{"id":40219,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/office-incentive-compensation-plan-baxter-international-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"office-incentive-compensation-plan-baxter-international-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/office-incentive-compensation-plan-baxter-international-inc.html","title":{"rendered":"Office Incentive Compensation Plan &#8211; Baxter International Inc."},"content":{"rendered":"<pre>\n                           BAXTER INTERNATIONAL INC.\n                      OFFICER INCENTIVE COMPENSATION PLAN\n\n\nThis Officer Incentive Compensation Plan (\"Plan\") of Baxter International Inc. \n(\"Baxter\") and its subsidiaries (collectively, the \"Company\") is adopted \npursuant to the Baxter International Inc. 1994 Incentive Compensation Program \n(the \"Program\") for the purposes stated in the Program. The Plan is intended to \ncomply with the requirements of Section 162(m)(4)(C) of the Internal Revenue \nCode of 1986 (\"IRC\"), as amended, and the related income tax regulations issued \nthereunder.\n\n1.   Eligibility\n     -----------\n\nOfficers of the Company are eligible to participate in the Plan if the officer's\nparticipation for a calendar year (or portion of such calendar year) (\"Plan \nYear\") is approved by the Compensation Committee of the Board of Directors of\nBaxter (\"Committee\"). Officers so approved by the Committee shall be referred to\nherein as \"Participants\".\n\n2.   Bonus Award\n     -----------\n\n2.1  For each Plan Year, each Participant shall be eligible to receive a cash \npayment (\"Bonus Award\") in accordance with the terms provided herein and any \nother terms established by the Committee. To determine a Participant's Bonus \nAward, the Committee shall establish a) Company performance goals for the Plan \nYear which will include one or more of the following performance measures: net \nincome growth, operational cash flow, sales growth, the Common Stock price of \nBaxter, earnings per share, total shareholder return, and inventory turns \n(\"Company Performance Criteria\"), b) a \"Bonus Range\" for each Participant for \nthe Plan Year, and c) the amount within a Participant's Bonus Range that will be\npayable to a Participant based upon the achievement of the Company Performance \nCriteria for the Plan Year. The terms described in the preceding sentence must \nbe established by April 1 of the Plan Year, and such terms shall not thereafter \nbe changed, except as permitted by paragraph 2.2.\n\n2.2  By March 31 of each year, the Committee shall assess the extent to which \nthe Company has achieved the Company Performance Criteria for the preceding Plan\nYear, based on the Company's publicly reported results. The Committee shall \nexclude the effect of acquisitions, divestitures, changes in accounting \nprinciples, and other extraordinary or non-recurring events which occurred \nduring the Plan Year when assessing the extent to which the Company has achieved\nthe Company Performance Criteria for such Plan Year, but only if such exclusion \nwould enhance the Company's performance relative to the Company Performance \nCriteria. The exclusion authorized\n\n \nby the preceding sentence shall only apply to the extent it is consistent with \nIRC Section 162(m)(4)(C) and the related regulations described above. The \nCommittee shall then determine each Participant's Bonus Award based upon the \nterms described in paragraph 2.1 above. The Committee, however, has the \ndiscretion to reduce the amount of a Participant's Bonus Award determined under \nthe preceding sentence. The Committee's determination shall be consistent with \nIRC Section 162(m)(4)(C) and the related regulations described above. No \nParticipant shall receive a Bonus Award in excess of $2.0 million for any Plan \nYear for which the Participant is subject to IRC Section 162(m). The Committee \nmay exercise discretion in the determination of the Bonus Awards earned under \nthe Plan with respect to participants who are not subject to IRC Section 162(m).\n\n2.3  If an officer's participation in the Plan becomes effective after January 1\nof a Plan Year, the Committee shall establish a prorated Bonus Range for such \nParticipant based on the number of full months remaining in the Plan Year after \nhe or she becomes a Participant. To the extent applicable, the determination of \na prorated Bonus Range shall be consistent with IRC Section 162(m)(4)(C) and the\nrelated regulations described above.\n\n3.   Payment\n     -------\n\n3.1  Except as otherwise determined by the Committee and except with respect to \nParticipants who have filed deferral elections pursuant to paragraph 4, all \nBonus Awards will be paid in cash as soon as possible following determination of\nBonus Awards by the Committee.\n\n3.2  No Participant will be eligible to receive a Bonus Award for a Plan Year \nunless he or she continues to be employed by the Company through February 1 of \nthe following year except as otherwise determined by the Committee. The \nCommittee's Bonus Award determination with respect to such participant may be \ndetermined in the same manner as provided in paragraphs 2.1 and 2.2 above.\n\n4.   Deferral of Payment\n     -------------------\n\nParticipants may elect to defer payment in accordance with the Baxter \nInternational Inc. and Subsidiaries Deferred Compensation Plan.\n\n\n\n<\/pre>\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":[9539,9546],"class_list":["post-40219","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40219","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=40219"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40219"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40219"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40219"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}