Kodak 2008 Annual Report Download - page 195

69
Individual Severance Arrangements
Antonio M. Perez
Under the terms of his letter agreement dated March 3, 2003, Mr. Perez will be eligible to receive certain severance benefits in the event
his employment is terminated under various circumstances as described below. The amount and nature of the severance benefits he will
be eligible to receive varies depending on the circumstances surrounding his termination. As a condition to receiving severance benefits,
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
benefits otherwise payable in connection with termination without cause and for good reason. He will also be obligated to repay the
Company for any severance benefits received. Mr. Perez’s March 3, 2003 letter agreement was amended by a letter agreement dated
December 9, 2008 to provide that any severance benefits payable under his letter agreements will begin after the six-month waiting period
required for compliance under Section 409A of the Code.
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;
• The continued vesting of unvested stock option awards and all vested stock options will remain exercisable for the remainder of
their term;
• Continuation of existing coverage under Kodak’s medical and dental plans for four months at the Company’s expense;
• Outplacement services;
• Services under Kodak’s financial counseling program for the two-year period immediately following his termination of
employment (payment of which is subject to the six-month waiting period required for compliance under Section 409A of the
Code); and
• His additional retirement benefit provided under his individual arrangement based on eight years of deemed service plus the
supplemental retirement benefit provided under his individual arrangement as set forth in the Regular Severance Payments
Table on page 72 of this Proxy Statement.
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 additional retirement benefit provided under his individual arrangement as based on eight years of deemed service; and
• 60 days to exercise any vested stock options (or through the expiration of the option’s original term, if earlier), 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 applicable withholding):
• Any earned, but unpaid, EXCEL award for the prior performance year;
• His additional retirement benefit provided under his individual arrangement based on eight years of deemed service; and
• Any vested stock options granted at the time he commenced employment will remain exercisable for the remainder of their term
and all other vested stock options will remain exercisable for 60 days (or through the expiration of the option’s original term, if
earlier).
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 withholding):
• 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;