EX-10.1
from 8-K
8 pages
Your First Day of Employment Will Be September 3, 2025 (Or Such Earlier Date as We Agree With You, Subject to Compliance With Your Existing Contractual Obligations). Your Job Title Will Be President and Chief Executive Officer, Reporting to the Board of Directors of Baxter (The “Board”). This Role, Which Is a Full-Time Exempt Position, Is Based in Deerfield, Illinois and Is Not Remote. in Accordance With and Subject to the Company’s Corporate Governance Guidelines, the Board Will Appoint You as an Executive Officer of the Company and as a Non-Independent Director of the Board (Subject to Reelection by Baxter Stockholders at the 2026 Annual Meeting of the Company in May 2026 With Respect to Your Proposed Board Appointment). Terms of Employment the Following Explains the Terms of Your Employment. Please Note That All Compensation Actions Have Been Approved by the Compensation and Human Capital Committee (“Chcc”) of the Board. • Your Base Salary Will Be $1,350,000 Annualized, Less Applicable Deductions and Withholdings. Your Base Salary Will Be Reviewed by the Board Annually for Increase but Will Not Be Decreased Without Your Prior Written Consent
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EX-10.2
from 8-K
3 pages
February 1, 2025 Mr. Brent Shafer at the Address on File With the Company Dear Brent, on Behalf of the Board of Directors (The “Board”) of Baxter International Inc. (The “Company”), We Are Pleased to Confirm the Terms of Your Service as Interim Chief Executive Officer and Chair of the Board (“Interim CEO/Chair”), Effective February 3, 2025 (The “Start Date”)
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EX-10.1
from 8-K
5 pages
1. Transition. Your Service as Chief Executive Officer of the Company, Chair of the Board and Director Will Cease on February 3, 2025 (The “Transition Date”), And, Concurrently Therewith, You Will Execute the Resignation Letter Attached Hereto as Annex A, Pursuant to Which You Will Voluntarily and Irrevocably Resign as a Director, Member or Officer of the Company and of Each of Its Subsidiaries (Collectively, the “Group”) and as a Member of Any Committee of the Group or Any Board of Directors, Board of Managers or Special Subcommittee Thereof. on the Transition Date, You Will Transition Into a Non-Executive Officer Employee Role (“Advisor”) and Continue Service in Such Role Through October 31, 2025, Or, if Earlier, Upon Your Death or Disability or Termination by the Company for Cause (Such Date, the “Separation Date”, and Such Period, the “Advisory Period”). the Company Will Not Terminate the Advisory Period Other Than as a Result of You Committing Cause. Your Service Relationship With the Company Will End on the Separation Date. Both You and the Company Hereby Waive Any Otherwise Existing Notice Requirements Under Any Previous Agreements or Arrangements You Have With the Company
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