Kodak 2009 Annual Report Download - page 209

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Frank S. Sklarsky
The Company employed Mr. Sklarsky as Chief Financial Officer under a letter agreement dated September 19, 2006. This agreement was
subsequently amended on September 26, 2006.
In addition to the compensation described elsewhere in this Proxy Statement, his letter agreement provides that Mr. Sklarsky is eligible to
receive a base salary of $600,000 and a target award under the EXCEL plan of 75% of his base salary. He is also eligible under his letter
agreement to participate in the annual corporate officer stock option program with a target value of approximately $800,000 and the annual
Leadership Stock Program with a target value of approximately $800,000. The letter agreement was amended by a letter agreement dated
September 26, 2006 to provide that Mr. Sklarsky was eligible to receive a cash award equal to $75,000, less any amount actually received
under the EXCEL plan for the 2006 performance period. Mr. Sklarsky also is eligible to participate in all incentive compensation and
deferred compensation plans, policies and arrangements that are provided to other senior executives of the Company.
Mr. Sklarsky’s letter agreements also provide that he is eligible to receive a supplemental retirement benefit, which is described under the
Pension Benefits Table on page 73 of this Proxy Statement. In addition to these benefits, Mr. Sklarsky is eligible to participate in all
retirement and supplemental retirement plans, policies and arrangements that are provided to other senior executives of the Company.
The term of Mr. Sklarsky’s employment is indefinite but, according to his September 19, 2006 letter agreement, he will be eligible to
receive certain severance benefits in connection with termination of his employment under various circumstances. For information
regarding his potential severance payments and benefits, please read the narrative descriptions and tables beginning on page 77 of this
Proxy Statement.
Philip J. Faraci
The Company employed Mr. Faraci under a letter agreement dated November 3, 2004. This agreement was subsequently amended on
February 28, 2007 and December 9, 2008.
In addition to the information provided elsewhere in this Proxy Statement, Mr. Faraci initially received a base salary of $520,000 and a
target award under the EXCEL plan of 62% of his base salary. In connection with his promotion to co-lead the Chief Operating Office in
March 2007, Mr. Faraci’s base salary was increased from $520,000 to $600,000 and his target EXCEL from 62% – 75% of his base salary.
In September 2007, Mr. Faraci was promoted to President and Chief Operating Officer. As a result of this promotion, his base salary
increased to $700,000, and his target award under the EXCEL plan increased to 85% of his base salary. Mr. Faraci is also eligible to
participate in all incentive compensation and deferred compensation plans, policies and arrangements that are provided to other senior
executives of the Company.
Mr. Faraci’s original letter agreement provides him with a supplemental retirement benefit, as described on page 75 of this Proxy
Statement. The original letter agreement was amended by a letter agreement dated February 28, 2007 to provide for lump-sum payment of
his supplemental retirement benefits following the six-month anniversary of his termination. In addition to these benefits, Mr. Faraci is
eligible to participate in all retirement and supplemental retirement plans, policies and arrangements that are provided to other senior
executives of the Company.
The term of Mr. Faraci’s employment is indefinite but, according to his November 3, 2004 letter agreement, as amended by his
December 9, 2008 letter agreement, he would have been eligible for certain severance benefits if his employment had terminated under
various circumstances on or before December 5, 2009. For information regarding those benefits, please read the narrative descriptions
and tables beginning on page 77 of this Proxy Statement.
Joyce P. Haag
Ms. Haag does not have a letter agreement concerning her employment or retention.
Robert L. Berman
Mr. Berman does not have a letter agreement concerning his employment or retention.
Former Executive: Mary Jane Hellyar
Ms. Hellyar’s last date of employment with the Company was June 30, 2009. In connection with her departure, Ms. Hellyar received certain
severance payments and other benefits under the terms of her August 18, 2006 and June 29, 2009 letter agreements and the terms of her
leaving arrangement approved by the Committee on June 17, 2009. These payments and benefits are described on pages 56 and 81 of
this Proxy Statement.