{"id":38804,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-equity-plan-baxter-international-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-equity-plan-baxter-international-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-equity-plan-baxter-international-inc.html","title":{"rendered":"Employee Equity Plan – Baxter International Inc."},"content":{"rendered":"

Baxter International Inc.
\nEquity Plan
\nAdopted as of March 4, 2011<\/strong><\/p>\n

\n

1. Purpose<\/strong><\/p>\n<\/p>\n

This Equity Plan (the “Plan<\/u>“) has been adopted by the Compensation
\nCommittee (the “Committee<\/u>“) of the Board of Directors (the
\n“Board<\/u>“) of Baxter International Inc. (“Baxter<\/u>“).<\/p>\n<\/p>\n

2. Participants<\/strong><\/p>\n<\/p>\n

Participants in this Plan (each a “Participant<\/u>“) shall be select
\nemployees of Baxter or its subsidiaries (the “Company<\/u>“) to whom the
\nCommittee may make awards of Stock Options (each an “Option<\/u>“),
\nPerformance Share Units (each a “PSU”) and Restricted Stock Units (each a
\n“RSU<\/u>“, and together with Options and PSUs, “Awards<\/u>“) under this
\nPlan.<\/p>\n<\/p>\n

3. Awards<\/strong><\/p>\n<\/p>\n

Awards shall be made pursuant to and for the purposes stated in the Company
\nincentive compensation program or plan (the “Program<\/u>“) identified in the
\nindividual grant materials provided to the Participant (the “Grant<\/u>“).
\nSuch Grant materials consist of a communication letter to Participants notifying
\nthem of their Awards and may include alternative terms with respect to vesting,
\nin which case the vesting terms in the Grant communication letter shall govern.
\nAll Awards granted hereunder shall be subject to the Company153s Incentive
\nCompensation Recoupment Policy or Executive Compensation Recoupment Policy, as
\napplicable. Each Award shall be granted as of the date approved and as provided
\nin the Grant, or for eligible French employees as soon thereafter as practicable
\npursuant to applicable French law (as provided in the attached French Addendum
\nwhich shall govern such Awards) (the “Grant Date<\/u>“). Each Award shall be
\ngranted as of the date approved and as provided in the Grant (the “Grant
\nDate<\/u>“). The purchase price for each share of Common Stock subject to an
\nOption shall be the Fair Market Value of a share of Common Stock on the Grant
\nDate. The terms of each Award will be as set forth in this Plan. Unless
\notherwise indicated, terms defined in the Program shall have the same meaning in
\nthese terms and conditions. Options are not intended to qualify as Incentive
\nStock Options within the meaning of section 422 of the United States Internal
\nRevenue Code, as amended (the “Code<\/u>“).<\/p>\n<\/p>\n

4. Options<\/strong><\/p>\n<\/p>\n

4.1. <\/strong>Except for Options granted to employees of the
\nCompany153s subsidiaries in France, Options shall become exercisable as follows:
\n(i) one-third on the first anniversary of the Grant Date, (ii) one-third on the
\nsecond anniversary of the Grant Date, and (iii) the remainder on the third
\nanniversary of the Grant Date. Options granted to employees of the Company153s
\nsubsidiaries in France shall become exercisable on the fourth anniversary of the
\nGrant Date. If Options would become exercisable on a date that is not a business
\nday, they will become exercisable on the next business day. A business day is
\nany day on which the Company153s Common Stock is traded on the New York Stock
\nExchange. After Options become exercisable (in each case, in whole or in part)
\nand until they expire, the Options may be exercised in whole<\/p>\n<\/p>\n

or in part, in the manner specified by the Committee. Under no circumstances
\nmay Options be exercised after they have expired. Shares of Common Stock may be
\nused to pay the purchase price for shares of Common Stock to be acquired upon
\nexercise of Options or fulfill any tax withholding obligation, subject to any
\nrequirements or restrictions specified by the Committee.<\/p>\n

4.2. <\/strong>If a Participant153s employment with the Company
\nterminates before the Participant153s Options becomes exercisable, the Options
\nwill expire when the Participant153s employment with the Company terminates,
\nexcept (i) in connection with a Qualifying Retirement or death or disability
\n(each as outlined below) or (ii) if the Participant is rehired by the Company
\nwithin ninety days of termination, in which case the Participant shall be
\nconstrued to have been continuously employed by the Company for purposes of
\nvesting and exercise.<\/p>\n

4.3. <\/strong>If a Participant153s employment with the Company
\nterminates after the Participant153s Options become exercisable, the Options will
\nnot expire immediately but will remain exercisable. Subject to Section 4.6, and
\nexcept in the event of a Qualifying Retirement (as provided in Section 4.4), the
\nOptions will expire ninety days after the Participant153s employment with the
\nCompany terminates. If the Participant dies or becomes disabled during the
\nninety-day period, the Options will expire on the first anniversary of the
\ntermination date.<\/p>\n

4.4. <\/strong>If the employment of a Participant who is at least 65
\nyears of age, or at least 55 years of age with at least 10 years of employment
\nwith the Company, is terminated other than for Cause or by reason of the
\nParticipant153s death or disability (a “Qualifying Retirement<\/u>“) then (i) if
\nthe date of such termination is after the calendar year of the Grant Date, the
\nOptions shall continue to vest as provided in Section 4.1, or (ii) if the date
\nof such termination is in the calendar year of the Grant Date, a portion of the
\nOptions shall continue to vest as provided in Section 4.1, which portion shall
\nbe determined as follows: (# shares covered by Option award) * (# of months
\nworked in that year, rounded to nearest whole month) \/ 12. Subject to Section
\n4.6, the Participant153s Options (whether vesting pursuant to (i) or (ii) or
\npreviously vested) shall expire on the fifth anniversary of the termination
\ndate.<\/p>\n

4.5. <\/strong>If the employment of a Participant is terminated due to
\ndeath or disability, then (i) if the date of such termination is after the
\ncalendar year of the Grant Date, the Options shall vest immediately, or (ii) if
\nthe date of such termination is in the calendar year of the Grant Date, a
\nportion of the Options shall vest immediately, which portion shall be determined
\nas follows: (# shares covered by Option award) * (# of months worked in that
\nyear, rounded to nearest whole month) \/ 12. Subject to Section 4.6, such Options
\nwill expire on the first anniversary of the termination date.<\/p>\n

4.6. <\/strong>Options that have not previously expired will expire at
\nthe close of business on the tenth anniversary of the Grant Date; provided,
\nhowever, that Options granted to employees residing in Switzerland on the Grant
\nDate shall expire on the eleventh anniversary of the Grant Date. If Options
\nwould expire on a date that is not a business day, they will expire at the close
\nof business on the last business day preceding that date. A business day is any
\nday on which the Common Stock is traded on the New York Stock Exchange.<\/p>\n

\n

4.7. <\/strong>Except as the Committee may otherwise provide, Options
\nmay only be exercised by the Participant, the Participant153s legal
\nrepresentative, or a person to whom the Participant153s rights in the Options are
\ntransferred by will or the laws of descent and distribution.<\/p>\n

4.8. <\/strong>A transfer of employment within the Company will not
\nconstitute a termination of employment within the meaning of the Plan.<\/p>\n

4.9. <\/strong>A transfer of employment to a company that assumes an
\nOption or issues a substitute option in a transaction to which Section 424 of
\nthe Code applies will not constitute a termination of employment within the
\nmeaning of the Plan.<\/p>\n

4.10. <\/strong>Except to the extent that it would cause the Option to
\nbe subject to Section 409(A) of the Code, the Committee may, in its sole
\ndiscretion and without receiving permission from any Participant, substitute
\nstock appreciation rights (“SARs<\/u>“) for any or all outstanding Options.
\nUpon the grant of substitute SARs, the related Options replaced by the
\nsubstitute SARs shall be cancelled. The grant price of the substitute SARs shall
\nbe equal to the Option Price of the related Options, the term of the substitute
\nSARs shall not exceed the term of the related Options, and the terms and
\nconditions applicable to the substitute SARs shall otherwise be substantially
\nthe same as those applicable to the related Options replaced by the substitute
\nSARs. Upon exercise, the SARs will be settled in Common Stock.<\/p>\n

5. Performance Share Units<\/strong><\/p>\n

5.1. <\/strong>The PSUs will be earned based on the rank of Baxter153s
\ngrowth in shareholder value (“GSV<\/u>“) relative to the GSV of companies in
\nthe healthcare peer group selected by the Committee. GSV will be measured over a
\nthree-year period beginning with the first day of the calendar year of the Grant
\nDate and ending on the last day of the third calendar year (the “Performance
\nPeriod<\/u>“).<\/p>\n

The PSUs will pay out in shares of Common Stock in a range of 0% to 200% of
\nthe number of PSUs awarded to the Participant as follows:<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Baxter Rank<\/p>\n<\/td>\n

<\/td>\n\n

Percentage of Target Grant Earned<\/p>\n<\/td>\n<\/tr>\n

\n

85th percentile of peer group or above<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

200<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

75th percentile<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

150<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

60th percentile<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

100<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

25th percentile<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Below 25th percentile<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The PSUs will pay out linearly between each set of data points. GSV will be
\nmeasured based on the average closing stock prices over the last twenty days of
\nthe Performance Period (plus reinvested dividends) divided by average closing
\nstock prices over the twenty trading days prior to the beginning of the
\nPerformance Period.<\/p>\n

Following the end of the Performance Period, the Committee shall determine
\nthe payout, which determination shall be final and binding. Shares of Common
\nStock earned will be delivered or otherwise made available to the Participant as
\nsoon as practical after the Committee makes its determination but not later than
\nthe March 15 after the end of the Performance Period. PSUs will<\/p>\n

only be settled in shares of Common Stock. Any other settlement modality
\nshall be considered an exception, which would have to be approved separately by
\nthe Committee.<\/p>\n

5.2. <\/strong>If a Participant153s employment with the Company
\nterminates before the end of the Performance Period, any unvested PSUs shall be
\nforfeited on the effective date of termination, except (i) in connection with a
\nQualifying Retirement or death or disability (each as outlined below), or (ii)
\nif the Participant is rehired by the Company within ninety days of termination,
\nin which case the Participant shall be construed to have been continuously
\nemployed by the Company for purposes of vesting.<\/p>\n

5.3. <\/strong>If the employment of a Participant terminates in a
\nQualifying Retirement then (i) if the date of such termination is after the
\ncalendar year of the Grant Date, the PSUs will remain eligible for payout at the
\nend of the Performance Period on the terms provided in Section 5.1, or (ii) if
\nthe date of such termination is in the calendar year of the Grant Date a portion
\nof the PSUs shall remain eligible for payout at the end of the Performance
\nPeriod on the terms provided in Section 5.1, which portion shall be determined
\nas follows: (# PSUs awarded) * (# of months worked in that year, rounded to
\nnearest whole month) \/ 12.<\/p>\n

5.4. <\/strong>If the employment with the Company of a Participant is
\nterminated due to death or disability, the PSUs shall vest as follows: (i) if
\nthe date of such termination is after the calendar year of the Grant Date, the
\nPSUs shall pay out within sixty days at 100% of the Target Grant (as depicted in
\nthe table in Section 5.1.), or (ii) if the date of such termination is in the
\ncalendar year of the Grant Date a portion of the PSUs shall pay out as provided
\nin (i), which portion shall be determined as follows: (# PSUs awarded) * (# of
\nmonths worked in that year, rounded to nearest whole month) \/ 12.<\/p>\n

5.5. <\/strong>The PSUs shall not be transferable and may not be sold,
\nassigned, pledged, hypothecated or otherwise encumbered.<\/p>\n

5.6. <\/strong>A transfer of employment within the Company will not
\nconstitute a termination of employment within the meaning of the Plan.<\/p>\n

5.7. <\/strong>Until the shares of Common Stock have been delivered or
\notherwise made available as provided in Section 5.1, the Participant shall not
\nbe treated as a shareholder as to those shares of Common Stock relating to the
\nPSUs. Notwithstanding the foregoing, the Participant shall be permitted to
\nreceive additional PSUs with respect to the PSUs based upon the dividends and
\ndistributions paid on shares of Common Stock to the same extent as if each PSU
\nwere a share of Common Stock (without adjustment prior to vesting for payment
\nlevels set forth in the table in Section 5.1), which additional PSUs shall be
\ndetermined in amount and value in the Company153s discretion and shall be
\ndelivered or made available at the same time and to the same extent as the PSUs
\nto which they relate or as otherwise determined by the Company.<\/p>\n

6. Restricted Stock Units<\/strong><\/p>\n

6.1. <\/strong>Except for RSUs granted to the employees of the
\nCompany153s subsidiaries in France, RSUs are subject to being earned and vested as
\nfollows: (i) one-third on the first anniversary of the Grant Date, (ii)
\none-third on the second anniversary of the Grant Date, and (iii) the remainder
\non the third anniversary of the Grant Date (as applicable, the “Vesting
\nDate<\/u>“). RSUs granted to<\/p>\n

\n

the employees of the Company153s subsidiaries in France are subject to being
\nearned and vested on the second anniversary of the Grant Date in accordance with
\nthe attached French Addendum. If RSUs would become earned and vested on a date
\nthat is not a business day, the next business day shall be the Vesting Date. The
\nCompany will deliver or otherwise make available to the Participant within
\n21<\/sup>\/2 months following the applicable Vesting Date one share of Common
\nStock for each RSU that vests. RSUs will only be settled in shares of Common
\nStock. Any other settlement method would be considered an exception and would
\nhave to be approved separately by the Committee.<\/p>\n

6.2. <\/strong>If a Participant153s employment with the Company
\nterminates before an RSU Vesting Date, the RSU will be forfeited when the
\nParticipant153s employment with the Company terminates, except (i) in connection
\nwith a Qualifying Retirement or death or disability (each as outlined below), or
\n(ii) if the Participant is rehired by the Company within ninety days of
\ntermination, in which case the Participant shall be construed to have been
\ncontinuously employed by the Company for purposes of vesting and payout.<\/p>\n

6.3. <\/strong>If the employment of a Participant terminates in a
\nQualifying Retirement then (i) if the date of such termination is after the
\ncalendar year of the Grant Date, the RSUs will remain eligible for payout on the
\nterms provided in Section 6.1, or (ii) if the date of such termination is in the
\ncalendar year of the Grant Date a portion of the RSUs shall remain eligible for
\npayout on the terms provided in Section 6.1, which portion shall be determined
\nas follows: (# RSUs awarded) * (# of months worked in that year, rounded to
\nnearest whole month) \/ 12.<\/p>\n

6.4. <\/strong>If the employment with the Company of a Participant is
\nterminated due to death or disability, the RSUs shall vest as follows: (i) if
\nthe date of such termination is after the calendar year of the Grant Date, all
\nthe RSUs shall pay out within sixty days, or (ii) if the date of such
\ntermination is in the calendar year of the Grant Date a portion of the RSUs
\nshall pay out as provided in (i), which portion shall be determined as follows:
\n(# RSUs awarded) * (# of months worked in that year, rounded to nearest whole
\nmonth) \/ 12.<\/p>\n

6.5. <\/strong>The RSUs shall not be transferable and may not be sold,
\nassigned, pledged, hypothecated or otherwise encumbered.<\/p>\n

6.6. <\/strong>A transfer of employment within the Company will not
\nconstitute a termination of employment within the meaning of the Plan.<\/p>\n

6.7. <\/strong>Until the shares of Common Stock have been delivered or
\notherwise made available as provided in Section 6.1, the Participant shall not
\nbe treated as a shareholder as to those shares of Common Stock relating to the
\nRSUs. Notwithstanding the foregoing, the Participant shall be permitted to
\nreceive additional RSUs with respect to the RSUs based upon the dividends and
\ndistributions paid on shares of Common Stock to the same extent as if each RSU
\nwere a share of Common Stock, which additional RSUs shall be delivered or made
\navailable at the same time and to the same extent as the RSUs to which they
\nrelate or as otherwise determined by the Company.<\/p>\n

\n

7. Change in Control<\/strong><\/p>\n

Notwithstanding any other provision of the Program or this Plan (and in lieu
\nof vesting at the times otherwise provided in the Program), if the termination
\nof employment of a Participant occurs upon or within twenty-four (24) months
\nfollowing a Change in Control by reason of (a) termination by the Company for
\nreasons other than for Cause or (b) termination by the Participant for Good
\nReason, then (i) all Awards shall become immediately vested and exercisable, and
\n(ii) in the case of PSUs, all performance targets shall be deemed to be met at
\n100% of the Target Grant (consistent with the table in Section 5.1), as may be
\nequitably increased in the discretion of the Committee to reflect actual
\nperformance through the date of the Change in Control.<\/p>\n

\n

8. Additional Definitions<\/strong><\/p>\n

For purposes of the Plan, the following capitalized terms shall have the
\nmeanings provided below.<\/p>\n

“Affiliate<\/u>” shall have the meaning set forth in Rule 12b-2 promulgated
\nunder Section 12 of the Securities Exchange Act of 1934, as amended.<\/p>\n

“Cause<\/u>” means (i) the willful and continued failure by the Participant
\nto substantially perform his duties with the Company that has not been cured
\nwithin 30 days after written demand for substantial performance is delivered by
\nthe Company, which demand specifically identifies the manner in which the
\nParticipant has not substantially performed (other than any such failure
\nresulting from the Participant153s incapacity due to physical or mental illness),
\n(ii) the willful engaging by the Participant in conduct which is demonstrably
\nand materially injurious to the Company, monetarily or otherwise, or (iii) the
\nengaging by the Participant in egregious misconduct involving serious moral
\nturpitude, determined in the reasonable judgment of the Committee. For purposes
\nhereof, no act, or failure to act, on the Participant153s part shall be deemed
\n“willful” unless done, or omitted to be done, by the Participant not in good
\nfaith and without reasonable belief that such action was in the best interest of
\nthe Company. Notwithstanding the foregoing, if a Participant is a party to a
\nChange in Control Agreement, “Cause” with respect to such Participant shall have
\nthe meaning given to such term in the Change in Control Agreement.<\/p>\n

“Change in Control<\/u>” means the first to occur of any of the following:
\n(i) any Person is or becomes the beneficial owner (as defined in Rule 13d-3
\nunder the Exchange Act), directly or indirectly, of securities of Baxter (not
\nincluding in the securities beneficially owned by such Person any securities
\nacquired directly from the Company or its Affiliates) representing 30% or more
\nof the combined voting power of Baxter153s then outstanding securities, excluding
\nany Person who becomes such a beneficial owner in connection with a merger or
\nconsolidation of Baxter or any direct or indirect subsidiary of Baxter with any
\nother corporation immediately following which the individuals who comprise the
\nBoard immediately prior thereto constitute at least a majority of the board of
\ndirectors of (A) any parent of Baxter or the entity surviving such merger or
\nconsolidation or (B) if there is no such parent, of Baxter or such surviving
\nentity; (ii) the following individuals cease for any reason to constitute a
\nmajority of the number of directors then serving: individuals who, on the Grant
\nDate, constitute the Board and any new director (other than a director whose
\ninitial assumption of office is in connection with an actual or threatened
\nelection contest, including but not limited to a consent solicitation, relating
\nto the election of directors of Baxter) whose appointment or election by the
\nBoard or nomination for election by Baxter153s shareholders was approved or
\nrecommended by a vote of at least two-thirds (2\/3) of the directors then still
\nin office who either were directors on the Grant Date or whose appointment,
\nelection or nomination for election was previously so approved or recommended;
\n(iii) there is consummated a merger or consolidation of Baxter or any direct or
\nindirect subsidiary of Baxter with any other corporation or other entity, other
\nthan a merger or consolidation immediately following which the individuals who
\ncomprise the Board immediately prior thereto constitute at least a majority of
\nthe board of directors of (A) any parent of Baxter or the entity surviving such
\nmerger or consolidation or (B) if there is no such parent, of Baxter or such
\nsurviving entity; or (iv) the shareholders of Baxter approve a plan of complete
\nliquidation<\/p>\n

\n

or dissolution of Baxter or there is consummated an agreement for the sale or
\ndisposition by Baxter of all or substantially all of Baxter153s assets, other than
\na sale or disposition by Baxter of all or substantially all of Baxter153s assets
\nimmediately following which the individuals who comprise the Board immediately
\nprior thereto constitute at least a majority of the board of directors of (A)
\nany parent of Baxter or of the entity to which such assets are sold or disposed
\nor (B) if there is no such parent, of Baxter or such entity.<\/p>\n

“Change in Control Agreement<\/u>” means an employment agreement, change in
\ncontrol agreement or plan, severance agreement or plan, or other agreement
\nbetween the Company and a Participant or Company plan covering a Participant
\nthat provides for benefits upon termination for good reason or cause in
\nconnection with a change in control of Baxter and that has been approved by the
\nBoard or the Committee.<\/p>\n

“Good Reason<\/u>” means the occurrence (without the Participant153s express
\nwritten consent) of any of the following which occur on or after a Change in
\nControl: (i) reduction by the Company in the Participant153s annual base salary as
\nin effect on the Grant Date or as the same may be increased from time to time;
\n(ii) the relocation of the Participant153s principal place of employment to a
\nlocation more than fifty (50) miles from the Participant153s principal place of
\nemployment immediately prior to the Change in Control or the Company153s requiring
\nthe Participant to be based anywhere other than such principal place of
\nemployment (or permitted relocation thereof) except for required travel on the
\nCompany153s business to an extent substantially consistent with the Participant153s
\nbusiness travel obligations as in effect immediately prior to the Change in
\nControl; or (iii) the failure by the Company to pay to the Participant any
\nportion of the Participant153s current compensation or to pay to the Participant
\nany portion of an installment of deferred compensation under any deferred
\ncompensation program of the Company, within seven (7) days of the date such
\ncompensation is due. Notwithstanding the foregoing, if a Participant is a party
\nto a Change in Control Agreement, “Good Reason” with respect to such Participant
\nshall have the meaning given to such term in the Change in Control Agreement.\n<\/p>\n

“Person<\/u>” shall have the meaning given in Section 3(a)(9) of the
\nSecurities Exchange Act of 1934, as amended, as modified and used in Sections
\n13(d) and 14(d) thereof, except that such term shall not include (i) Baxter or
\nany of its subsidiaries, (ii) a trustee or other fiduciary holding securities
\nunder an employee benefit plan of Baxter or any of its Affiliates, (iii) an
\nunderwriter temporarily holding securities pursuant to an offering of such
\nsecurities, or (iv) a corporation owned, directly or indirectly, by the
\nshareholders of Baxter in substantially the same proportions as their ownership
\nof stock of Baxter.<\/p>\n

9. Withholding<\/strong><\/p>\n

Except as otherwise provided by the Committee, all Awards (including the
\npayout of Awards) under the Plan are subject to withholding of all applicable
\ntaxes, which withholding obligations may be satisfied, with the consent of the
\nCommittee, through the surrender of shares of Company Common Stock that the
\nParticipant already owns or to which a Participant is otherwise entitled under
\nthe Plan; provided, however, with the consent of the Committee, previously-owned
\nShares that have been held by the Participant or Shares to which the Participant
\nis entitled under the Plan may only be used to satisfy the minimum tax
\nwithholding required by applicable law (or other rates that will not have a
\nnegative accounting impact).<\/p>\n

\n

10. Program Controls<\/strong><\/p>\n

Except as specifically provided in the Plan, in the event of any
\ninconsistency between the Plan and the Program, the Program will control, but
\nonly to the extent such Program provisions will not violate the provisions of
\nsection 409A of the Code.<\/p>\n

\n

BAXTER INTERNATIONAL INC.
\nFrench Addendum To 2011 Equity Plan
\nAdopted as of March 4, 2011<\/strong><\/p>\n

1. PURPOSES OF THIS ADDENDUM<\/strong><\/p>\n

The Baxter International Inc. 2007 Incentive Plan (the “Program<\/u>“) was
\nadopted by the Board of the Company on February 13, 2007 and approved by the
\nshareholders of the Company on May 1, 2007 for the benefit of employees,
\nofficers and directors, of the Company and its Affiliates, including its French
\nsubsidiary(ies).<\/p>\n

This Addendum (the “Addendum<\/u>“) approved on March 4, 2011, sets out the
\nterms for French Qualified Stock Options and French Qualified Free Shares
\ngranted jointly under the 2007 Incentive Plan (the “Program<\/u>“) and the
\nEquity Plan (the “Plan<\/u>“) adopted as of March 4, 2011 by Baxter
\nInternational Inc. (the “Company<\/u>“) to Eligible Participants, residents in
\nFrance, or otherwise selected by the Committee for participation under this
\nAddendum. This Addendum is adopted in accordance with Sections 3
\n“Administration” and 9 “Amendment and Termination” of the Program to benefit
\nfrom the specific tax and social security treatment applicable in France to
\nQualified Option Awards and Qualified Free Share Awards.<\/p>\n

For the avoidance of doubt, the present Addendum is not applicable to awards
\npaid in cash and to awards of Performance Shares, Restricted Shares, Performance
\nUnits, Cash Incentive Awards or Stock Appreciation Rights. Consequently,
\ndispositions of the Program and\/or the Plans applicable to these are not
\napplicable to Awards made further to the present Addendum.<\/p>\n

The rules contained in the Program and the Plans will apply to Awards made
\nunder this Addendum, unless specifically stated otherwise. The terms and
\nconditions of the present Addendum are identical to the Plan except as provided
\nbelow. Words and expressions used in this Addendum and not defined herein shall
\nhave the same meaning as those words and expressions used in the Program and
\nPlans. The additional terms and conditions in this Addendum are to be read in
\nconjunction with the Program and Plans.<\/p>\n

To the extent that the Program and the Plans contradict the provisions set
\nforth hereinafter, the Addendum provisions shall prevail. In addition, to the
\nextent that the terms and conditions specified in the applicable grant
\ncommunication letter contradict the provisions set forth hereinafter, the
\nAddendum provisions shall prevail.<\/p>\n

2. OPTION AWARDS<\/strong><\/p>\n

2.1. General<\/strong><\/p>\n

The Addendum contains the term of “Qualified Stock Option” which refers to
\nthe awards of Options granted as per Section 6 of the Program jointly with
\nSection 4 of the Equity Plan in accordance with articles L.225-177 to L.225-185
\nof the French Commercial Code. Consequently, the terms “Stock Option”,
\n“Options”, “Qualified Stock Option Awards” and “Option Award” herein shall be
\nconstrued and interpreted accordingly.<\/p>\n

\n

2.2. Grant of Options<\/strong><\/p>\n

Notwithstanding the provisions of the Plan, the following rules shall apply
\nto Options Awards granted under this Addendum.<\/p>\n

In no event shall the number of shares of Common Stock subject to outstanding
\nunexercised Options granted pursuant to this Addendum give right to subscribe
\nshares exceeding one-third (1\/3) of the Company153s share capital. The total
\nnumber of shares of Common Stock that may be granted to Participants under this
\nAddendum shall not exceed 10% of the Granting Company153s share capital at Grant
\nDate, when Options are over existing shares. Outstanding unvested Full Value
\nAwards shall be treated as shares of Common Stock in order to determine the
\nthreshold of 10% of the granting Company153s share capital.<\/p>\n

If an Option provides a right to acquired already existing shares \/ treasury
\nshares, the Company shall procure sufficient shares to satisfy the Exercise of
\nsuch Option at least one day prior to the Participant153s having the right to
\nExercise such Option. Shares acquired by the Participant upon Option Exercise
\nshall be registered in the name of the Participant or held in an identifiable
\naccount. Participants will have the voting and dividend rights attached to the
\nShares acquired upon Exercise Date as of that date. Upon Exercise, no cash
\nreplacement of shares of Common Stock is allowed.<\/p>\n

Any market repurchased shares of Common Stock to be delivered to Eligible
\nIndividuals upon exercise of Awards granted hereunder shall be acquired by the
\nCompany at least one (1) day before the applicable vesting date. The Vesting
\nDate designates the date upon which options, in full or in part, become
\nexercisable by the Participant.<\/p>\n

2.3. Grant Date<\/strong><\/p>\n

No Options may be granted under this Addendum: (a) before the end of a period
\nof twenty (20) trading days following (i) a dividend record date for any
\ndividend or (ii) an agreement by the shareholders of the Company to increase the
\nissued share capital of the Company; (b) within a period of ten (10) trading
\ndays before and after the publication of consolidated accounting results of the
\nCompany (e.g., the filing of an Annual Report on Form 10-K); or (c) within a
\nperiod beginning with the date upon which the Company153s executive officers
\nbecome aware of any nonpublic information that, if it were to become publicly
\nknown, would reasonably be expected to affect the value of the Company153s shares
\nof Common Stock and ending ten (10) trading days after that information has been
\npublicized.<\/p>\n

The Grant Date shall be the date upon which the Committee approves grants to
\nEligible Individuals or as soon thereafter as possible, ensuring that the above
\ndispositions are respected. The Grant date shall be stated in the grant
\ndocumentation letter.<\/p>\n

2.4. Eligible Individuals<\/strong><\/p>\n

Notwithstanding the provisions of Sections 2(k) and 4 of the Plan, Section 2
\nof the Equity Plan, Options may only be granted under this Addendum to Eligible
\nIndividuals. No Option Award may be made to Eligible Individuals holding more
\nthan ten percent (10%) of the issued share capital in the Company.<\/p>\n

\n

2.5. Option Price<\/strong><\/p>\n

The Option Price shall be the greatest of: (a) the Fair Market Value of a
\nshare of Common Stock on the Grant Date; (b) eighty percent (80%) of the average
\nopening price of a share of Common Stock over the twenty (20) trading days
\npreceding Grant Date; (c) if treasury shares are used to satisfy exercise of the
\nOptions, eighty percent (80%) of the average repurchase price per share paid by
\nthe Company for such treasury shares. The Option Price is stated in the grant
\ndocumentation letter and is fixed on the Grant Date.<\/p>\n

2.6. Adjustment to Option Price<\/strong><\/p>\n

The number of Options and the Option Price for grants made pursuant to this
\nAddendum may be adjusted in connection with changes in capital operations
\ndescribed in article L.225-181 of the French Commercial Code so that economic
\nrights are maintained.<\/p>\n

2.7. Vesting and Exercise of Options<\/strong><\/p>\n

Options granted pursuant to this Addendum shall first become exercisable on
\nthe fourth (4th) anniversary of the Grant Date. In case of earlier exercise of
\nOptions further notably to Change of Control or Termination of Employment, the
\nCommittee may, upon discretionary decision, impose a share sale restriction to
\nthe Participant until the fourth anniversary of grant to secure eligibility to
\nthe French stock-option regime.<\/p>\n

2.8. Termination of Employment<\/strong><\/p>\n

Notwithstanding anything to the contrary, no Option may be exercised before
\nthe first anniversary of the Grant Date and shares underlying Options exercised
\nbefore the fourth anniversary of the Grant Date shall be subject to a share sale
\nrestriction until the fourth anniversary of grant. By exception, the Committee
\nmay discretionarily decide that Options may be exercised at an earlier date and
\n\/ or shares sold at an earlier date.<\/p>\n

If a Participant153s employment with the Company terminates after the
\nParticipant153s Options become exercisable, the Options will not expire
\nimmediately but will remain exercisable. Subject to Section 4.6 of the Plans,
\nand except in the event of a Qualifying Retirement, the Options will expire
\nninety days after the Participant153s employment with the Company terminates. If
\nthe Participant dies or becomes disabled during the ninety-day period, the
\nOptions will expire on the first anniversary of the termination date.<\/p>\n

If the employment of a Participant who is at least 65 years of age, or at
\nleast 55 years of age with at least 10 years of employment with the Company, is
\nterminated other than for Cause or by reason of the Participant153s death or
\ndisability (a “Qualifying Retirement<\/u>“) then (i) if the date of such
\ntermination is after the calendar year of the Grant Date, the Options shall
\ncontinue to vest as provided in Section 2.7, or (ii) if the date of such
\ntermination is in the calendar year of the Grant Date, a portion of the Options
\nshall continue to vest as provided in Section 2.7, which portion shall be
\ndetermined as follows: (# shares covered by Option award) * (# of months worked
\nin that year, rounded to nearest whole month) \/ 12. Subject to Section 4.6 of
\nthe Plans, the Participant153s Options (whether vesting pursuant to (i) or (ii) or
\npreviously vested) shall expire on the fifth anniversary of the termination
\ndate.<\/p>\n

\n

If the employment of a Participant is terminated due to death, all Options
\nshall vest immediately and the shares shall be immediately transferable.<\/p>\n

If the employment of a Participant is terminated due to disability
\ncorresponding to the 2nd or 3rd categories of Article L.341-4 of the French
\nSocial Security Code 1, then (i) if the date of such termination is after the
\ncalendar year of the Grant Date, the Options shall vest immediately, or (ii) if
\nthe date of such termination is in the calendar year of the Grant Date, a
\nportion of the Options shall vest immediately, which portion shall be determined
\nas follows: (# shares covered by Option award) * (# of months worked in that
\nyear, rounded to nearest whole month) \/ 12. Subject to Section 4.6, such Options
\nwill expire on the first anniversary of the termination date. The shares
\nacquired upon option exercise shall be immediately transferable.<\/p>\n

If the employment of a Participant is terminated due to disability other than
\nto the 2nd or 3rd categories of Article L.341-4 of the French Social Security
\nCode, then (i) if the date of such termination is after the calendar year of the
\nGrant Date, the Options shall continue to vest as provided in Section 2.7, or
\n(ii) if the date of such termination is in the calendar year of the Grant Date,
\na portion of the Options shall continue to vest as provided in Section 2.7,
\nwhich portion shall be determined as follows: (# shares covered by Option award)
\n* (# of months worked in that year, rounded to nearest whole month) \/ 12.
\nSubject to Section 4.6, such Options will expire on the first anniversary of the
\ntermination date.<\/p>\n

2.9. Substitution of SARs for Options : Tandem Awards<\/strong><\/p>\n

Neither SARs nor any other incentive may be substituted for Options granted
\npursuant to this Addendum. No tandem awards may be made pursuant to this
\nAddendum.<\/p>\n

3. FULL VALUE AWARDS<\/strong><\/p>\n

3.1. Definitions<\/strong><\/p>\n

“Full Value Award<\/u>” means a grant made by Baxter International Inc. to
\nthe Participant of a right to receive one Share in the future at a nil cost, in
\nthe form of a Restricted Stock Unit. Such grant can be paid exclusively in
\nshares of Common Stock, is awarded respectively in accordance with Section 7 of
\nthe Program, in accordance with Section 5 of the 2011 Annual Equity Plan for
\nRestricted Stock Units, and in accordance with articles L.225-197-1 to
\nL.225-197-6 of the French Commercial Code on Qualified Free Shares Awards. Such
\ngrant cannot be subject to conditions, restrictions and contingencies relating
\nto dividend or dividend equivalent rights and deferred payment or settlement.
\nThe purpose of this Addendum is to ensure that grants over shares of Common
\nStock are in conformity with the applicable French legislation, and are entitled
\nto the corresponding specific French tax and social security treatment. One (1)
\naward gives right to acquire one (1) share subject to satisfaction of applicable
\nconsiderations, contingencies, conditions, restrictions, if any.<\/p>\n

“Grant Date<\/u>” means the date on which the Committee designates the
\nParticipant eligible to receive a Full Value Award further to the present
\nAddendum, and specifies the terms and conditions of such Award, including the
\nmaximum number of underlying shares, the Vesting and Share Sale Restriction
\nPeriods. The Grant Date is stated in the grant communication letter.<\/p>\n

\n

“Vesting Date<\/u>” means the date on which the Participant acquires the
\nshares of Common Stock. The Vesting Date is stated in the grant communication
\nletter.<\/p>\n

3.2. Grant<\/strong><\/p>\n

Notwithstanding the provisions of the Plan, the following rules shall apply
\nto Full Value Awards granted under this Addendum.<\/p>\n

The total number of shares of Common Stock that may be granted to
\nParticipants under this Addendum shall not exceed 10% of the Granting Company153s
\nshare capital at Grant Date. Outstanding unvested Full Value Awards shall be
\ntreated as shares of Common Stock in order to determine the threshold of 10% of
\nthe granting Company153s share capital. Shares of Common Stock of the Company to
\nbe delivered under the Plan may be market repurchased shares (already existing
\nshares) or newly issued shares. For Full Value Awards granted over already
\nexisting shares, corresponding shares shall be repurchased by the Company at
\nleast one day before the applicable Vesting Date.<\/p>\n

A Full Value Award may not be made to employees and\/or Corporate Officers
\nholding more than 10% of the issued share capital in the Company or who, after
\nhaving received shares under a Full Value Award granted hereunder, would hold
\nmore than 10% of the issued share capital in the Company.<\/p>\n

Shares acquired by the Participant upon Vesting Date will be registered in
\nthe name of the Participant or be held in an identifiable account. Participants
\nwill have the voting and dividend rights attached to the Shares acquired upon
\nVesting Date as of that date.<\/p>\n

3.3. Vesting period \/ Performance period<\/strong><\/p>\n

Notwithstanding anything to the contrary, in relation to Full Value Awards,
\nthe Vesting Date shall not be earlier than the second anniversary of the Grant
\nDate, in any circumstances other than in the event of the death of the
\nParticipant or in the event of disability corresponding to the 2nd or 3rd
\ncategories of Article L.341-4 of the French Social Security Code1<\/sup>.\n<\/p>\n

Unless otherwise stated in the grant documentation letter, the Vesting Date
\nfor Restricted Stock Units shall be the second anniversary of the Grant Date.
\nThe Board of Directors or the Committee reserves the right to reduce or modify
\nthe Vesting Date in accordance with and to conform with any amendments to the
\nFrench Tax Code and\/or to the provisions of the French Commercial Code governing
\nQualified Free Shares. By exception, the Board or the Committee may
\ndiscretionarily decide that Vesting Date may occur before the second (2nd)
\nanniversary of the Grant Date.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1<\/sup><\/p>\n<\/td>\n

<\/td>\n\n

For information purposes, please note that<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

–<\/p>\n<\/td>\n

<\/td>\n\n

Second category stands for a disabled person unable to perform any
\nprofessional activity; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

–<\/p>\n<\/td>\n

<\/td>\n\n

Third category stands for a disabled person unable to perform any
\nprofessional activity and requiring third party assistance in order to perform
\neveryday life tasks.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

3.4. Share Sale Restriction Period<\/strong><\/p>\n

As of the Vesting Date, shares of Common Stock acquired pursuant to Full
\nValue Award are subject to a minimum of two (2) year share sale restriction,
\nduring which the shares may not be sold (the “Share Sale Restriction
\nPeriod<\/u>“). If the Participant leaves the employment of the Company or any
\nAffiliate(s), at any time after the Vesting Date, the shares acquired shall not
\nbe freely transferable before the expiration of the Share Sale Restriction
\nPeriod.<\/p>\n

By exception, in the event of the Participant153s death, the heirs shall not be
\nsubject to the Share Sale Restriction Period, the shares being freely
\ntransferable upon the Participant153s death. By exception, notwithstanding any
\nprovision of the Plan and the present Addendum to the contrary, in case of
\ndisability corresponding to the 2nd or 3rd categories of Article L.341-4 of the
\nFrench Social Security Code1, the Participant is entitled to sell the shares
\nprior to the end of the Share Sale Restriction Period, if any.<\/p>\n

For the avoidance of doubt, if the Participant leaves the employment, the
\nCompany or any Affiliate(s), at any time before the term of the Share Sale
\nRestriction Period, due to his\/her Disability other than of second (2nd) or
\nthird (3rd) category as defined in Article L.341-4 of the French Social Security
\nCode1, the Participant shall not be entitled to sale the shares before the
\nsecond (2nd) anniversary of the Vesting Date.<\/p>\n

By exception, the Board or the Committee may discretionarily decide that a
\nParticipant shall not be subject to the Share Sale Restriction Period.<\/p>\n

3.5. Additional Full Value Awards<\/strong><\/p>\n

Notwithstanding anything to the contrary in the Program or the Plans, the
\nParticipant shall not be permitted to receive additional Full Value Awards with
\nrespect to the Restricted Stock Units based upon the dividends and distributions
\npaid on shares of Common Stock as if each Restricted Stock Unit was a share of
\nCommon Stock.<\/p>\n

3.6. Termination of Employment<\/strong><\/p>\n

Notwithstanding anything to the contrary in the Program or the Plans, in case
\nof Participant153s death, his\/her heirs may request the acquisition of the
\nunvested Restricted Stock Units within six (6) months following this event.<\/p>\n

By exception, if the Participant ceases his employment within the Company or
\nany Affiliate(s) due to his disability corresponding to the 2nd or 3rd
\ncategories of Article L.341-4 of the French Social Security Code1<\/sup>,
\nthe Award shall vest as follows: (i) if the date of such termination is after
\nthe calendar year of the Grant Date, all the RSUs shall pay out within sixty
\ndays, or (ii) if the date of such termination is in the calendar year of the
\nGrant Date a portion of the RSUs shall pay out as provided in (i), which portion
\nshall be determined as follows: (# RSUs awarded) * (# of months worked in that
\nyear, rounded to nearest whole month) \/ 12.<\/p>\n

Notwithstanding anything to the contrary, if the employment with the Company
\nor any Affiliate(s) is terminated due to disability other than of second (2nd)
\nor third (3rd) category as defined in Article L.341-4 of the French Social
\nSecurity Code, (i) if the date of such termination<\/p>\n

\n

is after the calendar year of the Grant Date, the RSUs will remain eligible
\nfor payout on the terms provided in Section 3.3, or (ii) if the date of such
\ntermination is in the calendar year of the Grant Date a portion of the RSUs
\nshall remain eligible for payout on the terms provided in Section 3.3, which
\nportion shall be determined as follows: (# RSUs awarded) * (# of months worked
\nin that year, rounded to nearest whole month) \/ 12.<\/p>\n

Notwithstanding anything to the contrary, if the employment with the Company
\nor any Affiliate(s) is terminated due to Qualified Retirement, (i) if the date
\nof such termination is after the calendar year of the Grant Date, the RSUs will
\nremain eligible for payout on the terms provided in Section 3.3, or (ii) if the
\ndate of such termination is in the calendar year of the Grant Date a portion of
\nthe RSUs shall remain eligible for payout on the terms provided in Section 3.3,
\nwhich portion shall be determined as follows: (# RSUs awarded) * (# of months
\nworked in that year, rounded to nearest whole month) \/ 12.<\/p>\n

4. Non-Transferability of Awards<\/strong><\/p>\n

No Award granted under the Plan shall be transferable other than by will or
\nthe law of descent and distribution.<\/p>\n

4.1. Change in Control<\/strong><\/p>\n

When a tax favourable treatment may be available further to French
\nlegislation (article 163 bis C-1 bis of the French Tax Code), the Committee,
\nupon discretionary decision, may give the choice to French participants, but has
\nno obligation to. When the Company decides to exchange shares with no cash
\nconsideration, pursuant to applicable French legal and tax rules and notably,
\narticle L.225-197-1 \u00a7 III of the French Commercial Code (as amended), then the
\ndispositions of the Plan as well as the periods of Vesting and Share Sale
\nRestriction will remain applicable to shares or rights received in exchange.\n<\/p>\n

5. Tax Withholding<\/strong><\/p>\n

Notwithstanding any provision to the contrary, no shares of Common Stock may
\nbe used to satisfy any social security or tax withholding due for Awards granted
\nfurther to the present Addendum.<\/p>\n

The Company or its Affiliates shall have the right to require payment from a
\nParticipant to cover any applicable withholding or other employment taxes due
\nwith respect to Awards granted hereunder or shall have the right to deduct any
\napplicable withholding or other employment taxes due from other compensation
\nincome paid to the Participant.<\/p>\n

6. Amendment, Modifications to this Addendum.<\/strong><\/p>\n

No modification can be made to this Addendum, or to outstanding Awards
\ngranted hereunder, which is disadvantageous to the Participant or which is in
\ncontradiction to the French Commercial Code and French Tax Code provisions,
\nunless the modification is the result of a new law or regulation or any other
\nobligatory disposition or ruling applied to the Company or any other Subsidiary,
\nhaving legal, fiscal or social implications.<\/p>\n

\n

The terms of this Addendum shall be interpreted in accordance with the
\nrelevant provisions set forth by French tax and social laws, as well as the
\nregulations issued by the French tax and social administrations.<\/p>\n

In the event of any conflict between the provisions of this Addendum and the
\nPlan, the provisions of the Addendum shall prevail for any Awards made to
\nParticipants under this Addendum.<\/p>\n

7. Additional Definitions<\/strong><\/p>\n

“Affiliate<\/u>” means any entity:<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

in which the Company holds, directly or indirectly, at least 10% of the
\nvoting rights and \/ or equity;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

that holds, directly or indirectly, at least 10% of the voting rights and \/
\nor equity in the Company;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

in which at least 50% of the equity or voting rights are held, directly or
\nindirectly, by a company which itself holds at least 50% of the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“<\/strong>Company<\/u>” means Baxter International Inc., a Delaware
\ncorporation.<\/p>\n

“Corporate Officers<\/u>” mean “Pr sident du Conseil d153Administration”
\n(Chairman of the Board); “Directeur G n ral” (Managing Director); “Directeurs
\nG n raux D l gu s” (Delegated Managing Directors); Members of the “Directoire”;
\n“G rant” of a “Soci t en Commandite par Actions”; “Pr sident” (if a private
\nindividual) d153une Soci t par Actions Simplifi e”.<\/p>\n

“Eligible Individual<\/u>” means any employee with a valid employment
\ncontract (“contrat de travail”) at Grant Date, and\/or Corporate Officer with or
\nwithout an employment contract with the Company or Affiliate(s). For the
\navoidance of doubt, officers and directors of the Company, or of Affiliate(s),
\nare eligible Participants if they have a valid employment contract with one of
\nthese entities, or if they are Corporate Officers. Awards cannot be granted
\nunder this Addendum to non-employee members of a “Conseil d153Administration” (the
\nBoard), to consultant, to independent agent of the Company or Affiliate(s).<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6866],"corporate_contracts_industries":[9436],"corporate_contracts_types":[9539,9545],"class_list":["post-38804","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-baxter-international-inc","corporate_contracts_industries-health__instruments","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38804","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38804"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38804"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38804"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38804"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}