BAXTER INTERNATIONAL INC.
OFFICER INCENTIVE COMPENSATION PLAN
This Officer Incentive Compensation Plan ("Plan") of Baxter International Inc.
("Baxter") and its subsidiaries (collectively, the "Company") is adopted
pursuant to the Baxter International Inc. 1994 Incentive Compensation Program
(the "Program") for the purposes stated in the Program. The Plan is intended to
comply with the requirements of Section 162(m)(4)(C) of the Internal Revenue
Code of 1986 ("IRC"), as amended, and the related income tax regulations issued
Officers of the Company are eligible to participate in the Plan if the officer's
participation for a calendar year (or portion of such calendar year) ("Plan
Year") is approved by the Compensation Committee of the Board of Directors of
Baxter ("Committee"). Officers so approved by the Committee shall be referred to
herein as "Participants".
2. Bonus Award
2.1 For each Plan Year, each Participant shall be eligible to receive a cash
payment ("Bonus Award") in accordance with the terms provided herein and any
other terms established by the Committee. To determine a Participant's Bonus
Award, the Committee shall establish a) Company performance goals for the Plan
Year which will include one or more of the following performance measures: net
income growth, operational cash flow, sales growth, the Common Stock price of
Baxter, earnings per share, total shareholder return, and inventory turns
("Company Performance Criteria"), b) a "Bonus Range" for each Participant for
the Plan Year, and c) the amount within a Participant's Bonus Range that will be
payable to a Participant based upon the achievement of the Company Performance
Criteria for the Plan Year. The terms described in the preceding sentence must
be established by April 1 of the Plan Year, and such terms shall not thereafter
be changed, except as permitted by paragraph 2.2.
2.2 By March 31 of each year, the Committee shall assess the extent to which
the Company has achieved the Company Performance Criteria for the preceding Plan
Year, based on the Company's publicly reported results. The Committee shall
exclude the effect of acquisitions, divestitures, changes in accounting
principles, and other extraordinary or non-recurring events which occurred
during the Plan Year when assessing the extent to which the Company has achieved
the Company Performance Criteria for such Plan Year, but only if such exclusion
would enhance the Company's performance relative to the Company Performance
Criteria. The exclusion authorized
by the preceding sentence shall only apply to the extent it is consistent with
IRC Section 162(m)(4)(C) and the related regulations described above. The
Committee shall then determine each Participant's Bonus Award based upon the
terms described in paragraph 2.1 above. The Committee, however, has the
discretion to reduce the amount of a Participant's Bonus Award determined under
the preceding sentence. The Committee's determination shall be consistent with
IRC Section 162(m)(4)(C) and the related regulations described above. No
Participant shall receive a Bonus Award in excess of $2.0 million for any Plan
Year for which the Participant is subject to IRC Section 162(m). The Committee
may exercise discretion in the determination of the Bonus Awards earned under
the Plan with respect to participants who are not subject to IRC Section 162(m).
2.3 If an officer's participation in the Plan becomes effective after January 1
of a Plan Year, the Committee shall establish a prorated Bonus Range for such
Participant based on the number of full months remaining in the Plan Year after
he or she becomes a Participant. To the extent applicable, the determination of
a prorated Bonus Range shall be consistent with IRC Section 162(m)(4)(C) and the
related regulations described above.
3.1 Except as otherwise determined by the Committee and except with respect to
Participants who have filed deferral elections pursuant to paragraph 4, all
Bonus Awards will be paid in cash as soon as possible following determination of
Bonus Awards by the Committee.
3.2 No Participant will be eligible to receive a Bonus Award for a Plan Year
unless he or she continues to be employed by the Company through February 1 of
the following year except as otherwise determined by the Committee. The
Committee's Bonus Award determination with respect to such participant may be
determined in the same manner as provided in paragraphs 2.1 and 2.2 above.
4. Deferral of Payment
Participants may elect to defer payment in accordance with the Baxter
International Inc. and Subsidiaries Deferred Compensation Plan.