Kodak 2009 Annual Report Download - page 224

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Termination for Disability. In the event Mr. Perez’s employment is terminated as a result of disability pursuant to the Company’s long-
term disability plan, he will be eligible to receive (less applicable withholding):
• Applicable benefits under the Kodak long-term disability plan;
• 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 on any Restricted Stock award outstanding for at least one year at the time of his termination;
• Waiver of the forfeiture provisions on a pro rata portion of the unvested restricted shares granted at the time of his employment;
• Continued vesting of any unvested stock option award granted prior to 2005 and such stock options will remain exercisable for
the remainder of the term;
• Immediate vesting of any unvested option award (granted after 2004) outstanding and such stock options will remain exercisable
for three years following termination;
• Services under Kodak’s financial counseling program for the two-year period 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.
Frank S. Sklarsky
Mr. Sklarsky’s September 19, 2006 letter agreement provides that he will be eligible to receive certain severance benefits if his
employment is terminated prior to October 30, 2011 due to disability or if the Company terminates his employment without “cause” without
offering him a reasonably comparable position. For this purpose, cause is defined as a failure to perform his duties, violation of a rule or
policy of the Company, an action that results in a criminal penalty or violation of law or a breach of the Company’s Business Conduct
Guide or other agreement.
Under his letter agreement, Mr. Sklarsky will be eligible to receive a severance allowance equal to his current annual base salary plus
target EXCEL award, less applicable withholding, payable over a 12-month period commencing after the six-month waiting period required
for compliance under Section 409A. In addition, he will be eligible for outplacement services and fully paid continued coverage under the
Kodak medical and dental plan and basic coverage under the Kodak Life Insurance Plan for four months. If we terminate his employment
without cause, Mr. Sklarsky will also be eligible for 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.
As a condition to receiving severance benefits, Mr. Sklarsky must execute a general waiver and release in favor of the Company. He will
also be subject to the restrictive covenants under the Eastman Kodak Company Employee’s Agreement. To the extent he breaches the
terms of the waiver agreement or the Employee’s Agreement, he will forfeit the right to receive certain severance benefits otherwise
payable in connection with termination without cause.
Philip J. Faraci
Pursuant to his letter agreements dated November 3, 2004 and December 9, 2008, Mr. Faraci would have been eligible to receive certain
severance benefits if his employment is terminated by the Company prior to November 15, 2009 for any reason other than cause or
disability. Additionally, Mr. Faraci would have been entitled to a prorated portion of his individual enhanced retirement benefit if his
employment is terminated prior to November 15, 2009. Currently, Mr. Faraci’s severance benefits would be provided in accordance with
applicable employee benefit and compensation plans for U.S. employees, which may be adjusted in accordance with pre-established
guidelines applied by the Committee.
Joyce P. Haag
Ms. Haag does not have a letter agreement with the Company. Her severance benefits would be provided in accordance with TAP, as
described on page 77 of this Proxy Statement, and other applicable employee benefit and compensation plans for U.S. employees, which
may be adjusted in accordance with pre-established guidelines applied by the Committee.
Robert L. Berman
Mr. Berman does not have a letter agreement with the Company. His severance benefits would be provided in accordance with TAP, as
described on page 77 of this Proxy Statement, and other applicable employee benefit and compensation plans for U.S. employees, which
may be adjusted in accordance with pre-established guidelines applied by the Committee.