Kodak 2009 Annual Report Download - page 230

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In the event of a change in control which causes the Company’s stock to cease active trading on the NYSE, the Company’s compensation
plans (with the exception of the 2005 Omnibus Long-Term Compensation Plan) will generally be affected as follows when Kodak common
stock is not exchanged solely for common stock of the surviving company or the surviving company does not assume all Plan awards:
• Under the Company’s stock option plans, all outstanding stock options will vest in full and be cashed out based on the difference
between the change in control price and the option’s exercise price.
• Under the Company’s Restricted Stock and RSU programs, all of the restrictions on the stock will lapse and the stock will be
cashed out based on the change in control price.
Under the Company’s 2005 Omnibus Long-Term Compensation Plan, upon a change in control (as defined in the plan), if outstanding
stock option, Restricted Stock and RSU awards are assumed or substituted by the surviving company, as determined by the
Committee, then the awards will not immediately vest or be exercisable. If the awards are so assumed or substituted, then the awards
will be subject to accelerated vesting and exercisability upon certain terminations of employment within the first two years after the
change in control. If the awards are not so assumed or substituted, they will immediately vest and become exercisable and will be
paid after a change in control occurs. For performance awards, if more than 50% of the performance cycle has elapsed when a
change in control occurs, the award will vest and be paid out at the greater of target performance or performance to date. If 50% or
less of the performance cycle has elapsed when a change in control occurs, the award will vest and be paid out at 50% of target
performance, regardless of actual performance to date.
Change in Control Severance Payments Table(1)
The table below estimates the incremental amounts payable upon a termination of employment by the Company in connection with a
change in control, as if the Named Executive Officer’s last date of employment was December 31, 2009 using the closing price of our
common stock as of December 31, 2009, which was $4.22.
A.M.
Perez
F.S.
Sklarsky
P.J.
Faraci
J.P.
Haag
R.L.
Berman
Cash Severance(2)
$ 8,415,000
$3,150,000
$3,885,000
$2,282,940
$1,905,750
Intrinsic Value of Stock Options(3)
0
0
0
0
0
Restricted Stock/RSUs(4)
4,992,205
1,439,695
1,591,898
599,655
661,122
Leadership Stock(5)
682,391
188,676
224,044
84,940
91,469
Benefits / Perquisites(6)
10,131
10,131
10,131
10,131
10,131
Pension(7)
2,197,285
433,405
833,575
607,017
756,967
Excise Tax Gross-Up
—
1,837,991
2,683,901
1,454,150
1,284,774
Total
$16,297,012
$7,059,898
$9,228,549
$5,038,833
$4,710,213
(1) The values in this table: (i) reflect incremental payments associated with a termination in connection with a change in control; (ii)
assume a stock price of $4.22; and (iii) include all outstanding grants through the assumed last date of employment of December
31, 2009.
(2) The cash severance amounts disclosed above were calculated for each Named Executive Officer by multiplying the Named
Executive Officer's target cash compensation by three. These amounts do not reflect any offset for Special Termination Program
benefits that may be payable from KRIP.
(3) All outstanding stock options that would vest in the event of a termination following a change in control did not have any intrinsic
value as of December 31, 2009 because the exercise prices of these stock options were above the closing market price of our
common stock on December 31, 2009.
(4) The values in this row represent the value of unvested shares of Restricted Stock and RSUs that would be considered an
approved reason and to be paid out upon a termination subsequent to a change in control.
(5) The values in this row reflect a 170% earnout for the 2009 Leadership Stock performance cycle.
(6) All Named Executive Officers would be entitled to $10,131 in benefits, which represents one year of continued medical, dental and
life insurance.
(7) The amounts included in this row represent the incremental value of pension benefits to which the Named Executive Officers
would have been entitled.