Kodak 2008 Annual Report Download - page 203

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number of years that elapsed between the date of a change-in-control and the date of the participant’s termination of employment. If the
plan is terminated within five years after a change-in-control, the benefit for each participant would be calculated as indicated previously.
Participants in the cash balance component of KRIP and KURIP, including the affected Named Executive Officers, are entitled to a benefit
equal to 7% of the participant’s annual compensation at the time of the termination times the number of additional years of service that the
executive is entitled to under the plan’s change-in-control pension enhancement.
Compensation Programs
Upon a change-in-control (as defined in EDCP and by Section 409A of the Code to the extent applicable), each Named Executive Officer
who participates in EDCP will be entitled to a lump-sum cash payment of his or her account balance under the plan. For amounts not
subject to Section 409A of the Code, this rule will not apply if the executive elects in writing no later than prior to the beginning of the year
preceding the year in which a change-in-control occurs that payment shall be made in equal installments over a period not longer than 11
years.
Under the EXCEL plan, if a Named Executive Officer’s employment is terminated within two years following a change-in-control other than
as a result of death, disability, voluntary termination or for cause, the executive will be entitled to be paid any earned but unpaid award and
a pro rata target award for the year in which their employment is terminated. If, upon a change-in-control, Kodak’s common stock ceases to
be actively traded on the NYSE, then each Named Executive Officer will be entitled to receive any earned but unpaid award and a pro rata
target award for the year in which the change-in-control occurs.
In the event of a change-in-control which causes the Company’s stock to cease active trading on the NYSE, the Company’s compensation
plans (with the exception of the 2005 Omnibus Long-Term Compensation Plan) will generally be affected as follows, when Kodak common
stock is not exchanged solely for common stock of the surviving company or the surviving company does not assume all Plan awards:
• Under the Company’s stock option plans, all outstanding stock options will vest in full and be cashed out based on the difference
between the change-in-control price and the option’s exercise price.
• Under the Company’s restricted stock programs, all of the restrictions on the stock will lapse and the stock will be cashed out
based on the change-in-control price.
Under the Company’s 2005 Omnibus Long-Term Compensation Plan, upon a change-in-control (as defined in the plan), if outstanding
stock option and restricted stock awards are assumed or substituted by the surviving company, as determined by the Compensation
Committee, then the awards will not immediately vest or be exercisable. If the awards are so assumed or substituted, then the awards
will be subject to accelerated vesting and exercisability upon certain terminations of employment within the first two years after the
change-in-control. Only if the awards are not so assumed or substituted will they become immediately vested, exercisable and cashed
out. For performance awards, if more than 50% of the performance cycle has elapsed when a change-in-control occurs, the award will
vest and be paid out at the greater of target performance or performance to date. If 50% or less of the performance cycle has elapsed
when a change-in-control occurs, the award will vest and be paid out at 50% of target performance, regardless of actual performance
to date.