Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On December 12, 2008, Baxter International Inc. (the "Company") amended and restated the Employment Agreement, dated April 19, 2004, between the Company and Robert L. Parkinson, Jr., the Company's Chairman, Chief Executive Officer and President (as amended and restated, the "Agreement").
The primary purposes of the amendment and restatement were to conform the Agreement to Section 409A of the Internal Revenue Code, as amended (the "Code") and to change the term of the Agreement. The changes made as a result of Section 409A of the Code relate to recent regulatory guidance governing the federal income taxation of certain deferred compensation. In addition, the Agreement now provides for a rolling term of two years subject to an expiration date of January 30, 2016. The Agreement also includes changes made to reflect the passage of time and conform terms to existing Company programs and practices, including updating the types of equity awards available to Mr. Parkinson to be consistent with the Company's current compensation program and updating definitions to reflect the definitions now used in Company-wide plans and programs.
The above summary of the material terms of the Agreement is qualified in its entirety by reference to the text of the Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

10.1 Amended and Restated Employment Agreement with Robert L. Parkinson, Jr. dated December 12, 2008

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