Kodak 2009 Annual Report Download - page 155

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Administration
The Committee will administer the Plan. However, if a Committee member does not meet the following requirements, the Committee may
delegate some or all of its functions to another committee that meets these requirements. Generally, the Committee must consist of two or
more directors, each of whom is: 1) an independent director under the listing requirements of the New York Stock Exchange (NYSE); 2) a
non-employee director within the meaning of Rule 16b-3 under the Securities Exchange Act; and 3) an outside director within the meaning
of Section 162(m).
Eligibility for Participation
The following persons are eligible to participate in the Plan:
• All employees of the Company or any of its 50% or more owned subsidiaries; and
• The Company’s directors.
The selection of those employees who will receive awards is entirely within the discretion of the Committee. There are currently
approximately 400 employees who are eligible to participate in the Plan, together with the Company’s 14 directors.
Types of Awards
The Plan authorizes the grant of:
• Performance awards (awards earned by reference to performance criteria chosen by the Committee);
• Non-qualified and incentive stock options;
• SARs;
• Restricted stock awards and RSU awards; and
• Other stock-based awards (stock-based awards granted either as freestanding grants, payments of earned performance awards
or other incentive compensation under another plan maintained by the Company).
Termination and Amendment of Plan
The Committee may terminate or amend the Plan at any time for any reason or no reason. Without shareholder approval, however, the
Committee may not adopt any amendment that would require the vote of shareholders of the Company under the NYSE’s approval rules or
any amendment affecting covered employees that requires the vote of the Company’s shareholders under Section 162(m).
Available Shares
As of December 31, 2009 the aggregate number of shares remaining available under the Plan is 7,383,000 shares of the Company’s
common stock. The share reserve under the Plan is increased by: shares that are forfeited pursuant to awards made under the 1990, 1995
and 2000 Omnibus Long-Term Compensation Plans; shares retained for payment of tax withholding; shares issued in connection with
reinvestment of dividends and dividend equivalents; shares delivered for payment or satisfaction of tax withholding; shares reacquired on
the open market using option exercise price cash proceeds; and awards that otherwise do not result in the issuance of shares. The
aggregate number of shares will not be reduced by shares granted by the Company in assumption of, or exchange for, awards granted by
another company as a result of a merger or consolidation. The number of shares under the Plan may be adjusted for changes in the
Company’s capital structure, such as a stock split or merger.
Award Limits
The maximum compensation granted as performance awards to any one participant for any performance cycle is 500,000 shares of
common stock or $5,000,000 if the award is paid in cash.
The maximum number of shares for which stock options may be granted to any one participant during any 36-month period is 2,000,000
shares of common stock.
The maximum number of shares for which SARs may be granted to any one participant during any 36-month period is 2,000,000 shares of
common stock.
Grants to Non-U.S. Employees
To facilitate the granting of awards to participants who are employed outside of the United States, the Plan authorizes the Committee to
modify and amend the terms and conditions of an award to accommodate differences in local law, policy or custom.
Performance Awards
To receive a performance award, a participant must have been employed by the Company on the last day of a performance cycle unless
otherwise provided in the relevant award notice or administrative guide. Performance awards are paid to participants who have achieved
the goals under the performance formula as applied against the performance criteria set by the Committee for a performance cycle. The
performance formula will establish what percentage of the participant’s target award has been earned.
The Committee will select: 1) the length of the performance cycle; 2) the types of performance awards to be issued; 3) the performance
criteria that will be used to establish the performance formula, which may be corporate-wide based on aggregate Company performance or