Exhibit 10.1

SEPARATION AGREEMENT

This Separation Agreement (“Agreement”), provided to employee on February 27, 2017, is entered into by and between Baxter Healthcare Corporation and its parents, subsidiaries and related companies (“the Company”) and David Scharf (“Employee”) arising out of Employee’s employment with, and separation from, the Company.

1.    Separation Date:

Subject to the terms and conditions set forth herein, Employee’s employment with the Company ends on March 10, 2017 (“Separation Date”). From February 27, 2017 to the Separation Date, Employee shall not be required to report to the office but shall remain available to transition his duties to his successor and otherwise remain available to consult on ongoing matters relating to his role as CVP, General Counsel. Employee expressly understands and agrees that in order to obtain the pay and benefits set forth herein, Employee shall not work for any other entity prior to his Separation Date, unless prior written consent is provided by the Chief Executive Officer. If Employee does so, his Separation Date shall be accelerated to the first day of any such work (the “First Day”) and Employee shall not be entitled to any of the pay or benefits set forth herein in Paragraph 2a, which would otherwise be provided or vest on or after such First Day. Employee further understands that he shall resign as an officer, director or manager of Baxter International Inc. and any and all applicable subsidiaries, and as a member of any board committee thereof, effective as of February 27, 2017, in a form and manner as set forth in Attachment A .

2.    Company’s Promises:

In exchange for Employee’s promises and the other terms and conditions in this Agreement, the Company agrees to provide Employee the following:

a.    The Company will continue to employ Employee through March 10, 2017 at the same rate of pay and with the same benefits and perquisites, including but not limited to, allowing him to vest in the March 2017 equity. Additionally, Employee’s Company and Shire grants scheduled to vest in June 2017 will continue to vest, which is in keeping with the terms of the grants.

b.    The Company will pay Employee the gross lump sum of $1,887,000, less all appropriate withholdings, including any unpaid premium deductions held in arrears . This payment shall be made within thirty (30) days following Employee’s Separation Date.

c.    Employee also will receive Employee’s 2016 Officer Incentive Compensation Plan (“OICP Plan”) bonus in the amount of $951,966 less all appropriate withholdings. The date of payout shall be in accordance with the terms of the OICP Plan.

d.    The Company will pay Employee an additional lump sum of $16,000, less all appropriate withholdings, including any unpaid premium deductions held in arrears, towards six months of COBRA cost share. This payment shall be made within thirty (30) days following Employee’s signing and return of this Agreement.

e.    The Company will provide Employee with executive-level outplacement services for a total of up to twelve (12) months, or until Employee finds alternative employment, whichever occurs first, at a Company approved outplacement agency, provided however, that once Human Resources has provided information to Employee on how to access such assistance, if Employee does not initiate outplacement assistance within ninety (90) days, such assistance will be forfeited

f.    The Company will not contest any claim for unemployment benefits filed in Illinois arising out of Employee’s employment with or separation from the Company on the Separation Date, provided, however, that nothing herein prohibits the Company from providing information or documents to the State, if requested or required by law.

Employee acknowledges that the payments and other benefits in this Agreement are of value and exceed any amount to which he is otherwise entitled and only shall be provided if Employee signs and returns the Agreement in the time allotted, does not revoke acceptance of this Agreement in the time allotted, and otherwise complies with all terms of this Agreement.

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General Benefits Information:

Employee should refer to the Summary of Information available from Human Resources for information regarding benefits. Further information regarding benefits may also be obtained by calling the Baxter Employee Benefits Center at 1-877-BAX-HR4U. Employee understands and agrees that the Company is not providing, and does not intend to provide, any legal advice concerning Employee’s benefits or the ability to continue them.

3.    Compliance with Section 409A

It is intended that all payments under this Agreement comply with, or are otherwise exempt from, Section 409A of the Internal Revenue Code. Notwithstanding the foregoing, in no event shall the Company have any obligation to indemnify or otherwise compensate the Employee for any additional tax or adverse tax consequence resulting from the application of Code Section 409A.

4.    Payment for Work Performed:

Employee will be paid up through and including the Separation Date for all work performed on regularly scheduled pay dates at current base salary less all appropriate withholdings, including any unpaid premium deductions held in arrears. The Company also will pay Employee for all earned, unused vacation days, which shall be paid on the next regularly scheduled payday following the Separation Date or sooner, if required by law. The foregoing amounts will be paid regardless of whether Employee signs this Agreement. Employee acknowledges and agrees that upon payment of these amounts, he has been paid for all work performed, including all wages, salary, bonuses, overtime, and any earned, unused vacation due to Employee up through and including the Separation Date. Employee agrees that he is entitled to no other payments whatsoever arising out of employment with, or termination from, the Company, unless Employee agrees to the terms of this Agreement.

5.    Employee’s Promises:

In exchange for the payments and other benefits provided to Employee in this Agreement, Employee promises and agrees to the following:

a.    Employee releases and waives any and all claims on behalf of herself/himself and Employee’s heirs, assigns, executors, administrators and anyone claiming for or on Employee’s behalf, against the Company or other Released Parties which have arisen up to and including the date on which Employee signs this Agreement. “Released Parties” means the Company and its parents, subsidiaries, affiliates, and assigns, plus all of its and their executives, officers, directors, attorneys, employees, agents, and employee benefit plans. This waiver and release includes but is not limited to: (i) any and all claims alleging unlawful discrimination, harassment, or retaliation based on race, sex, color, religion, national origin, sexual orientation, gender identity, age, veteran or military status, disability or any other protected category under federal, state or local laws, including but not limited to any claims under the Age Discrimination in Employment Act as amended by the Older Workers’ Benefit Protection Act; (ii) any and all other tort or contract claims, whether seeking compensatory, punitive, legal or equitable damages, attorneys’ fees and/or costs of any kind, including, but not limited to, claims for wrongful or retaliatory discharge, breach of contract or public policy, defamation, libel, slander, invasion or breach of privacy, intentional and/or negligent infliction of emotional distress, or personal injury; and (iii) any other claim whatsoever up through and including the date Employee signs this Agreement and whether currently known or unknown (collectively the “Waive and Released Claims”). Notwithstanding the foregoing, “Waived and Released Claims” do not include, and Employee is not waiving and releasing, (i) claims that by law may not be waived and released, including but not limited to any claim for unemployment or workers’ compensation benefits, or any claim for any vested, accrued benefits to which Employee is (or

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becomes) otherwise entitled pursuant to the terms and conditions of any of the benefit plans in which Employee participated prior to the Separation Date; or (ii) any claim or lawsuit to challenge the validity of this Agreement under the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act.

b.    Subject to the Section entitled Additional Limitations on Employee’s Promises, Employee will not accept any money or other personal relief on account of or as a remedy for Employee’s actual or alleged injury or damages, as a result of or in connection with any past, present or future lawsuit, charge or other claim filed with or by any federal, state, local or other court, agency or other entity or person that involves or is based upon any Waived and Released Claim (including without limitation any charge or other claim filed by or with the Equal Employment Opportunity Commission (“EEOC”) or any similar state or local governmental agency alleging any form of employment discrimination), it being understood and agreed that Employee hereby waives and releases any such monetary or other personal recovery.

c.    Employee will not file, or become a plaintiff or claimant of any kind, in any lawsuit in court or in any arbitration proceeding against the Company (or any of the other Released Parties) for, or based on, any Waived and Released Claim. This includes, without limitation, Employee’s promise and agreement hereby not to become a named or opt-in plaintiff, class or collective action member or other claimant in any class action, collective action, representative action or other consolidated action in court or any arbitration proceeding for, or based on, any Waived and Released Claim, and to take all steps necessary to opt out of any such action.

d.    Employee will return, on or before Employee’s Separation Date, all Company property in good working order (by way of example this includes, but is not limited to, key cards, badges, computers, handheld computer devices, credit cards, files, documents, disks, building/parking passes) provided however that the Company has agreed to allow Employee to retain his cell phone (transferring to his own service).

e.    Employee will honor and continue to abide by all obligations set forth in Employee’s Employment Agreement with the Company, if any, which agreement is incorporated herein by reference. Notwithstanding this Agreement and for the avoidance of doubt, Employee understands and agrees that any confidentiality, intellectual property, and non-solicitation provisions in Employee’s Employment Agreement remain in full force and effect.

f.    From now until the Separation Date and for a period of one (1) year following Employee’s Separation Date, Employee will not hire or solicit, or attempt to solicit, or encourage any Company employee to leave the Company’s employ and will not assist any third party in hiring or soliciting or encouraging any Company employee to leave the Company’s employ or become employed elsewhere. This restriction specifically shall include, but not be limited to, providing any information about any current Company employee to any recruiter, retained search firm, or any other third party or person or entity for purposes of hiring that employee or soliciting or encouraging that employee to leave the Company or to be recruited elsewhere.

g.    Employee will cooperate with the Company as reasonably necessary in any ongoing litigation, claim, investigation, or subpoena involving or relating to the Company for which Employee may have knowledge due to employment with the Company. This shall include Employee being available to meet with the Company’s legal representatives and appearing to testify truthfully as a witness in administrative or court proceedings or in depositions provided that the Company shall make reasonable efforts to schedule any such meetings or appearances at mutually agreeable times and locations. Employee, in addition, agrees that he will, within forty-eight (48) hours of receipt of any such subpoena or other legal requirement requiring testimony, information or cooperation from Employee, notify the Company’s Legal Department to allow the Company to assert any and all available legal defenses.

h.    Employee will assist in the transition, if any, of duties and to remain available to answer questions or provide information concerning past employment or duties as reasonably necessary to effectuate any such transition.

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i.    Subject to the Section entitled Additional Limitations on Employee’s Promises, Employee will not defame, disparage, libel or slander the Company or any of the Released Parties.

j.    The payments and other benefits provided to Employee shall be reported to appropriate governmental agencies as taxable income to the extent required by law. Employee agrees to indemnify the Company and the Release Parties and hold them harmless from any interest, taxes or penalties assessed against them by any governmental agency as a result of Employee’s non-payment of taxes on the payments and other benefits provided to Employee under this Agreement. The Company makes no representation as to the taxability of the payments and other benefits provided to Employee under this Agreement.

6.    Additional Limitations on Employee’s Promises:

This Agreement does not in any way, and is not intended to: (i) limit or restrict Employee’s non-waivable right to file an administrative complaint with the EEOC (or to cross file such a complaint with a state or local agency), the National Labor Relations Board (“NLRB”), or with another governmental agency; (ii) require Employee to dismiss any pending administrative complaint with the EEOC (or cross-filed state or local agency complaint), NLRB, or with another governmental agency; (iii) limit or restrict Employee’s non-waivable right to participate as a witness or cooperate in any investigation by the EEOC, NLRB, or another governmental agency; or (iv) limit Employee’s right to receive an award for information provided to the Securities and Exchange Commission or with another governmental agency. This Agreement also does not in any way, and is not intended to, apply to any claim arising out of conduct occurring after the date this Agreement is signed by Employee, or limit or restrict Employee’s right to file a claim to enforce the terms of this Agreement after it becomes effective.

7.    Employee Representations Concerning Company Conduct:

Unless expressly stated herein, Employee is not aware of any actions by the Company or any of the Released Parties up through and including the Separation Date that evidence: (i) any inappropriate, discriminatory, unlawful, unethical, or retaliatory conduct of any kind whatsoever (“Inappropriate Conduct”) against Employee or any other third person or entity, or (ii) any failure of the Company to reasonably investigate or respond to any complaint that Employee has made about Inappropriate Conduct.

8.    Miscellaneous Terms:

This Agreement:

a.    may be executed in multiple counterparts, each part constituting an original. A facsimile shall constitute an original copy;

b.    shall not be construed as an admission of wrongdoing on the part of the Company, Employee, or the Released Parties;

c.    if found to be unenforceable in whole or in part, shall be modified so as to give full effect to the parties’ intentions or, if not possible, the unenforceable provision excised from the Agreement with each and every remaining portion of the Agreement remaining in full force and effect; and

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d.    shall supersede any prior oral or written communications concerning the subject matter or terms of this Agreement.

9.    Employee’s Acknowledgement and Agreement:

Employee understands, acknowledges and agrees that he has:

a.    carefully read and fully understands the Agreement and is signing this Agreement knowingly and voluntarily and without duress or coercion; and

b.    been advised by this Agreement, in writing, to consult with an attorney, at own expense, prior to executing this Agreement; and

c.    been given a full twenty-one (21) days within which to consider the Agreement before signing it; and

d.    been given seven (7) days following Employee’s execution of this Agreement to revoke acceptance of this Agreement by delivering a written notice of revocation to “Corporate Vice President, Global Human Resources, Baxter Healthcare Corporation, One Baxter Parkway, Deerfield, Illinois 60015.” This Agreement will not become effective or enforceable until this seven (7) day revocation period has expired without any revocation by Employee. Employee understands that if he does not sign this Agreement within the consideration period and by the deadline for signature specified below, and/or revokes acceptance of this Agreement within this revocation period specified in this paragraph, he is not entitled to the payments and other benefits provided in this Agreement.

THIS AGREEMENT MUST BE SIGNED BY EMPLOYEE AND RETURNED TO JEANNE MASON BEFORE OR BY MARCH 20, 2017 TO BE ENFORCEABLE. IF NOT RECEIVED BY THIS DATE, EMPLOYEE WILL BE DEEMED TO HAVE REJECTED THIS AGREEMENT.

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Attachment A

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Exhibit 10.2

Baxter International Inc.

Equity Plan

adopted as of March 2, 2017

1.    Purpose

This Equity Plan (the “ Plan ”) has been adopted by the Compensation Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of Baxter International Inc. (“ Baxter ”).

2.    Participants

Participants in this Plan (each a “ Participant ”) shall be select employees of Baxter or its subsidiaries (the “ Company ”) to whom the Committee may make awards of stock options (each an “ Option ”), performance share units (each a “ PSU ”) and restricted stock units (each an “ RSU ”, and together with Options and PSUs, “ Awards ”) under this Plan.

3.    Awards

3.1     Awards shall be made pursuant to and for the purposes stated in the Company incentive compensation program or plan (the “ Program ”) identified in the individual grant materials provided to the Participant (the “ Grant ”). Such Grant materials consist of a communication letter to Participants notifying them of their Awards and may include alternative terms with respect to vesting, in which case the vesting terms in the Grant communication letter shall govern. All Awards granted hereunder shall be subject to the Company’s Incentive Compensation Recoupment Policy or Executive Compensation Recoupment Policy, as applicable, and shall be subject to potential clawback in accordance with Section 8. Each Award shall be granted as of the date approved and as provided in the Grant (the “ Grant Date ”). The purchase price for each Share subject to an Option shall be the Fair Market Value of a share of common stock (the “ Common Stock ”), par value $1.00, of Baxter (each a “ Share ”) on the Grant Date. The terms of each Award will be as set forth in this Plan. Unless otherwise defined herein, capitalized terms used in this Plan shall have the meanings set forth in the Program. Options are not intended to qualify as Incentive Stock Options within the meaning of section 422 of the United States Internal Revenue Code, as amended (the “ Code ”).

3.2     Notwithstanding any other provision in the Plan to the contrary, any Grant or Award made under the Plan on or after March 2, 2017 shall be cancelled and no Award will vest or be exercisable if the Participant does not accept, sign, date and return, as directed by Baxter, the Non-Competition, Non-Solicitation and Confidentiality Agreement within sixty (60) days of being provided a copy of such agreement.

4.    Options

4.1.     Except for Options granted to employees of the Company’s subsidiaries in France, Options shall become exercisable as follows: (i) one-third on the first anniversary of the Grant Date, (ii) one-third on the second anniversary of the Grant Date, and (iii) the remainder on the third anniversary of the Grant Date. If Options would become exercisable on a date that is not a business day, they will become exercisable on the next business day. A business day is any day on which the Common Stock is traded on the New York Stock Exchange. After Options become

exercisable (in each case, in whole or in part) and until they expire, the Options may be exercised in whole or in part, in the manner specified by the Committee. Under no circumstances may Options be exercised after they have expired. Shares may be used to pay the purchase price for Shares to be acquired upon exercise of Options or fulfill any tax withholding obligation, subject to any requirements or restrictions specified by the Committee.

4.2.     Subject to Section 8, if a Participant’s employment with the Company terminates before the Participant’s Options become exercisable, the Options will expire when the Participant’s employment with the Company terminates, except (i) in connection with a Qualifying Retirement or death or disability (each as outlined below) or (ii) if the Participant is rehired by the Company within ninety days of termination, in which case the Participant shall be construed to have been continuously employed by the Company for purposes of vesting and exercise.

4.3.     Subject to Section 8, if a Participant’s employment with the Company terminates after the Participant’s Options become exercisable, the Options will not expire immediately but will remain exercisable. Subject to Section 4.6, and except in the event of a Qualifying Retirement (as provided in Section 4.4), the Options will expire ninety days after the Participant’s employment with the Company terminates. If the Participant dies or becomes disabled during the ninety-day period, the Options will expire on the fifth anniversary of the termination date.

4.4.     Subject to Section 8, if the employment of a Participant who is at least 65 years of age, or at least 55 years of age with at least 10 years of employment with the Company, is terminated other than for Cause or by reason of the Participant’s death or disability (a “ Qualifying Retirement ”) then (i) if the date of such termination is after the calendar year of the Grant Date, the Options shall continue to vest as provided in Section 4.1, or (ii) if the date of such termination is in the calendar year of the Grant Date, a portion of the Options shall continue to vest as provided in Section 4.1, which portion shall be determined as follows: (# shares covered by Option award) * (# of months worked in that year, rounded to nearest whole month) / 12. Subject to Sections 4.6 and 8, the Participant’s Options (whether vesting pursuant to (i) or (ii) or previously vested) shall expire on the fifth anniversary of the termination date.

4.5.     If the employment of a Participant is terminated due to death or disability, then (i) if the date of such termination is after the calendar year of the Grant Date, the Options shall vest immediately, or (ii) if the date of such termination is in the calendar year of the Grant Date, a portion of the Options shall vest immediately, which portion shall be determined as follows: (# shares covered by Option award) * (# of months worked in that year, rounded to nearest whole month) / 12. Subject to Section 4.6, such Options will expire on the fifth anniversary of the termination date.

4.6.     Subject to Section 8, Options that have not previously expired will expire at the close of business on the tenth anniversary of the Grant Date. If Options would expire on a date that is not a business day, they will expire at the close of business on the last business day preceding that date.

4.7.     Except as the Committee may otherwise provide, Options may only be exercised by the Participant, the Participant’s legal representative, or a person to whom the Participant’s rights in the Options are transferred by will or the laws of descent and distribution.

4.8.     A transfer of employment within the Company will not constitute a termination of employment within the meaning of the Plan.

4.9.     A transfer of employment to a company that assumes an Option or issues a substitute option in a transaction to which Section 424 of the Code applies will not constitute a termination of employment within the meaning of the Plan.

4.10.     Except to the extent that it would cause the Option to be subject to Section 409A of the Code, the Committee may, in its sole discretion and without receiving permission from any Participant, substitute stock appreciation rights (“ SARs ”) for any or all outstanding Options. Upon the grant of substitute SARs, the related Options replaced by the substitute SARs shall be cancelled. The grant price of the substitute SARs shall be equal to the Option Price of the related Options, the term of the substitute SARs shall not exceed the term of the related Options, and the terms and conditions applicable to the substitute SARs shall otherwise be substantially the same as those applicable to the related Options replaced by the substitute SARs. Upon exercise, the SARs will be settled in Shares.

4.11. To the extent that an Option has not been exercised on the date the Option would otherwise expire pursuant to Sections 4.6 and 8, and the Fair Market Value of the Common Stock on such date exceeds the exercise price, Baxter may (but shall not be obligated to), on behalf of the Participant, direct that the Option be exercised and the shares of Common Stock sold, with the proceeds used to pay the exercise price and any applicable tax withholding, and the remaining proceeds credited to the Participant’s account, or take such other action as the Committee may determine; provided that in no event shall Baxter, any member of the Committee, or any person acting on their behalf have any liability to a Participant for failing to take any such action.

5.    Performance Share Units

5.1.     The PSUs will be earned 50% under 5.1(a) and 50% under 5.1(b) as follows:

5.1(a).     The PSUs earned under this subsection (a) will be earned based on the rank of Baxter’s growth in shareholder value (“ GSV ”) relative to the GSV of companies in the healthcare peer group selected by the Committee within the first ninety (90) days of 2016 (the “ GSV PSUs ”). GSV will be measured over a three-year period beginning with the first day of the calendar year of the Grant Date and ending on the last day of the third calendar year (the “ GSV Performance Period ”).

The GSV PSUs will pay out in shares of Common Stock in a range of 0% to 200% of the number of GSV PSUs awarded to the Participant as follows:

The GSV PSUs will pay out linearly between each set of data points. GSV will be measured based on the average closing stock prices over the last twenty days of the GSV Performance Period (plus reinvested dividends) divided by average closing stock prices over the twenty trading days prior to the beginning of the GSV Performance Period.

5.1(b).     The PSUs earned under this subsection (b) will be earned based on Baxter’s Adjusted Operating Margin (OM) performance (the “ OM PSUs ”), as defined below. OM performance will be measured annually over a three-year period, beginning with the first day of the calendar year of the Grant Date and ending on the last day of the third calendar year (the “ OM Performance Period ” and together with the GSV Performance Period, the “ Performance Periods ”), with one-third of the OM PSUs allocated to each one-year period. For each one-year period, the Committee will set a target OM performance within the first ninety (90) days of each one-year period and assess annual performance against that target after the conclusion of that one-year period, which shall be finalized in accordance with 5.1(c). OM PSUs for the one-year period shall be deemed earned at such time but shall not vest until the end of the three-year OM Performance Period. The use of the term “earned” in this context shall not be construed to imply that the Participant has completed any portion of the service required to receive a payment with respect to the OM PSUs until the end of the vesting period.

For each one-year period, the OM PSUs will pay out in shares of Common Stock in a range of 0% to 200% of the number of OM PSUs allocated to that one-year period to the Participant as follows:

The OM PSUs will pay out linearly between each set of data points. OM performance will be measured for each one-year period based on such year’s operating income divided by annual sales for such year.

5.1(c).     Following the end of the Performance Periods, the Committee shall determine the PSU payout, which determination shall be final and binding. Shares of Common Stock earned will be delivered or otherwise made available to the Participant as soon as practical after the Committee makes its determination but not later than the March 15 after the end of the Performance Periods. PSUs will only be settled in shares of Common Stock. Any other settlement modality shall be considered an exception, which would have to be approved separately by the Committee.

5.2.     Subject to Section 8, if a Participant’s employment with the Company terminates before the end of the Performance Periods, any unvested PSUs shall be forfeited on the effective date of termination, except (i) in connection with a Qualifying Retirement or death or disability (each as outlined below), or (ii) if the Participant is rehired by the Company within ninety days of termination, in which case the Participant shall be construed to have been continuously employed by the Company for purposes of vesting.

5.3.     Subject to Section 8, if the employment of a Participant terminates in a Qualifying Retirement then (i) if the date of such termination is after the calendar year of the Grant Date, the PSUs will remain eligible for payout at the end of the Performance Periods on the terms provided in Section 5.1, or (ii) if the date of such termination is in the calendar year of the Grant Date a portion of the unearned PSUs shall remain eligible for payout at the end of the Performance Periods on the terms provided in Section 5.1, which portion shall be determined as follows: (# PSUs awarded) * (# of months worked in that year, rounded to nearest whole month) / 12.

5.4.     If the employment with the Company of a Participant is terminated due to death or disability, the PSUs shall vest as follows: (i) if the date of such termination is after the calendar year of the Grant Date, any unearned OM PSUs and any GSV PSUs shall pay out at 100% of the Target Grant (as depicted in the tables in Section 5.1.), in addition to payment of any earned OM PSUs, within sixty days, or (ii) if the date of such termination is in the calendar year of the Grant Date a portion of the unearned PSUs shall pay out as provided in (i), which portion shall be determined as follows: (# PSUs awarded) * (# of months worked in that year, rounded to nearest whole month) / 12.

5.5.     The PSUs shall not be transferable and may not be sold, assigned, pledged, hypothecated or otherwise encumbered.

5.6.     A transfer of employment within the Company will not constitute a termination of employment within the meaning of the Plan.

5.7.     Until the shares of Common Stock have been delivered or otherwise made available as provided in Section 5.1, the Participant shall not be treated as a shareholder as to those shares of Common Stock relating to the PSUs. Notwithstanding the foregoing, the Participant shall be permitted to receive additional PSUs with respect to outstanding PSUs based upon the dividends and distributions paid on shares of Common Stock to the same extent as if each PSU were a share of Common Stock (without adjustment prior to vesting for payment levels set forth in the table in Section 5.1), which additional PSUs shall be determined in amount and value in the Company’s discretion and shall be delivered or made available at the same time and to the same extent as the PSUs to which they relate or as otherwise determined by the Company.

5.8.     To the extent required by Section 409A of the Internal Revenue Code, no PSUs that become payable to a specified employee (as defined in the Baxter International Inc. and Subsidiaries Deferred Compensation Plan) by reason of a separation from service shall be paid until the first day of the seventh month following the separation from service, and the PSUs shall be otherwise interpreted and administered in accordance with Section 409A.

6.    Restricted Stock Units

6.1.     RSUs are subject to being earned and vested as follows: (i) one-third on the first anniversary of the Grant Date, (ii) one-third on the second anniversary of the Grant Date, and (iii) the remainder on the third anniversary of the Grant Date (each as applicable, a “ Vesting Date ”). If RSUs would become earned and vested on a date that is not a business day, the next business day shall be the Vesting Date. The Company will deliver or otherwise make available to the Participant within 2  ¹ ⁄ ₂ months following the applicable Vesting Date one Share for each RSU that vests. RSUs will only be settled in Shares. Any other settlement method would be considered an exception and would have to be approved separately by the Committee.

6.2.     Subject to Section 8, if a Participant’s employment with the Company terminates before a given Vesting Date, any unvested RSUs will be forfeited when the Participant’s employment with the Company terminates, except (i) in connection with a Qualifying Retirement or death or disability (each as outlined below), or (ii) if the Participant is rehired by the Company within ninety days of termination, in which case the Participant shall be construed to have been continuously employed by the Company for purposes of vesting and payout.

6.3.     Subject to Section 8, if the employment of a Participant terminates in a Qualifying Retirement then (i) if the date of such termination is after the calendar year of the Grant Date, the RSUs will remain eligible for payout on the terms provided in Section 6.1, or (ii) if the date of such termination is in the calendar year of the Grant Date a portion of the RSUs shall remain eligible for payout on the terms provided in Section 6.1, which portion shall be determined as follows: (# RSUs awarded) * (# of months worked in that year, rounded to nearest whole month) / 12.

6.4.     If the employment with the Company of a Participant is terminated due to death or disability, the RSUs shall vest as follows: (i) if the date of such termination is after the calendar year of the Grant Date, all the RSUs shall pay out within sixty days, or (ii) if the date of such termination is in the calendar year of the Grant Date a portion of the RSUs shall pay out within sixty days, which portion shall be determined as follows: (# RSUs awarded) * (# of months worked in that year, rounded to nearest whole month) / 12.

6.5.     The RSUs shall not be transferable and may not be sold, assigned, pledged, hypothecated or otherwise encumbered.

6.6.     A transfer of employment within the Company will not constitute a termination of employment within the meaning of the Plan.

6.7.     Until the Shares have been delivered or otherwise made available as provided in Section 6.1, the Participant shall not be treated as a shareholder as to those Shares relating to the RSUs. Notwithstanding the foregoing, the Participant shall be permitted to receive additional RSUs with respect to outstanding RSUs based upon the dividends and distributions paid on Shares to the same extent as if each RSU were a Share, which additional RSUs shall be delivered or made available at the same time and to the same extent as the RSUs to which they relate or as otherwise determined by the Company.

7.     Change in Control

Notwithstanding any other provision of the Program or this Plan (and in lieu of vesting at the times otherwise provided in the Program), if the termination of employment of a Participant occurs upon or within twenty-four (24) months following a Change in Control by reason of (a) termination by the Company for reasons other than for Cause or (b) termination by the Participant for Good Reason, then all Awards shall become immediately vested and exercisable.

8.    Equity Clawback

8.1.     For purposes of the Plan: (a) a Disqualifying Termination occurs if (i) the Participant’s employment with the Company terminates and (ii) such Participant violates (either during and/or after employment with Baxter) the terms of the Participant’s Non-Competition, Non-Solicitation and Confidentiality Agreement with Baxter International Inc. as described in and required by Section 3.2; (b) the Termination Date shall mean the last date of employment with Baxter by such Participant; and (c) a Participant’s Non-Competition, Non-Solicitation and Confidentiality Agreement shall mean such Participant’s non-competition, non-solicitation and confidentiality agreement entered into with Baxter in connection with the grant of Awards under the Plan.

8.2     If a Participant has a Disqualifying Termination, then any Awards that have not vested or are not exercisable as of the Termination Date (including any Awards that would later vest as a result of a Qualifying Retirement) shall be cancelled and shall not vest or be exercisable.

8.3     If a Participant has a Disqualifying Termination, then (a) any Awards which have vested or became exercisable within the following period shall be forfeited and shall be returned to Baxter: (1) in the event the Termination Date is on or after March 2, 2018, within the 12 months preceding the Termination Date and (2) in the event the Termination Date is prior to March 2, 2018, the period between March 2, 2017 and the Termination Date, and (b) any Awards that vested after the Termination Date as a result of a Qualifying Retirement shall be forfeited and shall be returned to Baxter. If the Participant has sold shares from any of such Awards, including the profit shares from an option exercise, then Participant shall make a cash payment to Baxter in an amount equal to the amount of the value of such shares at the time of the sale recognized from the sale or exercise of such Awards within 30 business days of written notice by Baxter to the Participant. Shares withheld by the Company for taxes shall be considered part of the shares sold.

9.    Additional Definitions

For purposes of the Plan, the following capitalized terms shall have the meanings provided below.

“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended.

“Cause” means (i) the willful and continued failure by the Participant to substantially perform his duties with the Company that has not been cured within 30 days after written demand for substantial performance is delivered by the Company, which demand specifically identifies the manner in which the Participant has not substantially performed (other than any such failure

resulting from the Participant’s incapacity due to physical or mental illness), (ii) the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) the engaging by the Participant in egregious misconduct involving serious moral turpitude, determined in the reasonable judgment of the Committee. For purposes hereof, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that such action was in the best interest of the Company. Notwithstanding the foregoing, if a Participant is a party to a Change in Control Agreement, “Cause” with respect to such Participant shall have the meaning given to such term in the Change in Control Agreement.

“Change in Control” means the first to occur of any of the following: (i) any Person is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Baxter (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 30% or more of the combined voting power of Baxter’s then outstanding securities, excluding any Person who becomes such a beneficial owner in connection with a merger or consolidation of Baxter or any direct or indirect subsidiary of Baxter with any other corporation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of (A) any parent of Baxter or the entity surviving such merger or consolidation or (B) if there is no such parent, of Baxter or such surviving entity; (ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Grant Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Baxter) whose appointment or election by the Board or nomination for election by Baxter’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Grant Date or whose appointment, election or nomination for election was previously so approved or recommended; (iii) there is consummated a merger or consolidation of Baxter or any direct or indirect subsidiary of Baxter with any other corporation or other entity, other than a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of (A) any parent of Baxter or the entity surviving such merger or consolidation or (B) if there is no such parent, of Baxter or such surviving entity; or (iv) the shareholders of Baxter approve a plan of complete liquidation or dissolution of Baxter or there is consummated an agreement for the sale or disposition by Baxter of all or substantially all of Baxter’s assets, other than a sale or disposition by Baxter of all or substantially all of Baxter’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of (A) any parent of Baxter or of the entity to which such assets are sold or disposed or (B) if there is no such parent, of Baxter or such entity.

“Change in Control Agreement” means an employment agreement, change in control agreement or plan, severance agreement or plan, or other agreement between the Company and a Participant or Company plan covering a Participant that provides for benefits upon termination for good reason or cause in connection with a change in control of Baxter and that has been approved by the Board or the Committee.

“Good Reason” means the occurrence (without the Participant’s express written consent) of any of the following which occur on or after a Change in Control: (i) reduction by the Company in the Participant’s annual base salary as in effect on the Grant Date or as the same may be increased from time to time; (ii) the relocation of the Participant’s principal place of employment to a location more than fifty (50) miles from the Participant’s principal place of employment immediately prior to the Change in Control or the Company’s requiring the Participant to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company’s business to an extent substantially consistent with the Participant’s business travel obligations as in effect immediately prior to the Change in Control; or (iii) the failure by the Company to pay to the Participant any portion of the Participant’s current compensation or to pay to the Participant any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due. Notwithstanding the foregoing, if a Participant is a party to a Change in Control Agreement, “Good Reason” with respect to such Participant shall have the meaning given to such term in the Change in Control Agreement.

“Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) Baxter or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of Baxter or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of Baxter in substantially the same proportions as their ownership of stock of Baxter.

9.    Withholding

Except as otherwise provided by the Committee, all Awards (including the payout of Awards) under the Plan are subject to withholding of all applicable taxes, which withholding obligations may be satisfied, with the consent of the Committee, through the surrender of Shares that the Participant already owns or to which a Participant is otherwise entitled under the Plan; provided, however, with the consent of the Committee, previously-owned Shares that have been held by the Participant or Shares to which the Participant is entitled under the Plan may only be used to satisfy the minimum tax withholding required by applicable law (or other rates that will not have a negative accounting impact).

10.    Program Controls

Except as specifically provided in the Plan, in the event of any inconsistency between the Plan and the Program, the Program will control, but only to the extent such Program provisions will not violate the provisions of section 409A of the Code.