Kodak 2005 Annual Report Download - page 176

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Director Share Ownership Requirements
A director is not permitted to exercise any stock options or sell any restricted shares granted to him or her by the Company unless and until the
director owns shares of stock in the Company (either outright or through phantom stock units in the directors’ deferred compensation plan) that have
a value equal to at least fi ve times the then maximum amount of the annual retainer which may be taken in cash by the director (currently, this amount
is $200,000).
Deferred Compensation
Non-employee directors may defer some or all of their annual retainer and restricted stock award into a deferred compensation plan. The plan has
two investment options, an interest-bearing account that pays interest at the prime rate and a Kodak phantom stock account. Nine directors deferred
compensation in 2005. In the event of a change in control, the amounts in the phantom accounts will generally be paid in a single cash payment. The
plan’s benefi ts are neither funded nor secured.
Life Insurance
The Company provides $100,000 of group term life insurance to each non-employee director. This decreases to $50,000 at retirement or age 65,
whichever occurs later.
Charitable Award Program
This program, which was closed to new participants effective January 1, 1997, provides for a contribution by the Company of up to $1,000,000
following a director’s death to a maximum of four charitable institutions recommended by the director. The individual directors derive no fi nancial
benefi ts from this program. It is funded by self-insurance and joint life insurance policies purchased by the Company. Richard S. Braddock and
Martha Layne Collins continue to participate in the program.
Personal Umbrella Liability Insurance
The Company provides $5,000,000 of personal liability insurance to each non-employee director. This coverage terminates on December 31st of the
year in which the director terminates service on the Company’s Board.
Travel Accident Insurance
The Company provides each non-employee director with $200,000 of accidental death and $100,000 of dismemberment insurance while traveling to,
or attending, Board or Committee meetings.
Travel E xpenses
The Company reimburses the directors for travel expenses incurred in connection with attending Board, committee and shareholder meetings and
other Company-sponsored events and provides Company transportation to the directors (including use of Company aircraft) to attend such meetings
and events.