BAXTER INTERNATIONAL INC.
Stock Option Plan Adopted November 18, 1996 Premium-Priced Stock Option Grant Terms and Conditions
This Stock Option Plan ("Plan") is adopted pursuant to the Baxter International Inc. 1994 Incentive
Compensation Program ("Program") for the purposes stated in the Program.
Participants in this Plan ("Optionee") shall be valued employees of Baxter International Inc. or its subsidiaries
("Company") who have been selected by the Committee, as defined in the Program ("Committee"), and to whom
the Committee makes an award of an option ("Option") under this Plan.
Each Option shall consist of a Stock Option as defined in the Program and is granted under the terms and
conditions contained in the Program and this Plan. To the extent that any of the terms and conditions contained in
this Plan are inconsistent with the Program, the terms of the Program shall control. Terms defined in the Program
shall have the same meaning in these terms and conditions. The Option is not intended to qualify as an Incentive
Stock Option within the meaning of section 422 of the United States Internal Revenue Code. Residents of the
United Kingdom may also be subject to additional terms and conditions in the form contained in the Baxter
International Inc. Rules of the Baxter International United Kingdom Stock Option, to the extent deemed
necessary by the Committee.
4. Vesting, Exercise and Expiration
4.1 The Option becomes vested five years from the date of grant, subject to acceleration in accordance with the
following. One hundred percent of the Option shall become vested on the first Business Day (as defined in
section 4.4) after the ninetieth consecutive calendar day during which the average Fair Market Value (as defined
in the Program) of the Common Stock (as defined in the Program) equals or exceeds $65.00 per share. The
Option shall not vest more than three years after the Optionee's employment is terminated by retirement at or