Kodak 2009 Annual Report Download - page 160

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Change in Control and Change in Ownership
In the event of a Change in Control (as defined in the EXCEL Plan), if a participant's employment is terminated within two years for a
reason other than death, disability, cause, voluntary resignation or retirement, the participant will receive the following:
• The participant will be paid a pro rata award for the performance period in which he or she terminates employment; and
• All of the participant's other unpaid awards will be paid to the participant.
The EXCEL Plan also provides that upon a Change in Ownership, all participants, regardless of whether their employment is terminated,
will automatically receive the same treatment provided to a terminated participant in the event of a Change in Control. The EXCEL Plan
defines a Change in Ownership as a Change in Control that results in the Company's common stock ceasing to be actively traded on the
New York Stock Exchange.
Termination and Amendment of Plan
The Compensation Committee may terminate or amend the EXCEL Plan at any time for any reason or no reason. Without shareholder
approval, however, the Compensation Committee may not adopt any amendment affecting "covered employees" that requires the vote of
the Company’s shareholders under Section 162(m).
Federal Tax Treatment
Under current federal tax law, awards will be included in income at the time of receipt and will be subject to tax at ordinary income tax
rates. The Company will be entitled to a corresponding deduction at the same time.
The Board of Directors recommends a vote FOR the amendment to the Executive Compensation for Excellence and Leadership
(EXCEL) Plan and re-approval of the Plan’s other material terms for purposes of Section 162(m) of the Internal Revenue Code.