Kodak 2009 Annual Report Download - page 232

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EXHIBITS
EXHIBIT I — 2005 OMNIBUS LONG-TERM COMPENSATION PLAN OF EASTMAN KODAK COMPANY
(AS AMENDED AND RESTATED JANUARY 1, 2010)
Article 1 – Purpose and Term of Plan
1.1 Purpose
The purpose of the Plan is to provide motivation to selected Employees and Directors to put forth maximum efforts toward the continued
growth, profitability, and success of the Company by providing equity-based and cash-based incentives to such Employees and Directors.
1.2 Term
The Plan was originally effective as of January 1, 2005. This amendment and restatement of the Plan is effective as of January 1, 2010,
subject to its approval by Kodak’s shareholders, at the 2010 Annual Meeting of the shareholders, and unless sooner terminated by the
Board pursuant to Section 16.6, the Plan shall have a term of 10 years from the original effective date. Awards may not be granted after
December 31, 2014; except that the Committee may grant Awards after this date in recognition of performance for Performance Cycles
commencing prior to such date.
Article 2 – Definitions
In any necessary construction of a provision of this Plan, the masculine gender may include the feminine, and the singular may include the
plural, and vice versa.
2.1 Award
“Award” means grants of both equity-based, and cash-based awards, including Performance Awards, Stock Options, SARs, Restricted
Stock Awards, Restricted Stock Unit Awards, Other Stock-Based Awards, or any form of award established by the Committee pursuant to
Subsection 4.2(o), whether singly, in combination, or in tandem, to a Participant by the Committee pursuant to such terms, conditions,
restrictions and/or limitations, if any, as the Committee may establish by the Award Notice or otherwise.
2.2 Award Notice
“Award Notice” means the written document establishing the terms, conditions, restrictions, and/or limitations of an Award in addition to
those established by this Plan and by the Committee’s exercise of its administrative powers. The Committee shall establish the form of the
written document in the exercise of its sole and absolute discretion. The Committee may, but need not, require a Participant to sign a copy
of the Award Notice as a precondition to receiving an Award.
2.3 Board
“Board” means the board of directors of Kodak.
2.4 CEO
“CEO” means the Chief Executive Officer of Kodak.
2.5 Change in Control
“Change in Control” means the occurrence of any one of the following events:
(a) within any twenty-four (24) month period, the Incumbent Directors shall cease to constitute at least a majority of the Board or the
board of directors of any successor to the Company;
(b) any person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of Kodak representing 25% or more of the combined voting power of Kodak’s then outstanding securities eligible to
vote for the election of the Board (the “Kodak Voting Securities”); provided, however, that the event described in this paragraph
(b) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (1) by Kodak or any Subsidiary,
(2) by any employee benefit plan (or related trust) sponsored or maintained by Kodak or any Subsidiary, (3) by any underwriter
temporarily holding securities pursuant to an offering of such securities, (4) pursuant to a Non-Qualifying Transaction (as defined
in paragraph (c) below), or (5) a transaction (other than one described in paragraph (c) below) in which Kodak Voting Securities
are acquired from Kodak, if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition
pursuant to this clause (5) does not constitute a Change in Control under this paragraph (b);
(c) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving Kodak
or any of its Subsidiaries that requires the approval of Kodak’s shareholders, whether for such transaction or the issuance of
securities in the transaction (a “Reorganization”), unless immediately following such Reorganization: (1) more than 60% of the
total voting power of (x) the corporation resulting from such Reorganization (the “Surviving Company”), or (y) if applicable, the
ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect
directors of the Surviving Company (the “Parent Company”), is represented by Kodak Voting Securities that were outstanding
immediately prior to such Reorganization (or, if applicable, is represented by shares into which such Kodak Voting Securities