Kodak 2008 Annual Report Download - page 171

45
2008 Delivered Compensation vs. Target
Long-Term Equity
Incentive Plan
Named
Executive
Officer
Actual
2008 Base
Salary
Actual 2008
Annual
Variable Pay
Actual 2008
Leadership
Stock Award
Grant Date Fair
Value of 2008
Stock Option
Award(4)
Delivered 2008
Total Direct
Compensation
% 2008 Delivered
Compensation vs.
Target Total Direct
Compensation(5)
A.M. Perez,
Chairman & CEO $1,096,168 $0 $0 $683,901
$1,780,069
21%
F.S. Sklarsky,
EVP&CFO 597,911 0 0 189,098
787,009
30%
P.J. Faraci,
President & COO 697,561 0 0 224,543
922,104
29%
M.J. Hellyar, EVP
& President,
FPEG 488,293 0 0 120,302
608,595
33%
R.L. Berman,
SVP & CHRO 383,658 0 0 91,673
475,331
34%
(1) Mr. Berman and Ms. Hellyar's target award opportunity under EXCEL increased from 62% to 65% effective May 12, 2008.
(2) Target Long-Term Equity Value represents the dollar-denominated target value of 2008 Leadership Stock and 2008 Stock
Options.
(3) Target Total Direct Compensation = base salary + annual variable pay (EXCEL) opportunity at target + dollar-denominated target
value of long-term equity.
(4) Full 2008 Stock Option grant date fair value, as calculated in accordance with SFAS 123R. The actual value of the stock option
grant will be a function of stock price. The grant price of the 2008 stock option award was $7.41. The closing price of the stock as
of December 31, 2008 was $6.58. Therefore, the intrinsic value of the stock options on December 31, 2008 was zero.
(5) Percent 2008 Delivered Compensation = (actual 2008 base salary + actual 2008 annual variable pay award earned + 2008
Leadership Stock award earned + 2008 stock option grant date fair value) divided by Target Total Direct Compensation as
defined in footnote 3.
As previously indicated, these tables are not a substitute for the Summary Compensation table, and the information provided in these
tables differs from the Summary Compensation Table in two major ways. First, a significant difference between these tables and the
Summary Compensation Table is in the representation of equity value. In the Summary Compensation Table, the equity awards represent
the expense recognized for financial reporting purposes, with respect to equity awards granted in the current year and prior years. In the
table reflecting 2008 Delivered Compensation vs. Target, the equity awards represent: 1) the grant date fair value of the 2008 stock option
award in accordance with SFAS 123R, and 2) the actual 2008 Leadership Stock awards earned. Secondly, the Summary Compensation
Table includes changes in pension value, non-qualified deferred compensation and perquisites. These amounts are not included in the
tables above because they are not taken into account in determining total direct compensation.
Initial Hire Grants and Ad Hoc Awards
In addition to annual equity awards, our Named Executive Officers may receive stock options and time-based restricted stock grants in
connection with the commencement of their employment, election as a Company Officer, as a result of a promotion or for retention
purposes. The objectives of these grants are to encourage hiring, retention and stock ownership and to align an executive’s interests with
those of our shareholders. On occasion, the Committee may also grant one-time, ad hoc stock option awards to reward an executive for
superior individual performance.
There were no ad hoc awards granted to any Named Executive Officers in 2008.
Former Executive: James T. Langley
Mr. Langley’s last day of employment with the Company was March 14, 2008. In connection with Mr. Langley’s planned separation from
service with the Company, the Compensation Committee approved a severance payment of $810,000, which was equivalent to Mr.
Langley’s target cash compensation. Mr. Langley’s severance was determined in consideration of: 1) the severance guidelines for Named
Executive Officers discussed on page 48 of this Proxy Statement; 2) the Company organizational changes resulting in the elimination of
Mr. Langley’s position; and 3) the severance arrangement in Mr. Langley’s hiring agreement, which had expired a year earlier and provided
a comparable benefit. In addition to severance, the Committee granted an “approved reason” and accelerated vesting for the remaining