Kodak 2006 Annual Report Download - page 204


Mary Jane Hellyar
Ms. Hellyar entered into a retention agreement with the Company on August 18, 2006. In addition to the information provided elsewhere in this Proxy
Statement, Ms. Hellyar is eligible to receive a base salary of $490,000 and a target award under the EXCEL plan of 62% of her base salary. The term
of Ms. Hellyar’s employment is indefinite, but her retention agreement provides for certain severance benefits in connection with termination of her
employment under various circumstances. For information regarding her potential severance payments and benefits in connection with termination of
her employment under various circumstances, please read the narrative descriptions and tables below, beginning on page 63 of this Proxy Statement.
Former Executive
Daniel T. Meek
The Company employed Mr. Meek under an offer letter on July 31, 1998, which was most recently amended on January 9, 2006, when Mr. Meek and
the Company entered into a retention agreement. Pursuant to this retention agreement, Mr. Meek was eligible to receive a base salary of $500,000.
Mr. Meek was also eligible to participate in a long-term incentive and retention plan associated with the restructuring of Global Manufacturing &
Logistics. The terms of this plan are further described under the Grants of Plan-Based Awards Table on page 50 of the Proxy Statement. Mr. Meek’s
retention agreement also provides for certain severance benefits in connection with termination of his employment under various circumstances.
On May 2, 2006, the Company entered into a letter agreement with Mr. Meek in connection with his termination of employment by the Company
without cause effective June 30, 2006. For information regarding the severance payments and benefits he received in connection with termination of
his employment in 2006, please read the narrative descriptions and tables below, beginning on page 63 of this Proxy Statement.
Bonus Payments for 2006 Performance
As described on page 35 of the CD&A, our covered employees did not receive an award bonus under the EXCEL plan for the 2006 performance period.
Based on the reasons stated in the CD&A, the Compensation Committee, however, granted our covered employees a discretionary performance bonus
in February 2007.
All of our Named Executive Officers, with the exception of Mr. Sklarsky, who received a bonus under his hiring agreement, received bonus awards as
follows:
Antonio M. Perez was awarded $1,381,050; his 2006 EXCEL target was $1,705,000;
Robert H. Brust was awarded $382,378; his 2006 EXCEL target was $538,560;
James T. Langley was awarded $251,100; his 2006 EXCEL target was $310,000;
Philip J. Faraci was awarded $261,144; his 2006 EXCEL target was $322,400;
Mary Jane Hellyar was awarded $261,268; her 2006 EXCEL target was $303,800; and
Daniel T. Meek’s prorated award was $125,550; his prorated 2006 EXCEL target was $155,000.
All of our Named Executive Officers received an award equal to 81% of target based on their and their unit’s achievements and in consideration
of the same factors used to determine the EXCEL corporate award pool, with the exception of Ms. Hellyar, who received above 81% of target for the
degree of achievement of business unit goals for the Film Products Group, and Mr. Brust, who received less than 81% of target as a result of his rela-
tive performance on unit-level goals.
Fifty percent of the bonus award was paid in cash and the remaining 50% was granted in restricted stock that vests over a three-year period, subject
to an executive’s continued employment. Messrs. Brust’s, Meek’s and Sklarsky’s bonuses, however, were paid entirely in cash. The amount of these
bonuses that was paid in cash to the Named Executive Officers for performance in 2006 appears in the “Bonus” column of the Summary Compensa-
tion Table on page 43 of this Proxy Statement. The restricted stock portion of these bonuses is not reported in the Summary Compensation Table
because the restricted stock was granted in 2007.