BAXTER INTERNATIONAL INC.
1996 OFFICER INCENTIVE COMPENSATION PLAN
This 1996 Officer Incentive Compensation Plan ("Plan") of Baxter International
Inc. ("Baxter") and its subsidiaries (collectively, the "Company") is adopted
pursuant to the Baxter International Inc. 1987 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
thereunder.
1. ELIGIBILITY
Officers of the Company are eligible to participate in the Plan during 1996
("Plan Year") if the officer's participation is approved by the Compensation
Committee of the Board of Directors of Baxter (the "Committee"). Officers so
approved by the Committee shall be referred to herein as "Participants".
2. BONUS AWARD
2.1 Each Participant shall be eligible to receive a "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 ("Company Performance
Criteria"), b) a "Bonus Range" for each Participant, 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. The terms described in the
preceding sentence must be established by April 1, 1996, and such terms shall
not thereafter be changed, except as permitted by paragraph 2.2.
2.2 By March 31, 1997, the Committee shall assess the extent to which the
Company has achieved the Company Performance Criteria based on the Company's
publicly reported results for the Plan Year. The Committee shall exclude the
effect of acquisitions, divestitures, changes in accounting principles, and
other extraordinary or non-recurring events occurring in 1996 when assessing the
extent to which the Company has achieved the Company Performance Criteria, 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. In addition, 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 Section162(m).
2.3 If an officer becomes a Participant in the Plan during 1996, but after
January 1, 1996, the Committee shall establish a prorated Bonus Range for such
Participant based on the number of full months remaining in 1996 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. PAYMENT
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
bonuses 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 unless he or she
continues to be employed by the Company through February 1, 1997, 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.