Item. 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Severance Plan
On
Under the terms of the Plan, in the event of an Eligible Employee's Qualifying
Termination, which means an involuntary termination on or after the Effective
Date of an Eligible Employee by the Company for any reason other than due to
death, Disability, or for Cause, the Eligible Employee will be entitled to
receive the following benefits: (i) a cash payment equal to 1.5 times (for Group
1 Executives) or 1 times (for Group 2 Executives) the sum of the Eligible
Employee's base salary and target annual incentive amount; (ii) in the event the
Eligible Employee's Qualifying Termination is (x) on or after
The benefits provided under the Plan will be reduced by any amount paid or provided to an Eligible Employee by the Company under any other applicable plan or arrangement providing for a payment upon a termination of employment, including but not limited to, statutory severance or other termination pay arrangements, any Change in Control payments, or payments associated with individual employment or retention agreements, but not including payments associated with any long-term equity incentive awards.
Additionally, if within twelve months of an Eligible Employee's termination of employment: (i) the Eligible Employee violates any obligations under an employment agreement, restrictive covenant or similar agreement, or (ii) it is determined that the Eligible Employee could have been terminated for Cause, then the Eligible Employee will be required to repay all amounts received under the Plan within thirty days of demand for repayment and any future payments under the Plan will cease.
All payments and other benefits under the Plan are subject to the Eligible Employee's timely execution of a general release of claims in favor of the Company and the expiration of the period of revocation for such release.
The foregoing is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d)Exhibits. The following exhibits are provided as part of this Form 8-K:
Exhibit Number Description 10.1Baxter International Inc. Executive Severance Plan, effectiveNovember 16, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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