Kodak 2000 Annual Report Download - page 106

Download and view the complete annual report

Please find page 106 of the 2000 Kodak annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 110

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110

34
EXHIBIT I
AMENDMENT TO 2000 MANAGEMENT
VARIABLE COMPENSATION PLAN
Section 2.30 of the 2000 Management Variable Compensation Plan entitled “Performance Criteria” is hereby
amended in its entirety to read as follows:
2.30 Performance Criteria
“Performance Criteria” means the stated business criterion or criteria upon which the Performance Goals
for a Performance Period are based as required pursuant to Proposed Treasury Regulation Section 1.162-
27(e)(4)(iii). The Performance Criteria that will be used to establish such Performance Goal(s) will be
based on or derived from one or more of the following as designated by the Committee on a company
specific basis, business unit basis or in comparison with peer group performance: Economic Profit/EVA,
return on net assets (“RONA”), return on shareholders’ equity, return on assets, return on capital, return on
sales, shareholder return, total shareholder return, profit margin, earnings per share, net earnings,
operating earnings, earnings before interest and taxes, Common Stock price per share, cash flow, cost
reduction, revenue, revenue growth, sales or market share.
EXHIBIT II
CHARTER OF THE AUDIT COMMITTEE
I. PURPOSE
The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight
responsibilities with respect to the Company’s:
1. financial statements and financial information provided to shareholders and others,
2. system of internal controls,
3. financial reporting principles and policies,
4. internal and external audit processes, and
5. regulatory compliance programs for ethical business conduct.
II. COMPOSITION
The Audit Committee shall consist of at least three members of the Board who meet the requirements of
independence under the NYSE rules, that is, each of whom:
1. is not and has not been an employee of the Company or a Company subsidiary,
2. has no relationship to the Company that may interfere with the exercise of such director’s independence
from management and the Company,
3. is financially literate or will become so in a reasonable amount of time,
4. has no “cross compensation committee link” as that requirement is defined in Section 303 of the NYSE
Listed Company Manual, and
5. has no family relationship with any executive officer of the Company or any affiliate of the Company.
Prospective members shall be recommended by the Committee on Directors with input from the Chairman and
CEO and elected by the Board. One member shall be designated by the Board as the Chairman of the
Committee.
At least one member of the Committee shall have accounting or related financial management expertise.
III. MEETINGS
The Audit Committee shall meet at least four times per year or more frequently as circumstances require. The
Audit Committee shall review its charter at least annually.