{"id":40136,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/non-employee-director-compensation-plan-baxter-international.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-employee-director-compensation-plan-baxter-international","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/non-employee-director-compensation-plan-baxter-international.html","title":{"rendered":"Non-Employee Director Compensation Plan – Baxter International Inc."},"content":{"rendered":"

BAXTER INTERNATIONAL INC.
\nNon-Employee Director Compensation Plan<\/strong><\/p>\n

\n

(As amended and restated effective January 1, 2009)<\/p>\n

\n

Terms and Conditions<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

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

<\/td>\n\n

Purpose<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n

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

This Non-Employee Director Compensation Plan (the “Plan”) is adopted by the
\nBoard of Directors (the “Board”) of Baxter International Inc. (“Baxter”). This
\nPlan is adopted pursuant to the Baxter International Inc. 2003 Incentive
\nCompensation Program (the “Program”), for the purposes stated in the Program.
\nCapitalized terms defined in the Program that are used without being defined in
\nthe Plan will have the same meaning as in the Program.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

Participants<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n

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

Each member of the Board who is not an employee of Baxter or any of its
\nsubsidiaries shall participate in the Plan (a “Participant”).<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

Restricted Stock Units<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

3.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

On the date of Baxter153s annual meeting of stockholders (the “Annual Meeting”)
\nin each year beginning with the Annual Meeting held in May 2007, and subject to
\navailability of shares of Common Stock under the Program, each Participant upon
\ncompletion of the Annual Meeting shall, automatically and without necessity of
\nany action by the Board or any committee thereof, receive the number of
\nRestricted Stock Units equal to the quotient of (A) $65,000 divided by (B) the
\nFair Market Value of a share of Common Stock on the date of grant (rounded to
\nthe nearest whole number which is a multiple of ten) (the “Annual Restricted
\nStock Unit Grant Amount”).<\/p>\n<\/td>\n<\/tr>\n

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

3.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Each Participant elected or appointed on a date other than the date of an
\nAnnual Meeting shall, on the date of such election or appointment and
\nautomatically and without necessity of any action by the Board or any committee
\nthereof, receive the number of Restricted Stock Units equal to the product of
\n(A) the Annual Restricted Stock Unit Grant Amount (as defined in Section 3.1,
\nsubject to adjustment in accordance with the Program) for the Restricted Stock
\nUnits awarded on the date of the immediately preceding Annual Meeting,
\nmultiplied by (B) the quotient of (i) the number of full calendar months before
\nthe next Annual Meeting divided by (ii) 12 (rounded to the nearest whole number
\nwhich is a multiple of ten). The number of Restricted Stock Units granted under
\nthis Section 3.2 shall not exceed the number available under the Program on the
\ndate of grant.<\/p>\n<\/td>\n<\/tr>\n

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

3.3<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Restricted Stock Units may not be sold, transferred, assigned, pledged,
\nhypothecated or otherwise encumbered or disposed of, whether voluntarily,
\ninvoluntarily or by operation of law.<\/p>\n<\/td>\n<\/tr>\n

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

3.4<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Subject to Section 11.10 of the Program and except as expressly provided in
\nSections 3.6 and 3.7, all Restricted Stock Units shall vest on the date of and
\nimmediately prior to the next Annual Meeting following the date of grant.<\/p>\n<\/td>\n<\/tr>\n

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

3.5<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Except as provided in Sections 3.6 and 3.7, if a Participant ceases service
\nas a member of the Board before his or her Restricted Stock Units vest, the
\nParticipant will forfeit his or her unvested Restricted Stock Units immediately
\nupon ceasing service as a member of the Board.<\/p>\n<\/td>\n<\/tr>\n

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

3.6<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If a Participant dies while serving as a member of the Board, his or her
\nunvested Restricted Stock Units will not be forfeited and will be fully vested
\nimmediately.<\/p>\n<\/td>\n<\/tr>\n

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

3.7<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If a Participant becomes disabled and unable to continue service as a member
\nof the Board, his or her Restricted Stock Units will not be forfeited and will,
\nwhen the Participant ceases to serve as member of the Board, be fully vested.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

3.8<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

No Participant receiving Restricted Stock Units shall have the rights of a
\nstockholder with respect to those shares of Common Stock underlying the
\nRestricted Stock Units. Participants shall not be permitted to vote the
\nRestricted Stock Units. Participants shall be permitted to receive cash payments
\nequal to the dividends and distributions paid on shares of Common Stock to the
\nsame extent as if each Restricted Stock Unit was a share of Common Stock, and
\nthose shares were not subject to the restrictions imposed by this Plan;
\nprovided, however, that no dividends or distributions shall be payable to or for
\nthe benefit of the Participant with respect to the record dates for such
\ndividends or distributions occurring on or after the date, if any, on which the
\nParticipant has forfeited the Restricted Stock Units. Cash dividend and
\ndistribution equivalents paid on those shares of Common Stock underlying the
\nRestricted Stock Units pursuant hereto shall be reinvested in additional
\nRestricted Stock Units.<\/p>\n<\/td>\n<\/tr>\n

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

3.9<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Participants shall be eligible to defer payment and taxation of those shares
\nof Common Stock underlying the Restricted Stock Units otherwise payable under
\nthis Section 3 pursuant to the terms and conditions of the Baxter Non-Employee
\nDirector Deferred Compensation Plan.<\/p>\n<\/td>\n<\/tr>\n

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

3.10<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If requested by Baxter, each Participant receiving Restricted Stock Units
\nshall enter into an agreement with Baxter incorporating the terms and conditions
\nof this Plan. Subject to the terms of the Program, after the Restricted Stock
\nUnits vest, shares of Common Stock free and clear of all restrictions will be
\ndelivered to the Participant (or to the Participant153s legal representative,
\nbeneficiary or heir).<\/p>\n<\/td>\n<\/tr>\n

\n

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

<\/td>\n\n

Stock Options<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n

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

4.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

On the date of Baxter153s Annual Meeting in each year beginning with the Annual
\nMeeting on May 6, 2003, and subject to availability of shares of Common Stock
\nunder the Program, upon completion of the Annual Meeting each Participant shall
\nbe granted Stock Options having a value equal to $65,000, to be determined by
\nthe Board or the Compensation Committee of the Board (the “Committee”) based on
\na Black-Scholes or other option valuation model in the discretion of the Board
\nor the Committee (rounded to the nearest whole number which is a multiple of
\nten) (the “Annual Stock Option Grant Amount”).<\/p>\n<\/td>\n<\/tr>\n

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

4.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Each Participant elected or appointed on a date other than the date of an
\nAnnual Meeting shall, on the date of such election or appointment and
\nautomatically and without necessity of any action by the Board or any committee
\nthereof, be granted a Stock Option to purchase that number of shares of Common
\nStock equal to the product of (A) the Annual Stock Option Grant Amount (as
\ndefined in Section 4.1, subject to adjustment in accordance with the Program)
\nfor each Stock Option granted on the date of the immediately preceding Annual
\nMeeting, multiplied by (B) the quotient of (i) the number of full calendar
\nmonths before the next Annual Meeting divided by (ii) 12 (rounded to the nearest
\nwhole number which is a multiple of ten). The number of shares of Common Stock
\nsubject to any Stock Option granted under this Section 4.2 shall not exceed the
\nnumber available under the Program on the date of grant.<\/p>\n<\/td>\n<\/tr>\n

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

4.3<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The purchase price for each share of Common Stock subject to a Stock Option
\nshall be the Fair Market Value of a share of Common Stock on the date of grant.
\nThe terms of each Stock Option will be as set forth in this Plan and the
\nProgram. To the extent that any provision of the Plan is inconsistent with the
\nProgram, the Program shall control. The Stock Options are not intended to
\nqualify as Incentive Stock Options within the meaning of Section 422 of the
\nUnited States Internal Revenue Code.<\/p>\n<\/td>\n<\/tr>\n

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

4.4<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Subject to Section 11.10 of the Program and except as expressly provided in
\nSections 4.8, 4.9 and 4.10, Stock Options shall first become exercisable on the
\ndate of and immediately prior to the next Annual Meeting following the date of
\ngrant.<\/p>\n<\/td>\n<\/tr>\n

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

4.5<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

After a Stock Option becomes exercisable and until it expires, it may be
\nexercised in whole or in part, in the manner specified by the Company. Under no
\ncircumstances may a Stock Option be exercised after it has expired. Shares of
\nCommon Stock may be used to pay the purchase price for shares of Common Stock to
\nbe acquired upon exercise of a Stock Option or fulfill any tax withholding
\nobligation, subject to any requirements or restrictions specified by the
\nCompany.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

4.6<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Except as provided in Sections 4.8, 4.9 and 4.10, if a Participant ceases
\nservice as a member of the Board before his or her Stock Option becomes
\nexercisable, the Stock Option will expire when the Participant ceases service as
\na member of the Board.<\/p>\n<\/td>\n<\/tr>\n

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

4.7<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If a Participant ceases service as a member of the Board after his or her
\nStock Option becomes exercisable, the Stock Option will not expire but will
\nremain exercisable. Subject to Sections 4.8, 4.9, 4.10 and 4.11, the Stock
\nOption will expire three months after the Participant ceases service as a member
\nof the Board, unless the Participant dies or becomes disabled during such three
\nmonth period in which case the Stock Option will expire on the first anniversary
\nof the date the Participant ceased serving as a member of the Board.<\/p>\n<\/td>\n<\/tr>\n

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

4.8<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If a Participant dies while serving as a member of the Board, his or her
\nStock Option will not expire and will remain, or immediately become, fully
\nexercisable, as the case may be. Subject to Sections 4.10 and 4.11, the Stock
\nOption will expire on the first anniversary of the Participant153s death.<\/p>\n<\/td>\n<\/tr>\n

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

4.9<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If a Participant becomes disabled and unable to continue service as a member
\nof the Board, his or her Stock Option will not expire and will remain, or when
\nthe Participant ceases to serve as member of the Board become, fully
\nexercisable, as the case may be. Subject to Sections 4.10 and 4.11, the Stock
\nOption will expire on the first anniversary of the date the Participant ceases
\nservice as a member of the Board.<\/p>\n<\/td>\n<\/tr>\n

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

4.10<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If a Participant who has served as a member of the Board for a continuous
\nperiod of at least ten years or who is at least 72 years of age ceases to serve
\nas a member of the Board (including without limitation by reason of death or
\ndisability), his or her Stock Option will not expire and will remain, or when
\nthe Participant ceases to serve as member of the Board become, fully
\nexercisable, as the case may be. Subject to Section 4.11, the Stock Option will
\nexpire on the fifth anniversary of the date the Participant ceases service as a
\nmember of the Board.<\/p>\n<\/td>\n<\/tr>\n

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

4.11<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Stock Options that have not previously expired will expire at the close of
\nbusiness on the tenth anniversary of the date of grant. If a Stock Option would
\nexpire on a date that is not a Business Day, it will expire at the close of
\nbusiness 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<\/td>\n<\/tr>\n

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

4.12<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

An exercisable Stock Option may only be exercised by the Participant, his or
\nher legal representative, or a person to whom the Participant153s rights in the
\nStock Option are transferred by will or the laws of descent and distribution or
\nin accordance with rules and procedures established by the Committee.<\/p>\n<\/td>\n<\/tr>\n

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

4.13<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The Board or the Committee may, in its sole discretion and without receiving
\npermission from any Participant, substitute stock appreciation rights (“SARs”)
\nfor any or all outstanding Stock Options granted on or after May 4, 2004. Upon
\nthe grant of substitute SARs, the related Stock Options replaced by the
\nsubstitute SARs shall be cancelled. The grant price of the substitute SAR shall
\nbe equal to the Option Price of the related Stock Option, the term of the
\nsubstitute SAR shall not exceed the term of the related Stock Option, and the
\nterms and conditions applicable to the substitute SAR shall otherwise be
\nsubstantially the same as those applicable to the related Stock Option replaced
\nby the substitute SAR.<\/p>\n<\/td>\n<\/tr>\n

\n

5.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Cash Compensation<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n

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

5.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Baxter shall pay each Participant a meeting fee of $1,500 for each meeting of
\nthe Board or any committee thereof attended, and a Participant acting as the
\nchairperson of any meeting of a committee of the Board shall receive an
\nadditional $1,500 for each meeting chaired by him or her. Fees shall be paid
\nquarterly in arrears and are payable if the Participant attends in person, by
\nconference telephone, or by any other means permitted by the Delaware General
\nCorporation Law and Baxter153s Bylaws, as amended.<\/p>\n<\/td>\n<\/tr>\n

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

5.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Baxter shall pay each Participant a total annual cash retainer of $65,000 per
\ncalendar year (“Annual Cash Retainer”). Baxter shall pay an additional annual
\ncash retainer of $30,000 per calendar year to the Lead Director (“Lead Director
\nRetainer”). Both the Annual Cash Retainer and Lead Director Retainer shall be
\npaid quarterly in arrears. For purposes of determining the amount of such
\nquarterly payment(s), a<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

Participant and\/or the Lead Director must be a member of the Board on or
\nprior to the 15th<\/sup> day of a month in order to be entitled to receive
\nsuch payment(s) with respect to that month.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

5.3<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Participants shall be eligible to defer payment of cash compensation
\notherwise payable under this Section 5 pursuant to the terms and conditions of
\nthe Baxter Non-Employee Director Deferred Compensation Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n
\n

6.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Availability of Shares<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n

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

If on any grant date, the number of shares of Common Stock which would
\notherwise be granted in the form of Restricted Stock Units or subject to Stock
\nOptions granted under the Plan shall exceed the number of shares of Common Stock
\nthen remaining available under the Program, the available shares shall be
\nallocated among the Stock Options and Restricted Stock Units to be granted
\nParticipants in proportion to the number of shares subject to Stock Options and
\nRestricted Stock Units that Participants would otherwise be entitled to receive,
\nand allocated evenly between Restricted Stock Units and Stock Options.<\/p>\n<\/td>\n<\/tr>\n

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

7.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

General Provisions<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

7.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Subject to the limitations contained in Section 11.9 of the Program, the
\nBoard or the Committee may, at any time and in any manner, amend, suspend, or
\nterminate the Plan or any Stock Option outstanding under the Plan.<\/p>\n<\/td>\n<\/tr>\n

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

7.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Participation in the Plan does not give any Participant any right to continue
\nas a member of the Board for any period of time or any right or claim to any
\nbenefit unless such right or claim has specifically accrued hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

*** *** ***<\/p>\n

\n

Amendment No. 1
\nto
\nBaxter International Inc.
\nNon-Employee Director Compensation Plan<\/strong><\/p>\n

Effective as of July 27, 2009, subsection 5.1 of the Baxter International
\nInc. Non-Employee Director Compensation Plan (the “Plan<\/u>“) is amended to
\nread in its entirety as follows:<\/p>\n\n\n\n
<\/td>\n\n

5.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Except as provided in the following sentence, Baxter shall pay each
\nParticipant a meeting fee of $1,500 for each meeting of the Board or any
\ncommittee thereof attended, and a Participant acting as the chairperson of any
\nmeeting of a committee of the Board shall receive an additional $1,500 for each
\nmeeting chaired by him or her. Baxter shall pay each Participant a meeting fee
\nof $3,000 for each meeting of the Science and Technology Committee attended, and
\na Participant acting as the chairperson of any meeting of the Science and
\nTechnology Committee shall receive an additional $1,500 for each meeting chaired
\nby him or her. Fees shall be paid quarterly in arrears and are payable if the
\nParticipant attends in person, by conference telephone, or by any other means
\npermitted by the Delaware General Corporation Law and Baxter153s Bylaws, as
\namended and restated.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Amendment No. 2
\nto
\nBaxter International Inc.
\nNon-Employee Director Compensation Plan<\/strong><\/p>\n

Effective as of January 1, 2011, subsections 3.1, 4.1 and 5.1 of the Baxter
\nInternational Inc. Non-Employee Director Compensation Plan (the “Plan<\/u>“)
\nare each amended to read in their respective entirety as follows:<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

3.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

On the date of Baxter153s annual meeting of stockholders (the “Annual Meeting”)
\nin each year beginning with the Annual Meeting held in May 2011, and subject to
\navailability of shares of Common Stock under the Program, each Participant upon
\ncompletion of the Annual Meeting shall, automatically and without necessity of
\nany action by the Board or any committee thereof, receive the number of
\nRestricted Stock Units equal to the quotient of (A) $67,500 divided by (B) the
\nFair Market Value of a share of Common Stock on the date of grant (rounded to
\nthe nearest whole number which is a multiple of ten) (the “Annual Restricted
\nStock Unit Grant Amount”).<\/p>\n<\/td>\n<\/tr>\n

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

4.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

On the date of Baxter153s Annual Meeting in each year beginning with the Annual
\nMeeting on May 3, 2011, and subject to availability of shares of Common Stock
\nunder the Program, upon completion of the Annual Meeting each Participant shall
\nbe granted Stock Options having a value equal to $67,500, to be determined by
\nthe Board or the Compensation Committee of the Board (the “Committee”) based on
\na Black-Scholes or other option valuation model in the discretion of the Board
\nor the Committee (rounded to the nearest whole number which is a multiple of
\nten) (the “Annual Stock Option Grant Amount”).<\/p>\n<\/td>\n<\/tr>\n

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

5.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Except as provided in the following sentence, Baxter shall pay each
\nParticipant a meeting fee of $2,000 for each meeting of the Board or any
\ncommittee thereof attended. Baxter shall pay each Participant a meeting fee of
\n$3,000 for each meeting of the Science and Technology Committee attended. Except
\nas provided in the following section, participants acting as the chairperson of
\nany committee of the Board shall receive an annual cash retainer of $10,000 for
\neach committee chaired by him or her. A participant acting as the chairperson of
\nthe Audit Committee shall receive an annual cash retainer of $15,000. Amounts
\npayable within this Section 5.1 shall be paid quarterly in arrears and are
\npayable if the Participant attends in person, by conference telephone, or by any
\nother means permitted by the Delaware General Corporation Law and Baxter153s
\nBylaws, as amended and restated. For the purposes of determining the amount of
\nsuch quarterly payment(s), a Participant must be a chairperson of a committee of
\nthe Board on or prior to the 15th<\/sup> day of a month in order to be
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