Kodak 2006 Annual Report Download - page 219

64
Individual Severance Arrangements
Antonio M. Perez
Mr. Perez will be eligible to receive certain severance benefi ts in the event his employment is terminated under various circumstances as described
below. The amount and nature of the severance benefi ts he will be eligible to receive varies depending on the circumstances surrounding his termina-
tion. As a condition to receiving severance benefi ts, Mr. Perez must execute a general release and covenant not to sue in favor of the Company. He is
not required to seek other employment to mitigate the amount of any severance payments payable to him. Mr. Perez will be subject to a two-year non-
compete agreement after termination of his employment. To the extent he breaches this non-compete agreement, he will forfeit the right to receive
certain severance benefi ts otherwise payable in connection with termination without cause and for good reason. He will also be obligated to repay the
Company for any severance benefi ts received.
Termination by the Company without Cause or by Mr. Perez for good reason. If Mr. Perez is terminated by the Company without cause or if Mr.
Perez terminates his employment with the Company for good reason, he is eligible to receive (less applicable withholding):
• an amount equal to two times the sum of his current base salary and target EXCEL bonus award, payable over 24 months;
• a pro rata target bonus award under the EXCEL plan payable in a single installment on the normal payment date when awards are paid to other
executives;
• any earned, but unpaid, EXCEL award for the prior performance year;
• waiver of the forfeiture provisions of any restricted stock award (other than unvested restricted shares granted at the time of his employment)
outstanding;
• waiver of the forfeiture provisions for a pro rata portion of any restricted shares granted at the time of his employment; and
• the continued vesting of unvested option awards and all vested options will remain exercisable for the remainder of their term;
• continuation of existing coverage under Kodak’s health and dental plans for four months at the Company’s expense;
• outplacement services;
• services under Kodak’s fi nancial counseling program for the two-year period immediately following his termination of employment; and
• his supplemental retirement benefi t provided under his individual agreement as set forth in the Regular Severance Payments Table on page 67.
Termination by the Company for Cause. If Mr. Perez’s employment is terminated by the Company for cause, he is eligible to receive (less applicable
withholding):
• any earned, but unpaid, EXCEL award for the prior performance year;
• his supplemental retirement benefi t provided under his individual agreement as set forth in the Regular Severance Payments Table on page 67;
and
• sixty days to exercise any vested stock options, unless the option is forfeited by its terms as a result of his termination for cause.
Termination by Mr. Perez without good reason. If Mr. Perez terminates his employment without good reason, he is eligible to receive (less ap-
plicable withholding):
• any earned, but unpaid, EXCEL award for the prior performance year;
• his supplemental retirement benefi t provided under his individual agreement as set forth in the Regular Severance Payments Table on page 67;
and
• any vested options granted at the time he commenced employment will remain exercisable for the remainder of their term and all other vested
options will remain exercisable for sixty days.
Termination for Death. In the event Mr. Perez’s employment is terminated due to his death, his estate will be eligible to receive (less applicable with-
holding):
• a pro rata annual target award under the EXCEL plan payable in a single installment on the normal payment date when awards are paid to
other executives;
• any earned, but unpaid, EXCEL award for the prior performance year;
• waiver of the forfeiture provisions of any restricted stock award outstanding;
• acceleration of the vesting of any unvested option award and all outstanding options will remain exercisable by his estate or transferee for the
remainder of the original stock term;
• services under Kodak’s fi nancial counseling program for the two-year period immediately following his death; and
• a survivor benefi t under his supplemental retirement benefi t pursuant to his individual agreement as set forth in the Regular Severance Pay-
ments Table on page 67.