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•	Annual Base Salary of $950,000, subject to annual review by the Compensation and Benefits Committee of the Company’s Board of Directors;

•	Eligibility to participate in the Company’s Executive Incentive Plan with a target bonus for the 2014 performance year of 95% of his Annual Base Salary;

•	Eligibility to receive an annual equity-based grant beginning in 2014 pursuant to the Company’s Long-Term Incentive Program with a target value of $3,500,000;

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Sign-On Bonus of $5,000,000 payable in three installments, where (i) $2,500,000 is payable on the first regularly scheduled paycheck following his start date, (ii) $1,250,000 is payable on the first anniversary of his start date, and (iii) $1,250,000 is payable on the second anniversary of his start date. Mr. Davis’s right to receive and retain each payment is conditioned on his continued employment for 24 months after his start date (the “Sign-On Bonus Period”). However, if Mr. Davis’s employment is terminated during the Sign-On Bonus Period by the Company for reasons other than Cause or as the result of his death or disability, then he would be entitled to retain the portion of his Sign-On Bonus which has already been paid. If his employment is terminated by the Company for reasons other than Cause before an installment due date, then the installments will remain payable in accordance with the original payment schedule;

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•	A grant of Restricted Stock Units (“RSUs”) valued at approximately $5,000,000 to be made on the first quarterly grant date immediately following his start date. The RSUs will fully vest on the third anniversary of his start date. The RSUs also vest on the last date of employment if Mr. Davis’s employment is involuntarily terminated by the Company other than for cause;

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Eligibility to receive a cash payment of $2,000,000 within 90 days of the termination of his employment at the Company other than for cause, provided that the termination occurs on or after the tenth anniversary of his employment start date and he has experienced no breaks in service with the Company. This payment is intended to compensate Mr. Davis for pension benefits he will forgo upon leaving Baxter.

•	Reimbursement for certain expenses associated with Mr. Davis’s move of his residence in accordance with the Company’s Relocation Program; and

•	Participation in other benefit plans in accordance with the Company’s practices for other executives of a similar level, including participation in the Company’s Change in Control Plan.

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