Kodak 2008 Annual Report Download - page 196

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• 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 stock options will remain exercisable by his estate
or transferee for the remainder of the original term;
• Services under Kodak’s financial counseling program for the two-year period immediately following his death; and
• A survivor benefit calculated by using 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 for Disability. In the event Mr. Perez’s employment is terminated as a result of disability pursuant to the Company’s long-
term disability plan, he will be eligible to receive (less applicable withholding):
• Applicable benefits under the Kodak long-term disability plan;
• 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 on any restricted stock award outstanding for at least one year at the time of his termination;
• Waiver of the forfeiture provisions on a pro rata portion of the unvested restricted shares granted at the time of his employment;
• Continued vesting of any unvested stock option award granted prior to 2005 and such stock options will remain exercisable for
the remainder of the term;
• Immediate vesting of any unvested option award (granted after 2004) outstanding and such stock options will remain exercisable
for three years following termination;
• Services under Kodak’s financial counseling program for the two-year period 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.
Frank S. Sklarsky
Mr. Sklarsky’s September 19, 2006 letter agreement provides that he will be eligible to receive certain severance benefits if his
employment is terminated prior to October 30, 2011 due to disability or if we terminate his employment without cause without offering him a
reasonably comparable position. He will be eligible to receive a severance allowance equal to his current annual base salary plus target
EXCEL award, less applicable withholding, payable over a 12-month period commencing after the six-month waiting period required for
compliance under Section 409A of the Code. In addition to outplacement services, he will also be eligible for fully paid continued coverage
under the Kodak medical and dental plan and basic coverage under the Kodak Life Insurance Plan for four months. If we terminate his
employment without cause, Mr. Sklarsky will also be eligible for 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.
As a condition to receiving severance benefits, Mr. Sklarsky must execute a general waiver and release in favor of the Company. He will
also be subject to the restrictive covenants under the Eastman Kodak Company Employee’s Agreement. To the extent he breaches the
terms of the waiver agreement or the Employee’s Agreement, he will forfeit the right to receive certain severance benefits otherwise
payable in connection with termination without cause.
Philip J. Faraci
Pursuant to his letter agreements dated November 3, 2004 and December 9, 2008, Mr. Faraci will be eligible to receive certain severance
benefits if his employment is terminated by the Company prior to November 15, 2009 for any reason other than cause or disability. He will
be entitled to a severance allowance equal to one times his current annual base salary plus target EXCEL award, payable over a 12-month
period commencing after the six-month waiting period required for compliance under Section 409A of the Code. Additionally, Mr. Faraci will
be entitled to a pro rated portion of his individual enhanced retirement benefit if his employment is terminated prior to November 15, 2009.
As a condition to receiving these severance benefits, Mr. Faraci must execute a general release in favor of the Company. He will also be
subject to the restrictive covenants under the Eastman Kodak Company’s Employee’s Agreement. In the event Mr. Faraci breaches his
waiver and release agreement or the Eastman Kodak Company’s Employee’s Agreement, all severance payments will cease and he will
be required to repay all severance amounts previously paid by the Company.