Kodak 2002 Annual Report Download - page 119

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Proxy Statement
114
Performance Stock Program
Based on the Company’s financial performance over the three-year period ending in 2002, Mr. Carp did not receive an award for the
2000-2002 performance cycle. As reported previously, Mr. Carp did receive an interim award under the Executive Incentive Plan, a
special program established under the 2002-2004 performance cycle. The interim award earned by Mr. Carp is listed under the column
entitled “Restricted Stock Awards” in the Summary Compensation Table on page 96.
Restricted Stock Unit Award
In November 2002, the Company approved a retention-based award to Mr. Carp consisting of restricted stock units corresponding to
100,000 shares of common stock. Effective December 2, 2002, 75,000 of these units were awarded; the remaining 25,000 units were
awarded effective January 1, 2003. All of the units vest on the third anniversary of the date of grant, but payment for the units may
not be received before the fourth anniversary of the date of grant. The award is listed in the Summary Compensation Table on page 96
under the column entitled “Restricted Stock Awards.”
COMPANY POLICY ON QUALIFYING COMPENSATION
Under Section 162(m) of the Internal Revenue Code, the Company may not deduct certain forms of compensation in excess of
$1,000,000 paid to any of the named executive officers that are employed by the Company at year-end. The Committee believes that it
is generally in the Company’s best interests to have compensation be deductible under Section 162(m). The Committee also feels,
however, that there may be circumstances in which the Company’s interests are best served by maintaining flexibility regardless of
whether compensation is fully deductible under Section 162(m).
Richard S. Braddock, Chair
Timothy M. Donahue
Durk I. Jager
Hector de J. Ruiz
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16 of the Securities Exchange Act of 1934, as amended, requires our executive officers (as defined under Section 16),
directors and persons who beneficially own greater than 10% of a registered class of our equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. We are required to disclose any failure of these executive
officers, directors and 10% stockholders to file these reports by the required deadlines. Based solely on our review of the copies of
these forms received by us or written representations furnished to us, we believe that, for the reporting period covering our 2002
fiscal year, our executive officers and directors complied with all their reporting requirements under Section 16(a) for this fiscal year,
except that, due to an administrative error, each of the Company’s directors and executive officers made one late filing on Form 4
covering the grant of stock options to them on November 22, 2002.