BAXTER INTERNATIONAL INC.
Non-Employee Director Compensation Plan
(As amended and restated effective January 1, 2009)
Terms and Conditions
This Non-Employee Director Compensation Plan (the “Plan”) is adopted by the Board of Directors (the
“Board”) of Baxter International Inc. (“Baxter”). This Plan is adopted pursuant to the Baxter International Inc.
2003 Incentive Compensation Program (the “Program”), for the purposes stated in the Program. Capitalized
terms defined in the Program that are used without being defined in the Plan will have the same meaning as in
Each member of the Board who is not an employee of Baxter or any of its subsidiaries shall participate in the
Plan (a “Participant”).
3. Restricted Stock Units
3.1 On the date of Baxter’s annual meeting of stockholders (the “Annual Meeting”) in each year beginning with
the Annual Meeting held in May 2007, and subject to availability of shares of Common Stock under the
Program, each Participant upon completion of the Annual Meeting shall, automatically and without
necessity of any action by the Board or any committee thereof, receive the number of Restricted Stock
Units equal to the quotient of (A) $65,000 divided by (B) the Fair Market Value of a share of Common
Stock on the date of grant (rounded to the nearest whole number which is a multiple of ten) (the “Annual
Restricted Stock Unit Grant Amount”).
3.2 Each Participant elected or appointed on a date other than the date of an Annual Meeting shall, on the
date of such election or appointment and automatically and without necessity of any action by the Board or
any committee thereof, receive the number of Restricted Stock Units equal to the product of (A) the
Annual Restricted Stock Unit Grant Amount (as defined in Section 3.1, subject to adjustment in
accordance with the Program) for the Restricted Stock Units awarded on the date of the immediately
preceding Annual Meeting, multiplied b