Kodak 2009 Annual Report Download - page 233

89
were converted pursuant to such Reorganization), and such voting power among the holders thereof is in substantially the same
proportion as the voting power of such Kodak Voting Securities among the holders thereof immediately prior to the
Reorganization, (2) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving
Company or the Parent Company), is or becomes the beneficial owner, directly or indirectly, of 25% or more of the total voting
power of the outstanding voting securities eligible to elect directors of the Parent Company (or, if there is no Parent Company,
the Surviving Company), and (3) at least a majority of the members of the board of directors of the Parent Company (or, if there
is no Parent Company, the Surviving Company) following the consummation of the Reorganization were Incumbent Directors at
the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization (any Reorganization
which satisfies all of the criteria specified in (1), (2) and (3) above shall be deemed to be a “Non-Qualifying Transaction”);
(d) the shareholders of Kodak approve a plan of complete liquidation or dissolution of Kodak; or
(e) the consummation of a sale of all or substantially all of Kodak’s assets to an entity that is not an affiliate of Kodak.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person obtains a beneficial
ownership of 25% or more of Kodak Voting Securities as a result of the acquisition of Kodak Voting Securities by Kodak which reduces the
number of Kodak Voting Securities outstanding; provided that if after such acquisition by Kodak such person becomes the beneficial owner
of additional Kodak Voting Securities that increases the percentage of outstanding Kodak Voting Securities beneficially owned by such
person, a Change in Control shall then occur.
2.6 Change in Control Price
“Change in Control Price” means, for events described in clause (c) of the definition of Change in Control, the consideration received by
shareholders of the Company in respect of a share of Common Stock in connection with the transaction, or, for events described in
clauses (a), (b), (d) or (e) of the definition of Change in Control, the average of the closing prices for the five (5) days preceding the date of
the Change in Control.
2.7 Code
“Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and any successor
provisions and regulations thereto.
2.8 Committee
“Committee” means the Executive Compensation and Development Committee of the Board, or such other Board committee as may be
designated by the Board to administer the Plan; provided that the Committee shall consist of two or more directors, each of whom is (1) an
“independent” director under the New York Stock Exchange’s listing requirements, (2) a “Non-Employee Director” within the meaning of
Rule 16b-3 under the Exchange Act, and (3) an “outside director” within the meaning of Section 162(m) of the Code and the applicable
regulation thereunder. However, if a member of the Committee does not meet each of the foregoing requirements, the Committee must
delegate some or all of its functions under the Plan to a committee or subcommittee composed of members that meet the relevant
requirements. The term “Committee” includes any such committee or subcommittee, to the extent of the Executive Compensation and
Development Committee’s delegation.
2.9 Common Stock
“Common Stock” means the common stock, $2.50 par value per share, of Kodak that may be newly issued or treasury stock.
2.10 Company
“Company” means Kodak and its Subsidiaries.
2.11 Covered Employee
“Covered Employee” means an Employee who is a “Covered Employee” within the meaning of Section 162(m) of the Code.
2.12 Director
“Director” means a non-employee member of the Board.
2.13 Disability
“Disability” means a disability as defined under the terms of the long-term disability plan maintained by the Participant’s employer, or in the
absence of such a plan, the Kodak Long-Term Disability Plan.
2.14 Effective Date
“Effective Date” means the date an Award is determined to be effective by the Committee upon its grant of such Award.
2.15 Employee
“Employee” means any person employed by Kodak or any Subsidiary on a full or part time basis.
2.16 Exchange Act
“Exchange Act” means the Securities and Exchange Act of 1934, as amended from time to time, including rules thereunder and any
successor provisions and rules thereto.