Kodak 2009 Annual Report Download - page 159

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Summary of Plan
This summary of the EXCEL Plan, as proposed to be amended, is qualified in its entirety by reference to the text of the EXCEL Plan itself,
a copy of which is attached, as proposed to be amended, to this Proxy Statement as Exhibit II.
Purpose
The purpose of the EXCEL Plan is to provide a short-term, performance-based variable pay incentive to the Company’s executives in order
to attract, retain and motivate them.
Administration
The Compensation Committee administers the Plan.
Eligibility
Eligibility under the EXCEL Plan is generally limited to the Company's executives. All Section 16 officers participate in the EXCEL Plan
each year along with certain other designated executives. The approximate number of executives who are currently eligible to participate in
the EXCEL Plan is 400, including all of our Named Executive Officers.
Award Limits
The maximum award payable to any employee who is a "covered employee" under Section 162(m) for a performance period is $5 million.
The term "covered employee" means the Company's Chief Executive Officer and the three most highly paid executive officers other than
the Chief Financial Officer. A "covered employee" may not receive an award for a performance period unless the performance goals for the
period are attained.
Procedure for Determining Awards
Participants in the EXCEL Plan are assigned target awards for the year based on a percentage of their base salaries as of the end of that
year. This percentage is determined by the participant’s wage grade. For 2009, target awards ranged from 25% of base salary for entry
level executives to 155% of base salary for our Chief Executive Officer.
Each year, the Compensation Committee establishes performance matrices for the year based on the EXCEL Plan’s performance metrics.
These matrices determine the percentage of the EXCEL Plan’s target funding pool that will be earned for the year based on actual
performance against the metrics. The target funding pool is the aggregate of all participants’ target awards for the year. Under the
performance matrices, the funding pool will be funded at 100% if target performance for each performance metric is met.
The Compensation Committee may use its discretion to increase or decrease the amount of the funding pool for any year, provided,
however, that such discretion cannot increase the amount otherwise payable to any “covered employees” based upon the Company’s
achievement of performance goals for the performance period. The Committee considers a number of baseline factors before applying this
discretion, as more fully discussed in the Compensation Discussion and Analysis beginning on page 47 of this Proxy Statement.
The funding pool is allocated among the Company’s units based on each unit’s own targets for operational performance for the year.
Senior management of each unit allocates the unit’s funds to its participants based on each participant’s individual performance. This
assessment includes performance against pre-established individual goals.
The Compensation Committee determines the amount of the award pool that is allocated to each of the Company’s executive officers. In
making these determinations, as with other participants, the Compensation Committee considers performance against pre-established
individual goals.
Awards to Covered Employees
Before any award is paid for a performance period, the Compensation Committee must certify in writing that the performance goals for the
period have been met. If the performance goals are satisfied, the Compensation Committee determines the portion of the award pool that
is to be allocated to each "covered employee" based on the approach described above.
Form and Payment of Awards
Awards earned under the EXCEL Plan for a performance period are paid in cash or stock, generally in April of the following year.
Recoupment
Awards earned under the EXCEL Plan may be subject to potential recoupment under the Company’s Policy on Recoupment of Executive
Bonuses in the Event of Certain Restatements, as described in more detail on page 29 of this Proxy Statement.
Plan Awards
Since the EXCEL Plan is performance based, the awards, if any, that will be allocated for the 2010 performance cycle to our Chief
Executive Officer, the other Named Executive Officers, the executive officers and all employees who are not executive officers are not
presently determinable. The awards that our Named Executive Officers received under the EXCEL Plan for the 2009 performance cycle
are discussed in the Compensation Discussion and Analysis beginning on page 49 of this Proxy Statement.