Kodak 2007 Annual Report Download - page 203

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 Exhibits
EXHIBIT I — DIRECTOR INDEPENDENCE STANDARDS
Pursuant to the recently finalized NYSE Listing Standards, the Board of Directors has adopted Director Independence Standards to assist
in its determination of director independence. To be considered “independent” for purposes of these standards, a director must be
determined, by resolution of the Board as a whole, after due deliberation, to have no material relationship with the Company other than as
a director. In each case, the Board will broadly consider all relevant facts and circumstances and will apply the following standards.
1) A director will not be considered “independent” if, within the preceding three years:
• The director was an employee, or an immediate family member of the director was an executive officer of the Company; or
• The director, or an immediate family member of the director, received more than $100,000 per year in direct compensation from the
Company, other than director fees and pension or other forms of deferred compensation for prior service (provided that such
compensation is not contingent in any way of continued service with the Company); except that compensation received by an
immediate family member of the director for services as a non-executive employee of the Company need not be considered in
determining independence under this test; or
• The director was affiliated with or employed by, or an immediate family member of the director was affiliated with or employed in a
professional capacity by, a present or former internal or external auditor of the Company; or
• The director, or an immediate family member of the director, was employed as an executive officer of another company where any of
the Company’s present executives serve on that company’s compensation committee; or
• The director was employed by another company (other than a charitable organization), or an immediate family member of the director
was employed as an executive officer of such company, that makes payments to, or receives payments from, the Company for
property or services in an amount which, in any single fiscal year, exceeds the greater of: a) $1 million or b) 2% of such other
company’s consolidated gross revenues; provided, however, that, in applying this test, both the payments and the consolidated gross
revenues to be measured will be those reported in the last completed fiscal year; and provided, further, that this test applies solely to
the financial relationship between the Company and the director’s (or immediate family member’s) current employer — the former
employment of the director or immediate family member need not be considered.
2) The following relationships will not be considered to be material relationships that would impair a director’s independence:
• Commercial Relationship: if a director of the Company is an executive officer or an employee, or whose immediate family member
is an executive officer of another company that makes payments to, or receives payments from, the Company for property or services
in an amount which, in any single fiscal year, does not exceed the greater of: a) $1,000,000 or b) 2% of such other company’s
consolidated gross revenues;
• Indebtedness Relationship: if a director of the Company is an executive officer of another company that is indebted to the
Company, or to which the Company is indebted, and the total amount of either company’s indebtedness is less than 2% of the
consolidated assets of the company wherein the director serves as an executive officer;
• Equity Relationship: if the director is an executive officer of another company in which the Company owns a common stock interest,
and the amount of the common stock interest is less than 5% of the total shareholders’ equity of the company where the director
serves as an executive officer; or
• Charitable Relationship: if a director of the Company, or the spouse of a director of the Company, serves as a director, officer or
trustee of a charitable organization, and the Company’s contributions to the organization in any single fiscal year are less than the
greater of: a) $1,000,000 or b) 2% of that organization’s gross revenues.
3) For relationships not covered by Section 2 above, or for relationships that are covered, but as to which the Board believes a director
may nevertheless be independent, the determination of whether the relationship is material or not, and therefore whether the director
would be independent, will be made by the directors who satisfy the independence guidelines set forth in Sections 1 and 2 above. The
Company will explain in its proxy statement any Board determination that a relationship was immaterial in the event that it did not meet
the categorical standards of immateriality set forth in Section 2 above.