Kodak 2002 Annual Report Download - page 107

Proxy Statement
102
EMPLOYMENT CONTRACTS AND ARRANGEMENTS
DANIEL A. CARP
Effective December 10, 1999, the Company entered into a letter agreement with Mr. Carp providing for his employment as President
and Chief Executive Officer. The letter agreement provides for a base salary of $1,000,000, subject to annual adjustment, and a target
annual bonus of 105% of his base salary. Mr. Carp’s compensation will be reviewed annually by the Executive Compensation and
Development Committee. The Executive Compensation and Development Committee approved an increase of Mr. Carp’s annual base
salary to $1,100,000 effective May 5, 2003. Mr Carp’s target award under the Company’s variable pay plan will remain at 155% of his
base salary.
If the Company terminates Mr. Carp’s employment without cause, Mr. Carp will be permitted to retain his stock options and restricted
stock. He will also receive severance pay equal to three times his base salary plus target annual bonus and prorated awards under the
Company’s bonus plans. The letter agreement also provides that for pension purposes, Mr. Carp will be treated as if he were age 55, if
he is less than age 55 at the time of his termination, or age 60, if he is age 55 or older but less than age 60, at the time of his
termination of employment.
In the event of Mr. Carp’s disability, he will receive the same severance pay as he would receive upon termination without cause;
except it will be reduced by the present value of any Company-provided disability benefits he receives. The letter agreement also
states that upon Mr. Carp’s disability, he will be permitted to retain all of his stock options.
ROBERT H. BRUST
The Company employed Mr. Brust under an offer letter dated December 20, 1999, that was amended on November 12, 2001. In
addition to the information provided elsewhere in this Proxy Statement, the amended offer letter provides Mr. Brust a special
severance benefit. If, during the first seven years of Mr. Brust’s employment, the Company terminates his employment without cause,
he will receive severance pay equal to two times his base salary plus target annual bonus. After completing five years of service with
the Company, Mr. Brust will be allowed to keep his stock options upon his termination of employment for other than cause.
MARTIN M. COYNE
Effective November 15, 2001, the Company entered into a retention agreement with Mr. Coyne. In addition to the information provided
elsewhere in this Proxy Statement, the letter agreement provides Mr. Coyne a special severance benefit equal to two times his total
target annual compensation if he is terminated without cause prior to February 7, 2004. In such event, the letter agreement also
requires the Company to recommend to the Executive Compensation and Development Committee that Mr. Coyne be permitted to retain
his stock options, restricted stock and awards under the Performance Stock Program. The letter agreement sets Mr. Coyne’s target
award under the Company’s variable pay plan at 85% of his annual base salary.
MICHAEL P. MORLEY
Effective March 13, 2001, the Company entered into a retention agreement with Mr. Morley to encourage him to delay his retirement
until at least January 1, 2003. This letter agreement was subsequently amended on December 12, 2002. In addition to the information
provided elsewhere in this Proxy Statement, the letter agreement provided Mr. Morley a retention benefit of $370,000 if he remained
employed through December 31, 2002. Twenty thousand dollars of this amount was paid in March 2002, the balance was paid in
January 2003. The letter agreement also made Mr. Morley eligible for a severance allowance equal to one times his total target annual
compensation, less the amount of any base salary paid to him in 2002, if he was terminated without cause prior to December 31,
2002. The letter agreement required the Company to recommend to the Executive Compensation and Development Committee that Mr.
Morley be permitted, upon his termination of employment, to retain his stock options, restricted stock, restricted stock units and
awards under the Performance Stock Program.