Exhibit 10.32
BAXTER INTERNATIONAL INC.
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
As amended and restated effective May 8, 1995
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This Plan contains the terms and conditions on which grants of common stock of
Baxter International Inc. ("Restricted Stock") are made to the directors of
Baxter International Inc. ("Baxter").
1. ELIGIBILITY AND GRANTS OF RESTRICTED STOCK
1.1 Each director of Baxter who is not an employee of Baxter or any of its
subsidiaries is eligible to participate in this Plan. Each eligible director
shall receive grants of Restricted Stock in accordance with this section 1
without further action by the board of directors or any of its committees. The
provisions of this section 1 shall not be amended more than once every six
months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.
1.2 Board Retainer. Each director elected for a three-year term shall receive
1,000 shares of Restricted Stock upon election or re-election to the Board of
Directors. If a director is elected for a term of fewer than three years, the
director shall receive 30 shares of Restricted Stock, upon election or re-
election to the board, for each full calendar month in the director's term of
office. If a director is elected for a term which does not include at least one
full calendar month, the director shall receive 30 shares of Restricted Stock
upon election or re-election to the board.
1.3 Board Membership Compensation. Each director elected for a three-year term
shall receive 3,000 shares of Restricted Stock upon election or re-election to
the Board of Directors. If a director is elected for a term of fewer than three
years, the director shall receive 100 shares of Restricted Stock, upon election
or re-election to the board, for each full calendar month in the director's term
of office. If a director is elected for a term which does not include at least
one full calendar month, the director shall receive 100 shares of Restricted
Stock upon election or re-election to the board.
Each director continuing in office after Baxter's annual meeting of
stockholders in May 1995 ("1995 Annual Meeting"), but who is not standing for
re-election at the 1995 Annual Meeting, shall receive a Restricted Stock grant
effective on the date of the 1995 Annual Meeting. Each director continuing in
office for a two-year term shall receive 2,000 shares of Restricted Stock. Each
director continuing in office for a one-year term shall receive 1,000 shares of
Restricted Stock.
1.4 Board Retirement Benefit. Each director who ceases membership on the Board
of Directors (for a reason other than death or removal for cause) at or after
age 65 with at least five years of service as a non-employee director will
receive a retirement benefit equal to 1,000 shares of Restricted Stock for each
twelve-month
period of service as a non-employee director. The Restricted Stock
grant shall be made effective on the director's last day of membership on the
board.
1.5 Each grant of Restricted Stock shall be issued from shares held by Baxter
in its treasury and when so issued, such shares shall be fully paid and non-
assessable.
2. AGREEMENT AND CERTIFICATES
Each director receiving Restricted Stock shall enter into an agreement with
Baxter incorporating the terms and conditions of this Plan. A stock certificate
for the shares of Restricted Stock awarded will be issued in the name of each
director and deposited, together with a stock power endorsed in blank by the
director, with Baxter. Each such certificate shall bear a legend in
substantially the following form:
The transferability of this certificate and the shares of Common Stock
represented by it are subject to the terms and conditions (including
conditions of forfeiture) contained in the Restricted Stock Plan for Non-
Employee Directors of Baxter International Inc. ("Baxter"), as amended
effective May 8, 1995, and an agreement entered into between the registered
owner and Baxter. A copy of the Plan and agreement are on file in the office
of the secretary of Baxter.
3. VESTING
3.1 Board Retainer. Each director who receives a Restricted Stock grant
pursuant to section 1.2 of this Plan shall become vested in those shares of
Restricted Stock at the expiration of the term of office to which the grant
relates.
3.2 Board Membership Compensation. Each director elected for a three-year term
shall become vested in the 3,000 shares of Restricted Stock he or she receives
pursuant to section 1.3 in 1,000 share installments on the dates of Baxter's
three annual meetings of stockholders following the election to which the grant
relates. Each director elected for a term of fewer than three years shall
become vested in the shares of Restricted Stock he or she receives pursuant to
section 1.3 at the expiration of the term of office to which the grant relates.
Each director continuing in office for a two-year term after the 1995
Annual Meeting shall become vested in the 2,000 shares of Restricted Stock he or
she receives pursuant to section 1.3 in 1,000 share installments on the dates of
Baxter's 1996 and 1997 annual meetings of stockholders. Each director
continuing in office for a one-year term after the 1995 Annual Meeting shall
become vested in the 1,000 shares of Restricted Stock he or she receives
pursuant to section 1.3 on the date of Baxter's 1996 annual meeting of
stockholders.
3.3 Board Retirement Benefit. Each director who receives a Restricted Stock
grant pursuant to section 1.4 of this Plan shall become vested in those shares
of Restricted Stock on the six-month anniversary of the grant date. If the
director dies after the Restricted Stock grant is made pursuant to section 1.4,
but before it vests in accordance with this section 3.3, then the director's
estate shall become vested in such Restricted Stock on the date specified in the
preceding sentence.
3.4 If a director dies while in office or becomes disabled such that he or she
is unable to perform the duties of a director, then the director or the
director's estate shall become vested in all of the Restricted Stock granted
pursuant to sections 1.2 and 1.3 of this Plan. If a director resigns or is
otherwise removed as a director prior to vesting of the Restricted Stock granted
pursuant to sections 1.2 and 1.3 of this Plan, then the director shall become
vested in that number of shares of Restricted Stock held by the director
determined by multiplying the number of shares held by a fraction, the numerator
of which is the number of months served in the director's term and the
denominator of which is the number of months of the term at the time of the
director's election, rounded to the nearest whole share. The director shall
forfeit all rights to Restricted Stock which does not become vested.
3.5 When a director's rights to Restricted Stock become vested, the director
shall be entitled to receive certificates representing shares of Baxter's common
stock, $1.00 par value, ("Common Stock") free and clear of all restrictions,
except as otherwise provided in section 7.2 of this Plan. The certificates
representing these shares shall be delivered to the director within 30 days
after the date such rights become vested.
4. RIGHTS OF PARTICIPANTS
4.1 Subject to the conditions of the Plan, each director receiving Restricted
Stock shall have all of the rights of a stockholder with respect to the shares
of Restricted Stock during the period in which such shares are subject to
forfeiture and restrictions on transfer, including without limitation, the right
to vote the shares. Dividends paid in cash or property other than Common Stock
with respect to shares of Restricted Stock shall be paid to the director
currently or, at the election of the director, shall be reinvested under
Baxter's Stockholder Investment Service. Shares purchased with reinvested
dividends shall not be restricted.
4.2 Dividends with respect to shares of Restricted Stock which are paid in
Common Stock shall be restricted on the same basis as the underlying Restricted
Stock.
4.3 Restricted Stock is not transferable and may not be sold, assigned, pledged
or otherwise encumbered by any director at any time. No recognition shall be
required to be given by Baxter to any attempted assignment of any rights to
Restricted Stock or other rights under this Plan.
5. ADJUSTMENT
In the event of any merger, consolidation or reorganization of Baxter with
any other corporation or corporations, there shall be substituted for each of
the shares of Restricted Stock then subject to the Plan the number and kind of
shares of stock or other securities to which the holders of the shares of Common
Stock will be entitled pursuant to the transaction. In the event of any
recapitalization, stock dividend, stock split, combination of shares or other
change in the Common Stock, the number of shares of Restricted Stock then
subject to the Plan shall be adjusted in proportion to the change in outstanding
shares of Common Stock.
6. ACCELERATION
Notwithstanding any provision in this Plan to the contrary, the
restrictions on all shares of Restricted Stock awarded shall lapse immediately
if a Change in Control occurs. For purposes of this Plan, a Change in Control
shall have occurred if:
(i) any "person", as such term is used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than
Baxter, any corporation owned, directly or indirectly, by the stockholders of
Baxter in substantially the same proportions as their ownership of stock of
Baxter, and any trustee or other fiduciary holding securities under an employee
benefit plan of Baxter or such proportionately owned corporation), is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly of securities of Baxter representing 30% or more of the
combined voting power of Baxter's then outstanding securities;
(ii) during any 24 month period (not including any period prior to the
execution of this amendment to the Plan), individuals who at the beginning of
such period constitute the board of directors of Baxter, and any new director
(other than a director designated by a Person who has entered into an agreement
with Baxter to effect a transaction described in clause (i), (iii) or (iv) of
this Section) whose election by the board or nomination for election by Baxter's
stockholders was approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease for
any reason to constitute at least a majority thereof;
(iii) the stockholders of Baxter approve a merger or consolidation of
Baxter with any other corporation, other than (A) a merger or consolidation
which would result in the voting securities of Baxter outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than 60% of
the combined voting power of the voting securities of Baxter or such surviving
entity outstanding immediately after such merger or consolidation or (B) a
merger or consolidation effected to implement a recapitalization of Baxter (or
similar transaction) in which no Person acquires more than 30% of the combined
voting power of Baxter's then outstanding securities; or
(iv) the stockholders of Baxter approve a plan of complete liquidation of
Baxter or an agreement for the sale or disposition by Baxter of all or
substantially all of Baxter's assets (or any transaction having a similar
effect).
7. GENERAL
7.1 Subject to the limitation in section 1.1, the Board may amend or
discontinue the Plan at any time. However, no such amendment or discontinuance
shall, subject to adjustment under section 5, change or impair, without the
consent of the recipient, the terms of Restricted Stock previously granted.
7.2 Notwithstanding any provision in this Plan to the contrary:
(a) Baxter may, if it shall determine it necessary or desirable for any reason,
at the time of award of any Restricted Stock or at the time of the removal of
the restrictions imposed on such shares and the issuance of shares of otherwise
unrestricted Common Stock, require the recipient of the shares, as a condition
to the receipt thereof, to deliver to Baxter a written representation of present
intention to acquire the Restricted Stock or the shares of Common Stock for his
or her own account for investment and not for distribution and (b) if at any
time Baxter further determines, in its sole discretion, that the listing,
registration or qualification of any Restricted Stock or shares of Common Stock
is necessary on any securities exchange or under any federal or state securities
or blue sky law, or that the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with the
award of any Restricted Stock or the removal of any restrictions imposed on such
shares, such Restricted Stock shall not be awarded or such restrictions shall
not be removed, as the case may be, in whole or in part, unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to Baxter.
7.3 Baxter may require a participant to pay to Baxter any amounts required to
be withheld under applicable income tax laws as a condition for the issuance of
any Common Stock.
7.4 No director in this Plan shall have any right because he or she is a
participant in the Plan to continue as a director of Baxter for any period of
time or to continue his or her present or any other rate of compensation.
7.5 This Plan shall continue in effect until all restriction imposed on shares
of Common Stock by it have lapsed and all unrestricted shares of Common Stock
required to be issued pursuant to the Plan have been issued.