Kodak 2009 Annual Report Download - page 177

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(2) The methodology used to convert the dollar-denominated value of equity awards to the actual quantities of Restricted Stock is the
same as that used for management and is discussed on pages 57 – 58 of this Proxy Statement.
(3) Directors can elect to have their cash Board retainer paid in stock or deferred into the Directors’ Deferred Compensation Plan.
(4) The Committee Chairs and the Presiding Director may elect to have their retainers paid in stock or deferred into the Directors’
Deferred Compensation Plan.
(5) The restricted shares vest on the first anniversary of the date of grant. Directors who discontinue serving on the Board prior to
vesting forfeit their restricted shares, unless their cessation of service is due to retirement, approved reason or death, in which
case the restrictions on the shares lapse on the date of the director’s cessation of service. Directors may elect to defer their
restricted shares into the Directors’ Deferred Compensation Plan.
(6) In 2009, the total number of stock options was held consistent with that of 2008. The exercise price of the options is the mean
between the high and low price of our common stock on the date of grant. The options become exercisable on the first anniversary
of the date of grant and expire seven years after grant. Directors who discontinue serving on the Board prior to vesting forfeit their
unvested options, unless their cessation of service is due to retirement, approved reason or death. In the case of retirement and
cessation for approved reason, the options continue to vest per their terms and remain exercisable for the remainder of the
options’ full term. In the case of death, the options fully vest upon death and remain exercisable by the director’s estate for the
remainder of the options’ full term.
(7) Currently, our Presiding Director also serves as the Chair of the Compensation Committee and therefore receives an additional
retainer as Chair of that Committee.
Director Share Ownership Requirements
A director is not permitted to exercise any stock options or sell any restricted shares granted to him or her by the Company unless and until
the director owns shares of stock in the Company (either outright or through phantom stock units in the Directors’ Deferred Compensation
Plan) that have a value equal to at least five times the then maximum amount of the annual retainer which may be taken in cash by the
director (currently, this amount is $350,000).
Director Compensation Table
In 2009, we provided the following compensation to our directors who are not employees:
Name
Fees Earned or
Paid In Cash
($)
(1)
Stock Awards
($)
(2)
Option Awards
($)
(3)
Non-qualified
Deferred
Compensation
Earnings
($)
(4)
All Other
Compensation
($)
(5)
Total
($)
Richard S. Braddock
$171,000
$75,348
$38,178
$ 0
$ 325
$284,851
Herald Y. Chen
15,750
75,348
38,178
0
970
130,246
Adam H. Clammer
15,750
75,348
38,178
0
970
130,246
Timothy M. Donahue
76,000
75,348
38,178
0
0
189,526
Michael J. Hawley
66,500
75,348
38,178
0
0
180,026
William H. Hernandez
76,500
75,348
38,178
0
0
190,026
Douglas R. Lebda
66,500
75,348
38,178
0
25
180,051
Debra L. Lee
66,500
75,348
38,178
0
40
180,066
Delano E. Lewis
66,500
75,348
38,178
0
50
180,076
William G. Parrett
75,500
75,348
38,178
0
123
189,149
Joel Seligman
31,500
75,348
38,178
0
1,230
146,256
Dennis F. Strigl
66,500
75,348
38,178
0
0
180,026
Laura D’Andrea Tyson
71,000
75,348
38,178
0
0
185,384
(1) This column reports the director, chair and Presiding Director cash retainers earned in 2009. The following table reports the cash
portion of the annual retainer that was deferred by a director into his deferred stock account under the Directors’ Deferred
Compensation Plan and the amount of phantom stock units that were credited to the director as a result of that deferral.