Restricted Stock Plan

Exhibit 10.32


BAXTER INTERNATIONAL INC.
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
As amended and restated effective May 8, 1995
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This Plan contains the terms and conditions on which grants of common stock of Baxter International Inc. ("Restricted Stock") are made to the directors of Baxter International Inc. ("Baxter").


1. ELIGIBILITY AND GRANTS OF RESTRICTED STOCK


1.1 Each director of Baxter who is not an employee of Baxter or any of its subsidiaries is eligible to participate in this Plan. Each eligible director shall receive grants of Restricted Stock in accordance with this section 1 without further action by the board of directors or any of its committees. The provisions of this section 1 shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder.


1.2 Board Retainer. Each director elected for a three-year term shall receive 1,000 shares of Restricted Stock upon election or re-election to the Board of Directors. If a director is elected for a term of fewer than three years, the director shall receive 30 shares of Restricted Stock, upon election or re- election to the board, for each full calendar month in the director's term of office. If a director is elected for a term which does not include at least one full calendar month, the director shall receive 30 shares of Restricted Stock upon election or re-election to the board.


1.3 Board Membership Compensation. Each director elected for a three-year term shall receive 3,000 shares of Restricted Stock upon election or re-election to the Board of Directors. If a director is elected for a term of fewer than three years, the director shall receive 100 shares of Restricted Stock, upon election or re-election to the board, for each full calendar month in the director's term of office. If a director is elected for a term which does not include at least one full calendar month, the director shall receive 100 shares of Restricted Stock upon election or re-election to the board.


Each director continuing in office after Baxter's annual meeting of stockholders in May 1995 ("1995 Annual Meeting"), but who is not standing for re-election at the 1995 Annual Meeting, shall receive a Restricted Stock grant effective on the date of the 1995 Annual Meeting. Each director continuing in office for a two-year term shall receive 2,000 shares of Restricted Stock. Each director continuing in office for a one-year term shall receive 1,000 shares of Restricted Stock.


1.4 Board Retirement Benefit. Each director who ceases membership on the Board of Directors (for a reason other than death or removal for cause) at or after age 65 with at least five years of service as a non-employee director will receive a retirement benefit equal to 1,000 shares of Restricted Stock for each twelve-month


period of service as a non-employee director. The Restricted Stock grant shall be made effective on the director's last day of membership on the board.


1.5 Each grant of Restricted Stock shall be issued from shares held by Baxter in its treasury and when so issued, such shares shall be fully paid and non- assessable.


2. AGREEMENT AND CERTIFICATES


Each director receiving Restricted Stock shall enter into an agreement with Baxter incorporating the terms and conditions of this Plan. A stock certificate for the shares of Restricted Stock awarded will be issued in the name of each director and deposited, together with a stock power endorsed in blank by the director, with Baxter. Each such certificate shall bear a legend in substantially the following form:


The transferability of this certificate and the shares of Common Stock represented by it are subject to the terms and conditions (including conditions of forfeiture) contained in the Restricted Stock Plan for Non- Employee Directors of Baxter International Inc. ("Baxter"), as amended effective May 8, 1995, and an agreement entered into between the registered owner and Baxter. A copy of the Plan and agreement are on file in the office of the secretary of Baxter.


3. VESTING


3.1 Board Retainer. Each director who receives a Restricted Stock grant pursuant to section 1.2 of this Plan shall become vested in those shares of Restricted Stock at the expiration of the term of office to which the grant relates.


3.2 Board Membership Compensation. Each director elected for a three-year term shall become vested in the 3,000 shares of Restricted Stock he or she receives ...