Kodak 2009 Annual Report Download - page 144

TABLE OF CONTENTS
PROXY STATEMENT
1 Notice of the 2010 Annual Meeting of Shareholders
QUESTIONS & ANSWERS
2 Questions & Answers
8 Householding of Disclosure Documents
8 Audio Webcast of Annual Meeting
8 Printed Copy of 2009 Annual Report on Form 10-K
PROPOSALS
9 Company Proposals
9 Item 1 — Election of Directors
9 Item 2 — Ratification of the Audit Committee’s
Selection of PricewaterhouseCoopers LLP as our
Independent Registered Public Accounting Firm
9 Item 3 — Approval of Amendment to, and Re-approval
of the Material Terms of, the 2005 Omnibus Long-
Term Compensation Plan
14 Item 4 — Approval of Amendment to, and Re-approval
of the Material Terms of, the Executive Compensation
for Excellence and Leadership (EXCEL) Plan
BOARD STRUCTURE AND CORPORATE
GOVERNANCE
17 Introduction
17 Corporate Governance Guidelines
17 Business Conduct Guide and Directors’
Code of Conduct
17 Board Independence
18 Audit Committee Financial Qualifications
and Memberships
18 Review, Approval or Ratification of Transactions
with Related Persons
20 Board of Directors
26 Committees of the Board
28 Committee Membership
29 Compensation Committee Interlocks and
Insider Participation
29 Governance Practices
32 Director Compensation
BENEFICIAL OWNERSHIP
36 Beneficial Security Ownership of More Than 5%
of the Company’s Common Stock
37 Beneficial Security Ownership of Directors, Nominees
and Section 16 Executive Officers
COMMITTEE REPORTS
39 Report of the Audit Committee
40 Report of the Corporate Responsibility
and Governance Committee
41 Report of the Executive Compensation
and Development Committee
COMPENSATION DISCUSSION AND ANALYSIS
42 Introduction
43 Compensation Philosophy and Program
44 Determining Executive Total Direct Compensation
46 Elements of Total Direct Compensation
57 Executive Compensation Policies Relating to
Incentive Plans
58 Other Compensation Elements
59 Severance and Change in Control Arrangements
COMPENSATION OF NAMED EXECUTIVE
OFFICERS
61 Summary Compensation Table
64 Employment and Retention Arrangements
66 Grants of Plan-Based Awards in 2009 Table
69 Outstanding Equity Awards at 2009 Fiscal
Year-End Table
72 Option Exercises and Stock Vested Table
73 Pension Benefits for 2009
75 Supplemental Individual Retirement Arrangements
76 Non-Qualified Deferred Compensation for 2009
77 Termination and Change in Control Arrangements
77 Potential Payments upon Termination or
Change in Control
78 Individual Severance Arrangements
81 Regular Severance Payments Table
82 Severance Benefits Based on Termination
Due to Disability Table
83 Severance Benefits Based on Termination
Due to Death Table
84 Severance Benefits Based on Termination
with Good Reason Table
84 Change in Control Severance Payments
86 Change in Control Severance Payments Table
REPORTING COMPLIANCE
87 Section 16(a) Beneficial Ownership
Reporting Compliance
EXHIBITS
88 Exhibit I — 2005 Omnibus Long-Term Compensation
Plan of Eastman Kodak Company
105 Exhibit II — Eastman Kodak Company Executive
Compensation for Excellence
and Leadership
113 Exhibit III — Director Independence Standards
114 Exhibit IV — Director Qualification Standards
115 Exhibit V — Director Selection Process
116 Exhibit VI — Audit and Non-Audit Services
Pre-Approval Policy
ANNUAL MEETING INFORMATION
118 2010 Annual Meeting Directions
and Parking Information