Kodak 2009 Annual Report Download - page 212

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2009 Leadership Stock
On December 9, 2008, the Committee approved a performance stock allocation to each Named Executive Officer pursuant to the 2009
performance cycle of the Leadership Stock Program. The performance cycle began on January 1, 2009. Leadership Stock may be earned
by our executives at the end of a performance cycle if the Company achieves the performance metrics established for the performance
cycle. The actual number of stock units earned by an executive is based on the executive’s target allocation multiplied by the applicable
performance percentage based on the Company’s performance. Any unearned units are forfeited at the end of the performance period.
The performance metric established for the 2009 performance cycle is discussed in the Compensation Discussion and Analysis under the
heading “Leadership Stock – 2009 Performance Cycle Awards.” The specific metric definition, which is a non-GAPP financial measure, is:
Metric
Definition
Total Segment Earnings from Operations
Total earnings of all the Company’s segments included within earnings from
continuing operations before:
• Restructuring/rationalization charges
• Interest
• Other income and charges
• Impairments
• Income taxes
• Any other one-time items, greater than $5 million, impacting comparability
Excluding:
• Segment Earnings from Operations impact of acquisitions and new strategic
alliances having an annualized revenue of greater than $100 million, along
with associated deal and integrations costs.
• In the event of a divestiture or portfolio repositioning, with an annualized
revenue plan of greater than $100 million, Total Segment Earnings from
Operations will include actual Segment Earnings from Operations through the
date of divestiture and the target will be adjusted to remove the divested or
repositioned business’ earnings or losses from the date of divestiture through
year-end, based on the Annual Commitment Plan.
For the 2009 Leadership Stock performance cycle, the payment of any stock units earned under the program for the 2009 performance
cycle is delayed for two years contingent on the executive’s continued employment with the Company. During this two-year vesting period,
if dividends are declared by the Board of Directors, dividend equivalents will accrue on the stock units, but payment of the dividend
equivalents is also subject to this two-year vesting period. At the end of the two-year period, the stock units and the dividend equivalents
earned, if any, on these stock units are paid to the executive in the form of shares of Company common stock. All shares earned under the
Leadership Stock program are granted under the Company’s 2005 Omnibus Long-Term Compensation Plan.