Kodak 2009 Annual Report Download - page 223

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Termination by the Company without Cause or by Mr. Perez for Good Reason. If Mr. Perez is terminated by the Company without
cause or if Mr. Perez terminates his employment with the Company for good reason, he is eligible to receive (less applicable withholding):
• An amount equal to two times the sum of his current base salary and target EXCEL award, payable over 24 months;
• A pro rata bonus award under the EXCEL plan for the year in which the termination occurs, if earned (as certified and
determined by the Committee) payable in a single installment on the normal payment date when awards are paid to other
executives;
• Any earned, but unpaid, EXCEL award for the prior performance year;
• Waiver of the forfeiture provisions of any Restricted Stock award (other than unvested restricted shares granted at the time of his
employment) outstanding;
• Waiver of the forfeiture provisions for a pro rata portion of any restricted shares granted at the time of his employment;
• The continued vesting of unvested stock option awards and all vested stock options will remain exercisable for the remainder of
their term;
• Continuation of existing coverage under Kodak’s medical and dental plans for four months at the Company’s expense;
• Outplacement services;
• Services under Kodak’s financial counseling program for the two-year period immediately following his termination of
employment (payment of which is subject to the six-month waiting period required for compliance under Section 409A; and
• If the termination occurs before November 8, 2010, his additional retirement benefit provided under his individual arrangement
based on eight years of deemed service plus the supplemental retirement benefit provided under his individual arrangement as
set forth in the Regular Severance Payments Table on page 81 of this Proxy Statement.
Termination by the Company for Cause. If Mr. Perez’s employment is terminated by the Company for cause, he is eligible to receive
(less applicable withholding):
• Any earned, but unpaid, EXCEL award for the prior performance year;
• His additional retirement benefit provided under his individual arrangement as based on eight years of deemed service; and
• 60 days to exercise any vested stock options (or through the expiration of the option’s original term, if earlier) unless the option is
forfeited by its terms as a result of his termination for cause.
Termination by Mr. Perez without Good Reason. If Mr. Perez terminates his employment without good reason, he is eligible to receive
(less applicable withholding):
• Any earned, but unpaid, EXCEL award for the prior performance year;
• His additional retirement benefit provided under his individual arrangement based on eight years of deemed service; and
• Any vested stock options granted at the time he commenced employment will remain exercisable for the remainder of their term
and all other vested stock options will remain exercisable for 60 days (or through the expiration of the option’s original term, if
earlier).
Termination for Death. In the event Mr. Perez’s employment is terminated due to his death, his estate will be eligible to receive (less
applicable withholding):
• A pro rata annual target award under the EXCEL plan payable in a single installment on the normal payment date when awards
are paid to other executives;
• Any earned, but unpaid, EXCEL award for the prior performance year;
• Waiver of the forfeiture provisions of any Restricted Stock award outstanding;
• Acceleration of the vesting of any unvested option award and all outstanding stock options will remain exercisable by his estate
or transferee for the remainder of the original term;
• Services under Kodak’s financial counseling program for the two-year period immediately following his death; and
• If the termination occurs before November 8, 2010, a survivor benefit calculated by using his additional retirement benefit
provided under his individual arrangement based on eight years of deemed service plus the supplemental retirement benefit
provided under his individual arrangement as set forth in the Regular Severance Payments Table on page 81 of this Proxy
Statement.