1 unchanged sentence
Certain of our officers and directors have made elections to participate in, and are participating in, our employee stock purchase plan or have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
−Removed: Updated Almeida Terms of Employment Letter
−Removed: On July 25, 2023 Baxter entered into an amended offer letter with Mr.
−Removed: Almeida setting forth the terms of his continued employment.
−Removed: Under the new letter, which replaces Mr.
−Removed: Almeida’s prior offer letter, Mr.
−Removed: Almeida will continue to serve as Chairman of the Board and President and Chief Executive Officer of the Company.
−Removed: Almeida’s base salary will remain $1,300,000 per annum, his target bonus will remain at 165% of base salary, and his current annual long-term incentive target opportunity will continue to be $11,000,000.
−Removed: Almeida remains eligible to receive benefits to the same extent and on the same terms as those benefits provided to other senior executives.
−Removed: Almeida also remains eligible to receive cash severance equal to two years’ base salary and target bonus in the event of an involuntary termination without “Cause” or termination with “Good Reason” (each as defined in Mr.
−Removed: Almeida’s Change In Control Agreement dated September 24, 2020).
−Removed: In addition, Mr.
−Removed: Almeida is eligible to use the Company aircraft or, if unavailable, charter aircraft for personal use up to 50 hours per calendar year (prorated for 2023 based on the date of the amended offer letter).
−Removed: Almeida is required to reimburse the Company for any personal usage of the Company’s aircraft in excess of this allowance pursuant to his time sharing agreement with the Company and is responsible for all taxes associated with the allowance.
−Removed: In addition to these benefits, in accordance with the terms of his Change In Control Agreement, Mr.
−Removed: Almeida remains eligible for certain payments in the event of his termination for Good Reason or termination without Cause following a “Change in Control” (as defined in such agreement).
−Removed: Almeida is also subject to certain restrictive covenants, including non-competition, non-solicitation of customers, suppliers and employees and non-disparagement.
−Removed: The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the amended offer letter, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated into this filing by reference.
+Added: On September 6, 2023 , Jeanne Mason , our Chief Human Resources Officer , entered into a modification to her existing trading plan for the sale of certain shares of our common stock in connection with the exercise of expiring stock options, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: As modified, the plan terminates on March 3, 2025.
+Added: The aggregate number of shares to be sold under the modified plan is 218,731 shares.
Exhibit Index:
Number Description
−Removed: 2.1 Equity Purchase Agreement, dated May 8, 2023, by and among Baxter International Inc., Baxter Healthcare Corporation, Baxter Deutschland Holding GmbH, Gambro Dialysatoren GmbH, Bamboo US BidCo LLC and Blitz 23-317 GmbH (incorporated by reference to Exhibit 2.1 to Ba xter International Inc.'s Current Report on Form 8-K, filed on May 9 , 2023).
−Removed: 3.1 Amended and Restated Bylaws, dated May 6, 2023 (incorporated by reference to Exhibit 3.1 to Baxter International Inc.'s Current Report on Form 8-K, filed on May 9 , 2023).
−Removed: 10.1* Amended Offer Letter between Baxter International Inc.
−Removed: Almeida, dated as of July 25, 2023.
−Removed: 10.2* Change in Control Agreement between Baxter International Inc.
−Removed: and Christopher Toth, dated as of June 15, 2023.
+Added: 10.1 Offer Letter, dated September 2 6 , 2023, by and between Baxter International Inc.
+Added: and Joel Grade (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on October 3, 2023).
31.1* Certification of Chief Executive Officer Pursuant to Rules 13a-14 (a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
18 unchanged sentences
BAXTER INTERNATIONAL INC.
−Removed: July 27, 2023
−Removed: Senior Vice President, Interim Chief Financial Officer, Chief Accounting Officer and Controller
−Removed: (duly authorized officer and principal financial and accounting officer)
+Added: November 2, 2023
+Added: Executive Vice President and Chief Financial Officer, (duly authorized officer and principal financial officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.