Ernst & Young LLP and will not be counted in the number of votes cast on the proposal.

•

Advisory Vote to Approve Executive Compensation (Proposal No. 3). Advisory approval of the compensation of our named executive officers requires the affirmative vote of the holders of a majority of the votes cast on the proposal. Abstentions and broker non-votes will not be voted for or against approval of our executive compensation and will not be counted in the number of votes cast on the proposal.

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*	All holders of Class B common shares are entitled to convert any or all of their Class B common shares to common shares at any time, on a share-for-share basis. In addition, Invacare may not issue any additional Class B common shares unless the issuance is in connection with share dividends on, or share splits of, Class B common shares.

(1)	The number of common shares beneficially owned is based upon a Schedule 13G or 13G/A filed by the holder with the SEC to reflect share ownership as of December 31, 2015, provided that the ownership percentages have been calculated by the Company based on the Company's issued and outstanding shares as of February 19, 2016.

(2)

The number of common shares beneficially owned by Mr. Mixon includes 613,675 common shares that may be acquired upon the exercise of stock options during the 60 days following February 19, 2016. For the purpose of calculating the percentage of outstanding common shares and voting power beneficially owned by Mr. Mixon, the common shares which he had the right to acquire during that period upon the exercise of stock options are considered to be outstanding. The number of common

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(3)

The number of Class B common shares shown as beneficially owned by Mr. Mixon includes (i) 183,863 Class B common shares owed of record by Mr. Mixon's spouse, (ii) 160,603 Class B common shares owned by the trustee for a 2012 grantor retained annuity trust created by Mr. Mixon's spouse, (iii) 166,603 Class B common shares owned by the trustee for the 2012 grantor retained annuity trust created by Mr. Mixon and (iv) 127,394 Class B common shares held by a limited partnership controlled by the Mr. Mixon and his spouse. Mr. Mixon disclaims beneficial ownership of the shares owned of record solely by his spouse.

(4)	Based on a Schedule 13G/A filed on January 8, 2016, by BlackRock, Inc., which has sole voting power over 4,604,372 shares and has sole dispositive power over 4,700,462 of the shares.

(5)	Based on a Schedule 13G/A filed on February 5, 2016 by Heartland Advisors, Inc., which has shared voting power over 3,467,244 shares and has shared dispositive power over 3,517,138 shares.

(6)	Based on a Schedule 13G/A filed on February 10, 2016 by The Vanguard Group, Inc., which has sole voting power over 39,826 of the shares, sole dispositive power over 2,229,724 of the shares and shared dispositive power over 38,526 of the shares.

(7)

Based on a Schedule 13G/A filed February 9, 2016, which reports that Dimensional Fund Advisors LP (“DFA”) may be deemed to be the beneficial owner of 2,230,881 common shares as a result of acting as investment advisor to or manager of various companies, trusts and accounts (the “DFA Funds”). In its role as investment advisor or manager, DFA possesses sole voting power for 2,127,542 shares and sole dispositive power for 2,230,881 shares that are owned by the DFA Funds. DFA disclaims beneficial ownership of those common shares because they are owned by the DFA Funds.

(8)	Based on a Schedule 13G/A filed on January 29, 2016 by Franklin Resources, Inc., which reports that Franklin Advisory Services, LLC, an affiliate of Franklin Resources, Inc., has sole voting power over 1,949,737 shares and has sole dispositive power over 2,134,237 shares.

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*	Less than 1%.

**

None of the director or executive officers beneficially owned Class B common shares as of February 19, 2016. All holders of Class B common shares are entitled to ten votes per share and are entitled to convert any or all of their Class B common shares to common shares at any time, on a share-for-share basis. In addition, Invacare may not issue any additional Class B common shares unless the issuance is in connection with share dividends on, or share splits of, Class B common shares.

(1)

The common shares beneficially owned by Invacare's executive officers and directors as a group include an aggregate of 396,523 common shares which may be acquired upon the exercise of stock options during the 60 days following February 19, 2016. For the purpose of calculating the percentage of outstanding common shares and voting power beneficially owned by each of Invacare's executive officers and directors, and all of them as a group, common shares which they had the right to acquire upon the exercise of stock options within 60 days of February 19, 2016 are considered to be outstanding. The number of common shares that may be acquired upon the exercise of such stock options for the noted individuals is as follows: Mr. Gudbranson,169,300 shares; Mr. LaPlaca, 79,950 shares; Mr. Delaney, 16,569 shares; Dr. Harris, 16,569 shares; General Jones, 6,343 shares; Mr. LaPorte, 7,858 shares; Mr. Merriman, 4,488 shares; Mr. Shah, 4,496 shares and Mr. Sutherland,15,000 shares.

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•	the composition of the Board of Directors, including independence and other qualification requirements;

•	responsibilities and functions of the Board of Directors, such as meeting, orientation and continuing education guidelines;

•	responsibilities of the Chairman of the Board, the Chief Executive Officer and the Lead Director;

•	the establishment and functioning of Board committees;

•	executive sessions of non-management directors;

•	succession planning;

•	Board access to management, and evaluation of the Board and the Chief Executive Officer;

•	communication and interaction by the Board with shareholders and other interested parties;

•	share ownership guidelines for directors and executive officers;

•	engagement by an independent committee of the Board with shareholder proponents following a majority vote on a shareholder proposal; and

•	periodic self-assessment by the Board and each Board committee.

*	Member

**	Chair

+	Lead Director and, until May 14, 2015, interim Chairman of the Board

++	Chairman of the Board effective May 14, 2015

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•	The name and contact information for the candidate;

•	A brief biographical description of the candidate, including his or her employment for at least the last five years, educational history, and a statement that describes the candidate's qualifications to serve as a director;

•	A statement describing any relationship between the candidate and the nominating shareholder, and between the candidate and any employee, director, customer, supplier, vendor or competitor of Invacare; and

•	The candidate's signed consent to be a candidate and to serve as a director if nominated and elected, including being named in Invacare's proxy statement.

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•	The director's value to the Board; and

•	Whether the director's re-election would be consistent with Invacare's governance guidelines.

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•	Mr. Mixon retired as Executive Chairman, and as an employee of the Company and its subsidiaries, as of December 21, 2014, after more than 35 years of service.

•	Mr. Mixon received a retirement payment in the amount of $245,000 on March 15, 2015.

•	The Company will satisfy its obligations under the Retirement Benefit Agreement between Mr. Mixon and the Company, dated February 4, 2008, which resulted from certain benefits promised to Mr. Mixon by the Compensation Committee in March 2000, as set forth in that agreement, including the following:

◦

an amount of $200,000 per year for the five calendar years following retirement to reimburse Mr. Mixon for office and clerical support, financial and estate planning services, and other reasonable expenses Mr. Mixon incurs in connection with consulting services he provides to the Company pursuant to that agreement (with the full $200,000 amount to be paid each year irrespective of the actual amount of expenses incurred);

◦	up to $30,000 per year for the cost of a private jet or first-class airfare during the five calendar years following retirement;

◦	home security costs of up to $2,000 per year for the five calendar years following retirement; and

◦	the annual premium cost for medical insurance covering Mr. Mixon and his spouse, and his participation in the medical checkup benefit, for the five calendar years following retirement.

•	The Company has amended certain of Mr. Mixon’s outstanding time-based restricted stock awards aggregating 24,300 unvested shares to provide that such shares will continue to vest

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•	All unvested portions of any stock options awarded to Mr. Mixon terminated and expired as of his retirement. Any vested portions of stock options awarded to Mr. Mixon will remain exercisable following retirement for the duration of the term of the applicable option agreement, to the extent provided in the applicable award agreement.

•	The Company reimbursed Mr. Mixon for his reasonable business expenses incurred during 2014 prior to his retirement and for up to $25,000 of his legal fees and expenses incurred in connection with his retirement and the Mixon Retirement Agreement.

•	Mr. Mixon became entitled to any benefits he had accrued under the Company’s retirement benefit plans upon his retirement. Mr. Mixon’s further participation as an active employee under the retirement benefit plans ceased as of his retirement and he will not be entitled to any additional benefit accruals under the plans.

•	Mr. Remmers’ employment with the Company terminated effective April 21, 2015 and, in lieu of the 30 days’ notice contemplated under the Employment Agreement, the Company paid Mr. Remmers his regular salary during the 30 day period following termination (the “Notice Period”).

•

Mr. Remmers received continuation of his regular salary (which salary was $437,000 annually) for an initial period of nine months following the end of the Notice Period, and if Mr. Remmers has not commenced other employment, he may receive continuation of such salary for an additional period of up to six months following the initial period, determined on a month-to-month basis based upon whether Mr. Remmers has commenced other employment.

•	Mr. Remmers continued his health care benefits coverage after termination by enrolling in COBRA coverage, which was available at discounted rates for the first six months following termination.

•	All unvested restricted stock and performance shares awarded to Mr. Remmers were immediately forfeited upon his termination. All unvested portions of any stock option awarded to Mr. Remmers terminated and expired as of his termination. Any vested portions of the stock options remained exercisable for 90 days following termination, to the extent provided in the applicable award agreement.

•	Mr. Remmers’ participation in the Company’s death benefit only plan, and further participation as an active employee under the Company’s retirement benefit plans, ceased as of his termination and he is not entitled to any additional benefit accruals under the retirement benefit plans.

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•	the integrity of the Company's financial statements;

•	the independence, performance and qualifications of the Company's internal auditors and independent registered public accounting firm; and

•	the Company's compliance with legal and regulatory requirements related to the Company's financial statements and accounting policies.

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•	Matthew E. Monaghan, Chairman, President and Chief Executive Officer;

•	Robert K. Gudbranson, Senior Vice President and Chief Financial Officer;

•	Dean J. Childers, Senior Vice President and General Manager, North America;

•	Anthony C. LaPlaca, Senior Vice President, General Counsel and Secretary; and

•	Gordon Sutherland, Senior Vice President and General Manager, Europe, Middle East & Africa (EMEA).

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•

The Company entered into an employment agreement with Mr. Monaghan as President and Chief Executive Officer, which specifies his initial annual salary and annual target incentive amount under the Company’s Executive Incentive Bonus Plan and provides for, among other things, an annual grant of performance-based restricted shares and time-based restricted shares under the Company’s Long-Term Incentive Plan (LTIP), a one-time inducement award of time-based restricted shares and certain severance protection and change of control benefits;

•	In recognition of Mr. Gudbranson’s extraordinary service to the Company as its Interim President and Chief Executive Officer prior to the hiring of Mr. Monaghan, Mr. Gudbranson’s annual salary as Senior Vice President and Chief Financial Officer was increased and he received a special one-time award of time-based restricted shares;

•	In light of the Company’s focus in 2015 on cash management and enhancing enterprise-wide quality, the Company’s 2015 annual cash bonus program was structured to be based 80% on the achievement of free cash flow goals with monthly, quarterly and annual targets and 20% based on the achievement of certain quality system remediation milestones;

•

The Company achieved free cash flow performance during 2015 substantially in excess of the maximum established performance goals, particularly in the third and fourth quarters, and achieved one of two quality system remediation goals in the second half of 2015, which together resulted in bonuses being paid in March 2016 to the Named Executive Officers under the 2015 annual cash bonus program at 100% of the target level;

•

The Compensation Committee granted performance-based share awards and time-based restricted stock awards under the long-term incentive plan (LTIP) for Named Executive Officers in amounts intended to make long-term, performance-based compensation a significant component of the Named Executive Officers’ total compensation, and thereby further align executive compensation with the interests of shareholders;

•	The time-based restricted stock granted in 2015 under the LTIP vests ratably over three years, which was a change in the vesting structure from the three-year “cliff” vesting used for awards made in 2014.

•	The performance shares granted in 2015 under the LTIP vest based 100% on the Company’s achievement of pre-tax adjusted earnings per share performance goals established by the Compensation Committee for performance for the year ending December 31, 2017;

•	In connection with joining the Company in April 2015, Mr. Childers received a $100,000 signing bonus and a one-time inducement award of time-based restricted shares, and received an additional award of time-based restricted shares following his promotion to Senior Vice President and General Manager, North America, in June 2015; and

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•	The Company maintained the reduced Company discretionary quarterly contributions into the Invacare Retirement Savings Plan and DC Plus Plan and the suspension of Company contributions and interest accruals under the SERP, which suspension was initially implemented in 2011;

•	reward its executives for sustained financial and operating performance and leadership excellence;

•	align the executives’ interests with those of the Company’s shareholders; and

•	encourage them to remain with the Company for long and productive careers.

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•	how each executive performed in relation to the executive's responsibilities during the previous year (other than those executives who were new to the Company in 2015);

•	each executive's potential future contributions to the Company; and

•	each executive's particular talents, unique skills, experience and depth of industry knowledge.

•	In recognition of his extraordinary service to the Company as Interim President and Chief Financial Officer, Mr. Gudbranson received a salary merit increase of 9% compared to his salary as in effect prior to his appointment as Interim President and Chief Financial Officer; and

•	Messrs. Sutherland and LaPlaca each received a salary merit increase of 5.0% in recognition of their respective individual performance and evaluation against market comparisons.

•	80% of each executive’s respective target bonus to be earned based upon the Company’s achievement of free cash flow goals measured on a monthly, quarterly and annual basis; and

•	20% of each executive’s respective target bonus to be earned based upon the Company’s achievement of certain quality system remediation milestones, including completion of the third expert certification audit required under the FDA consent decree.

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•	incentivize management to focus on achieving those goals most important to the recovery of the Company’s business in light of the FDA consent decree;

•	be challenging, but achievable, and indicative of meaningful progress in light of the Company's significant business challenges; and

•	if achieved, support paying executives total cash compensation targeted at approximately the 50th percentile of market compensation.

•	The Company must exceed a minimum free cash flow performance at year-end 2015 (the "Minimum Threshold") in order for participants to be eligible for any bonus with respect to 2015 under the plan;

•	Year-to-date free cash flow is measured monthly and quarterly during the year, with 5% of the free cash flow target bonus amount earned on a monthly basis and an additional 10% of the free cash flow target bonus amount earned on a quarterly basis based on measuring year-to-date free cash flow compared to internally budgeted amounts (the “Monthly/Quarterly Earned Amount”);

•	Free cash flow is then measured at year-end, and if the Company exceeds the Minimum Threshold free cash flow for the year-end 2015, then the Monthly/Quarterly Earned Amount is multiplied by a “year-end multiplier” determined based on the following table (the “Year-End Multiplier”):

•	80% of the executive officers’ target bonus amount is determined using the product of the Monthly/Quarterly Earned Amount and the Year-End Multiplier; and

•

The remaining 20% of the executive officers’ target bonus amount is determined as follows: (i) 10% becomes payable if the Company’s third-party consulting firm certifies to the Company’s achievement of certain quality improvement process milestones by September 30, 2015, and (ii) 10% becomes payable if, by December 31, 2015, the Company’s third-party expert auditor provides its third certification report as required by the FDA consent decree.

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•	The product of the Monthly/Quarterly Earned Amount and the Year End Multiplier was 112.5%, and applying the 80% weighting factor, resulted in 90% overall achievement for free cash flow; and

•	The Company achieved one of the two quality system remediation milestones, or 50%, and applying the 20% weighting factor, resulted in 10% overall achievement for the quality system remediation target.

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•	compensation for the President and Chief Executive Officer and the other Named Executive Officers, including comparative and peer group information, and in particular, comparative information and structuring advice to assist the Compensation Committee in attracting Mr. Monaghan to join the Company as President and Chief Executive Officer;

•	annual and long-term incentive opportunities;

•	policies and data related to governance and disclosure of executive compensation;

•	preparation of materials provided to the Compensation Committee in connection with its meetings during 2015;

•	emerging trends in executive compensation; and

•	an assessment of risks associated with the Company’s compensation programs.

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•	President and CEO - five times base salary

•	CFO - two times base salary

•	Executive and Senior Vice Presidents - two times base salary

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(1)	Of the amounts disclosed in this column, Mr. LaPlaca deferred $11,113 into the DC Plus Plan during 2014.

(2)

The values reported in this column represent the aggregate grant date fair value, calculated in accordance with ASC 718, Compensation - Stock Compensation, of all restricted stock awarded to each officer during the fiscal year and for all performance-based share awards as the Company estimated, as of the grant date, that achievement of the performance targets would be 100% of target. With respect to the amounts disclosed for Mr. Monaghan and Mr. Childers for 2015, $993,206 of Mr. Monaghan's amount and $221,210 of Mr. Childer's amount were attributable to inducement grants to attract them to join the Company. For a summary of the terms of these awards, see the Grants of Plan-Based Awards Table that follows. For a description of the assumptions made in computing the values reported in this column, see Equity Compensation in the Notes to Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

(3)

The values reported in this column represent the aggregate grant date fair value, calculated in accordance with ASC 718, Compensation - Stock Compensation, of all stock options awarded to each officer during the fiscal year. For a summary of the terms of these awards, see the Grants of Plan-Based Awards Table that follows. For a description of the assumptions made in computing the values reported in this column, see Equity Compensation in the Notes to Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

(4)	The amounts reported in this column represent the amounts accrued as expense by the Company in 2015, 2014 and 2013 in accordance with the requirements of ASC 715, Compensation - Retirement

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(5)

Compensation reported in this column includes (i) the value of Company contributions made in each fiscal year on behalf of the officer to the Invacare Retirement Savings Plan or Swiss Retirement Plan (in the case of Mr. Sutherland) and the DC Plus Plan; (ii) in the case of Mr. Sutherland, amounts paid for health and disability insurance policies as well as housing and car allowances, (iii) in the case of Messrs. Monaghan and Childers, amounts for relocation and (iv) the incremental cost to the Company of perquisites provided by the Company, which include: an annual physical exam and health screening. Perquisites are valued on the basis of the aggregate incremental cost to the Company of providing the perquisite to the applicable officer.

(6)	Other compensation for Mr. Monaghan includes, in 2015, $80,557 paid by the Company for relocation.

(7)

Other compensation for Mr. Gudbranson includes (i) in 2015, $7,950 contributed by the Company to the Invacare Retirement Savings Plan and $3,475 contributed by the Company to the DC Plus Plan; (ii) in 2014, $7,800 contributed by the Company to the Invacare Retirement Savings Plan and $2,213 contributed by the Company to the DC Plus Plan; (iii) in 2013, $7,650 contributed by the Company to the Invacare Retirement Savings Plan and $3,032 contributed by the Company to the DC Plus Plan.

(8)	Amount received by Mr. Childers as an inducement bonus to attract him to join the Company.

(9)	Other compensation for Mr. Childers includes, in 2015, $24,015 paid by the Company for relocation and $950 contributed by the Company to the Invacare Retirement Savings Plan.

(10)	Other compensation for Mr. LaPlaca includes (i) in 2015, $7,950 contributed by the Company to the Invacare Retirement Savings Plan and $3,152 contributed by the Company to the DC Plus Plan; (ii) in 2014, $7,800 contributed by the Company to the Invacare Retirement Savings Plan and $3,395 contributed by the Company to the DC Plus Plan.

(11)	Other compensation for Mr. Sutherland includes, in 2015, $47,744 contributed by the Company to the Swiss Retirement Plan, $28,875 as a housing allowance, $2,887 for health and disability insurance and $1,166 as a car allowance.

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(1)	Time-Based Restricted Shares granted pursuant to the Invacare Corporation 2013 Equity Compensation Plan (the “2013 Plan”). These shares are scheduled to vest in one-third installments on each of May 15, 2016, May 15, 2017 and May 15, 2018, respectively.

(2)	Performance-Based Restricted Shares granted under the 2013 Plan. These shares are scheduled to vest on December 31, 2017 based on and subject to achieving performance targets. See the Long-Term Equity Compensation Awards discussion in Compensation Discussion and Analysis above for a description of the terms of these awards.

(3)	Time-Based Restricted Shares granted pursuant to the 2013 Plan. These shares are scheduled to vest in full on May 15, 2018, after a three-year "cliff" vesting period.

(4)

On March 3, 2015, the Compensation Committee established performance goals under the Executive Incentive Bonus Plan for the purpose of providing financial incentives for 2015 to certain key employees, including the officers included in the above table. Mr. Monaghan and Mr. Childers were added as participants in the plan upon the commencement of their employment with the Company on April 1, 2015 and May 11, 2015, respectively. Amounts disclosed for Messrs. Monaghan and Childers are their respective threshold, target and maximum amounts prorated for the respective period for which each was employed by the Company during 2015. See the Annual Cash Bonus discussion in Compensation Discussion and Analysis above for a description of the terms of these awards.

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(1)	The restricted share award vests in one-third annual increments over three years with first vesting commencing May 15, 2016.

(2)

The performance share award has a three-year performance period with payout based on achievement of certain performance goals. The number of shares earned will be determined at the end of the performance period, December 31, 2017. The number of shares disclosed is based on achievement of 100% of target; however, in accordance with Item 402(f)(2) of Regulation S-K, the market value as of December 31, 2015 is based on the achievement of threshold performance, assuming a payout of 1% of the target number of shares.

(3)	The restricted share award vests in full on May 15, 2018 after a three-year "cliff" vesting period.

(4)	The stock option award becomes exercisable in 25% annual increments over four years with first vesting commencing September 30, 2013.

(5)	The restricted share award vests in 25% annual increments over four years with first vesting commencing November 15, 2013.

(6)	The stock option award becomes exercisable in 25% annual increments over four years with first vesting commencing March 31, 2014.

(7)	The restricted share award vests in 25% annual increments over four years with first vesting commencing May 15, 2014.

(8)	The restricted share award vests in full on May 15, 2017 after a three-year "cliff" vesting period.

(9)	The restricted share award vests 50% on November 15, 2015 and 25% on November 15, 2016 and November 15, 2017, respectively.

(10)

The performance share award has a three-year performance period with payout based on achievement of certain performance goals. The number of shares earned will be determined at the end of the performance period, December 31, 2016. The number of shares disclosed is based on achievement of 100% of target; however, in accordance with Item 402(f)(2) of Regulation S-K, the market value as of December 31, 2015 is based on the achievement of threshold performance which would result in the payout of 1% of the target number of shares.

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(1)	The SERP is the Company's Supplemental Executive Retirement Plan, as amended and restated into a cash balance plan which is intended to work in tandem with the original plan to operate effectively as one plan, as further described below under Supplemental Executive Retirement Plan (collectively, the “SERP”).

(2)	This column presents the actuarial present value of each officer's accumulated benefit under the SERP, computed as of the same pension plan measurement date used for financial statement reporting purposes. For purposes of this calculation, Named Executive Officers are assumed to have worked until their normal retirement age as defined in the SERP, which is the attainment of age 65.

(3)	In consideration of his rejoining the Company in 2008, Mr. Gudbranson was credited with five years of service under the SERP.

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(1)	The amounts reported in this column represent the portion of the officer's salary and/or bonus, as reported in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table, that was deferred into the plan.

(2)	The amounts reported in this column have been included with respect to Mr. Gudbranson and Mr. LaPlaca in the “All Other Compensation” column of the Summary Compensation Table, as described in footnotes (7) and (10) to that table.

(3)

No portion of the amounts reported in this column that represent accrued interest has been included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table, since none of the amounts reported in this column represent above-market or preferential interest or earnings accrued on the applicable plan. Please see the discussion below under DC Plus Plan for a description of how earnings under the plan are calculated.

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(4)	Other than Company contributions (and the earnings thereon) made by the Company on behalf of each Named Executive Officer, the account balances shown in this column are solely attributable to deferrals by the Named Executive Officers of previously earned compensation and the earnings on these amounts.

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•

if Mr. Gudbranson is terminated without cause or resigns for good reason (each as defined in the Gudbranson Employment Agreement) during the period commencing on August 1, 2014 and ending 12 months after the date on which a new President and Chief Executive Officer of the Company commences employment with the Company on a non-interim basis (the “Protected Period”), he would receive (i) 18 months of salary continuation at the rate of $475,000 annually, and (ii) acceleration of vesting of the restricted stock award he received in connection with the execution of the Gudbranson Employment Agreement; and

•	if Mr. Gudbranson is terminated without cause (as defined in the Gudbranson Employment Agreement) after the Protected Period, he would receive 18 months of salary continuation at the rate of $475,000 annually, plus a prorated amount of any bonus, if any, that is ultimately earned with respect to the year of termination.

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•	a lump sum amount equal to two times the sum of his (a) his highest annual base salary paid by the Company since the effective date of the agreement; and (y) the average of the annual bonuses earned by him with respect to the three fiscal years preceding the change of control;

•	a lump sum amount equal to 24 times the current monthly COBRA premium rate in effect as of the termination date;

•	immediate vesting of his rights under the DC Plus Plan;

•	accelerated vesting of all outstanding unvested stock options and restricted stock; and

•	accelerated vesting of all outstanding performance-based share awards, as if all applicable performance goals had been achieved at their target levels as of the termination date.

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•	a lump sum amount equal to two times the executive's Base Compensation;

•	a lump sum amount equal to three times the greatest contribution made by the Company to each of the Invacare Retirement Savings Plan and the DC Plus Plan on behalf of the executive for any year in the three years prior to the change of control, as well as a lump sum payment equal to the unvested portion of the executive's account under the Invacare Retirement Savings Plan;

•

a lump sum amount equal to the sum of the contributions and interest that were scheduled under such executive's participation agreement under the SERP to be added to the executive's account under the SERP during the three year period immediately following the date of termination of employment if the executive had continued to be employed by the Company for three years after termination of employment;

•	continuing coverage under the Company's health, life and disability insurance programs (including those available only to executives and those generally available to employees of the Company) for three years after termination of employment; and

•	a lump sum payment as necessary to “gross up,” on an after-tax basis, the executive's compensation for all excise taxes and any penalties and interest imposed by Sections 4999 and 409A of the Code.

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(1)

For Messrs. Gudbranson and LaPlaca, this amount is comprised of (i) a lump sum amount equal to the executive's retention payment (which is equal to the executive's Base Compensation) plus an additional amount which, together, equal three times the executive's Base Compensation (which is $2,493,750 for Mr. Gudbranson and $2,042,250 for Mr. LaPlaca); (ii) a lump sum amount equal to three times the greatest contribution made by the Company on behalf of the executive for any year in the three years prior to the change of control to (A) the Invacare Retirement Savings Plan (which is $23,850 for Mr. Gudbranson and $23,850 for Mr. LaPlaca), and (B) the DC Plus Plan (which is $10,425 for Mr. Gudbranson and $10,185 for Mr. LaPlaca), and (iii) a lump sum amount equal to the sum of the contributions and credited interest which were scheduled under such executive's SERP participation agreement to be added to the executive's account under the SERP during the three year period following the change of control if the executive had continued in the employ of the Company through the third anniversary of the change of control (which is $465,988 for Mr. Gudbranson and $516,119 for Mr. LaPlaca). For Mr. Monaghan, Childers and Sutherland, this amount is composed of a lump sum amount equal to two times the sum of (a) his highest annual base salary paid by the Company since the effective date of the agreement, (which is $750,000 for Mr. Monaghan, $380,000 for Mr. Childers and $414,747 for Mr. Sutherland); and (y) the average of the annual bonuses earned by him with respect to the three fiscal years preceding the change of control, (which is $562,500 for Mr. Monaghan, $253,340 for Mr. Childers and $228,111 for Mr. Sutherland).

(2)

For Messrs. Gudbranson and LaPlaca, this amount represents the present value of continuing coverage under the Company's health, life and disability insurance programs (including those available only to executives and those generally available to employees of the Company) for three years following the date of termination. For Messrs. Monaghan, Childers and Sutherland, this amount is equal to 24 times the monthly COBRA premium rate in effect on December 31, 2015.

(3)	These awards would become vested and the amount shown represents the present value of the acceleration of vesting.

(4)	The amounts in this column are amounts that would be payable to beneficiaries of the Named Executive Officers under the Company's Death Benefit Only Plan if the executive subsequently died following a termination of his employment after a change of control on December 31, 2015. See Retirement and Other Post-Termination Benefits - Death Benefit Only Plan below.

(5)

The estimated tax gross-up is calculated assuming that a change of control of the Company and termination of the executive's employment occurred at December 31, 2015 and assuming that none of the payments made pursuant to the change of control agreements were made in consideration of past services. The amount included for Mr. Monaghan represents the amount by which his payments would have been reduced under the "best pay" provisions of his change of control agreement.

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(1)

The values reported in this column represent the dollar amount of expense, calculated in accordance with ASC 718, Compensation - Stock Compensation, to be recognized for financial statement purposes over the respective vesting periods with respect to all restricted stock awarded to each director during 2015. This time-based restricted stock was granted pursuant to the 2013 Plan, and vests in full on May 15, 2018 after a three-year "cliff" vesting period, except for the award to Mr. Gibeley which vests in full on November 15, 2018. For a description of the assumptions made in computing the values reported in this column, see “Equity Compensation” in the Notes to Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

(2)	No stock options were awarded to directors during 2015.

(3)	No other compensation was paid by the Company to the directors in 2015.

(4)	The fees to Mr. Delaney represent a $60,000 retainer.

(5)

As of the end of the fiscal year, Mr. Delaney held options to buy 16,569 common shares of the Company under the Invacare Corporation 2003 Performance Plan. All options were granted between March 8, 2006 and August 20, 2008, at exercise prices between $23.71 and $31.26 per share, expired or will expire between March 8, 2016 and August 20, 2018, and became exercisable between March 31, 2007 and September 30, 2009. As of the end of the fiscal year, Mr. Delaney held 12,018 shares of unvested restricted stock, which had an aggregate market value of $208,993 at December 31, 2015, based on the $17.39 per share closing price of the Company's common shares on the NYSE on that date.

(6)	The fees to Mr. Gibeley include $10,000 representing a pro-rata portion of the $60,000 annual retainer.

(7)	As of the end of the fiscal year, Mr. Gibeley held 2,127 shares of unvested restricted stock, which had an aggregate market value of $36,989 at December 31, 2015, based on the $17.39 per share closing price of the Company's common shares on the NYSE on that date.

(8)	The fees to Dr. Harris include a $60,000 retainer, a $20,000 additional fee for his service as Lead Director and an $8,233 pro-rata fee for his service as Chairman of the Nominating and Governance Committee.

(9)

As of the end of the fiscal year, Dr. Harris held options to buy 16,569 common shares of the Company under the Invacare Corporation 2003 Performance Plan. All options were granted between March 8, 2006 and August 20, 2008 at exercise prices between $23.71 and $31.26 per share, expired or will expire between March 8, 2016 and August 20, 2018, and became exercisable between March 31, 2007 and September 30, 2009. As of the end of the fiscal year, Dr. Harris held 12,018 shares of unvested restricted stock, which had an aggregate market value of $208,993 at December 31, 2015, based on the $17.39 per share closing price of the Company's common shares on the NYSE on that date.

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(10)	The fees to General Jones represent a $60,000 retainer.

(11)

As of the end of the fiscal year, General Jones held options to buy 6,343 common shares of the Company under the Invacare Corporation 2003 Performance Plan. All options were granted between December 1, 2010 and December 22, 2010, at exercise prices between $22.7025 to $27.82 per share, will expire between December 31, 2016 and December 1, 2020, and became or will become exercisable between September 30, 2011 and December 31, 2011. As of the end of the fiscal year, General Jones held 12,018 shares of unvested restricted stock, which had an aggregate market value of $208,993 at December 31, 2015, based on the $17.39 per share closing price of the Company's common shares on the NYSE on that date.

(12)	The fees to Mr. LaPorte include a $60,000 retainer, a $10,000 pro-rata fee for his service as Chairman of the Regulatory and Compliance Committee and $6,000 for Mr. LaPorte's attendance at four committee meetings in excess of the 24 meetings held in 2015.

(13)

As of the end of the fiscal year, Mr. LaPorte held options to buy 7,858 common shares of the Company under the Invacare Corporation 2003 Performance Plan. All options were granted on February 12, 2009 at an exercise price of $19.09 per share, will expire on February 13, 2019, and became exercisable between March 31, 2010 and March 31, 2013. As of the end of the fiscal year, Mr. LaPorte held 12,018 shares of unvested restricted stock, which had an aggregate market value of $208,993 at December 31, 2015, based on the $17.39 per share closing price of the Company's common shares on the NYSE on that date.

(14)	The fees to Mr. Merriman include a $60,000 retainer and a $15,000 fee for his service as Chairman of the Audit Committee.

(15)

As of the end of the fiscal year, Mr. Merriman held options to buy 8,977 common shares of the Company under the Invacare Corporation 2013 Equity Performance Plan. All options were granted on May 15, 2014 at an exercise price of $16.71 per share, will expire on May 15, 2024, and became or will become exercisable between March 31, 2015 and March 31, 2018. As of the end of the fiscal year, Mr. Merriman held 4,254 shares of unvested restricted stock, which had an aggregate market value of $73,977 at December 31, 2015, based on the $17.39 per share closing price of the Company's common shares on the NYSE on that date.

(16)	The fees to Mr. Nastas include $40,000 representing a pro-rata portion of the $60,000 annual retainer.

(17)	As of the end of the fiscal year, Mr. Nastas held 4,254 shares of unvested restricted stock, which had an aggregate market value of $73,977 at December 31, 2015, based on the $17.39 per share closing price of the Company's common shares on the NYSE on that date.

(18)	The fees to Mr. Shah represent a $60,000 retainer, a $10,000 fee for his service as Chairman of the Compensation and Management Development Committee and $12,000 for Mr. Shah's attendance at eight committee meetings in excess of the 24 meetings held in 2015.

(19)

As of the end of the fiscal year, Mr. Shah held options to buy 4,496 common shares of the Company under the Invacare Corporation 2003 Performance Plan. All options were granted on May 19, 2011 at an exercise price of $33.36 per share, will expire on May 19, 2021, and became or will become exercisable between March 31, 2012 and March 31, 2015. As of the end of the fiscal year, Mr. Shah held 12,018 shares of unvested restricted stock, which had an aggregate market value of $208,993 at December 31, 2015, based on the $17.39 per share closing price of the Company's common shares on the NYSE on that date.

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(1)

Represents shares available under the Invacare Corporation 2013 Equity Compensation Plan. This amount reflects (i) an aggregate of 1,110,740 shares underlying restricted share and restricted share unit awards outstanding at December 31, 2015 and (ii) an aggregate of 681,058 shares underlying performance share and performance share unit awards outstanding at December 31, 2015, which amount, for purposes of this table, assumes achievement of maximum targets for performance share awards, even though the actual payout under such awards may be less than maximum. Performance share and share unit and restricted share and share unit awards granted under the 2013 Plan reduce the number of securities remaining at a rate of 2 shares for each full value share awarded.

(2)	Represents phantom share units in the 401(k) Plus Plan and the DC Plus Plan, which are allocated to participants' accounts at their discretion as their investment choice.

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