Kodak 2009 Annual Report Download - page 163

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• Any compensation paid to a director if the compensation is required to be reported in our proxy statement.
• Any transaction with another company with which a related person’s only relationship is as an employee (other than an executive
officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not
exceed the greater of $1 million or 2% of that company’s total annual revenues.
• Any charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university with which
a related person’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount
involved does not exceed the greater of $1 million or 2% of the charitable organization’s total annual receipts.
• Any transaction where the related person’s interest arises solely from the ownership of the Company’s common stock and all
holders of our common stock received the same benefit on a pro rata basis (e.g., dividends).
• Any transaction involving a related party where the rates or charges involved are determined by competitive bids.
• Any transaction with a related party involving the rendering of services as a common or contract carrier, or public utility, at rates
or charges fixed in conformity with law or governmental authority.
• Any transaction with a related party involving services as a bank depository of funds, transfer agent, registrar, trustee under a
trust indenture or similar services.
The Governance Committee reviewed three interested transactions with related parties occurring in 2009 that did not fall within any of the
pre-approved interested transactions described above. These transactions included the following:
• The Company’s transaction with the University of Rochester, where Mr. Seligman serves as President. The Committee ratified
this transaction and determined that Mr. Seligman did not have a material interest in the transaction.
• The transaction between the Company and KKR, where Mr. Clammer and Mr. Chen are employed. On September 16, 2009, the
Company entered into a Note and Warrant Purchase Agreement with KKR Jet Stream (Cayman) Limited and Kohlberg Kravis
Roberts & Co. L.P. to sell $300 million principal amount of Senior Secured Notes due 2017 and warrants to purchase an
aggregate of 40 million shares of the Company’s common stock. The Committee ratified this transaction as a pre-approved
transaction under the Company’s policies and procedures. On March 5, 2010, the Company repurchased from KKR the 2017
Senior Secured Notes for $300 million.
• Dolores Kruchten, a Vice President of the Company, is the spouse of Brad Kruchten, a Senior Vice President and Section 16
Executive Officer of the Company. There is no employment reporting relationship between Mr. Kruchten and Ms. Kruchten. Ms.
Kruchten earned the following compensation in 2009: $395,742, consisting of base salary and non-equity variable pay earned
under our EXCEL program; a grant of 6,345 units under our 2009 Leadership Stock Program; a grant of 6,345 RSUs, pursuant to
the annual executive-wide equity grant of January 2009; and, a grant of 69,928 RSUs, pursuant to the annual 2010 executive-
wide equity grant delivered in September 2009. Ms. Kruchten’s compensation is consistent with the target total direct
compensation provided to other Company executives of the same level with similar responsibilities.