Kodak 2009 Annual Report Download - page 204

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Statement. When approving any letter agreement for employment or retention, the Committee focuses on the severance triggers relative to
each executive’s position and responsibilities.
Our severance arrangements with our Named Executive Officers also provide for the treatment of other compensation provided under the
Company’s annual variable pay plan, equity plans and retirement plans. For additional information regarding the potential severance
benefits payable to our Named Executive Officers under various circumstances, see the description under the Severance Benefits Tables
beginning on page 82 of this Proxy Statement.
Change in Control Arrangements
Consistent with our compensation philosophy, we believe that the interests of our shareholders are best served if the interests of our senior
management are aligned with theirs. To this end, our Executive Protection Plan, which the Company adopted in 1992, provides for
enhanced change in control severance benefits for our Named Executive Officers to reduce any reluctance of our Named Executive
Officers to support potential change in control transactions that may be in the best interest of shareholders and to promote the continued
employment and dedication of our Named Executive Officers without distraction. The Committee believes that these change in control
benefits also encourage smooth transition of management in the event of a change in control. The terms of the Executive Protection Plan
are more fully described on pages 84 – 85 of this Proxy Statement.
When determining the appropriate level of change in control benefits for a Named Executive Officer under the Executive Protection Plan,
the Committee considers how to ensure that the plan continues to fulfill the objectives described above and, in doing so, it takes market
practice and cost of the benefits into consideration. The Committee’s decisions concerning these benefits do not affect decisions on other
compensation elements. Certain of our other employee benefit and compensation plans also provide enhanced benefits to our Named
Executive Officers, as well as other US employees, after a change in control. These benefits are designed to protect our Named Executive
Officers against possible loss of benefits after a change in control. Additional plan terms and the treatment of any benefits after a change in
control under the Company’s retirement and welfare plans, deferred compensation plan, EXCEL plan and equity incentive plans are
described beginning on page 77 of this Proxy Statement.