Kodak 2009 Annual Report Download - page 234

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2.17 Fair Market Value
“Fair Market Value” means (a) prior to May 12, 2010, the mean of the high and low sales prices of a share of Common Stock on a
particular date on the New York Stock Exchange and (b) on and after May 12, 2010, the closing sales price of a share of Common Stock
on a particular date on the New York Stock Exchange. In the event that the Common Stock is not traded on the New York Stock Exchange
on the relevant date, the Fair Market Value will be determined on the immediately preceding day on which the Common Stock was traded.
2.18 Freestanding SAR
“Freestanding SAR” shall have the meaning as set forth in Section 9.1.
2.19 Incentive Stock Options
“Incentive Stock Option” means incentive stock options within the meaning of Section 422 of the Code.
2.20 Incumbent Director
“Incumbent Directors” means the persons who were members of the Board as of January 1, 2010 plus, any person becoming a director
subsequent to January 1, 2010 whose election or nomination for election was approved by a vote of at least two thirds of the Incumbent
Directors then on the Board (either by a specific vote or by approval for the proxy statement of Kodak in which such person is named as a
nominee for director, without written objection to such nomination); provided, however, that no individual initially elected or nominated as a
director of Kodak as a result of an actual or threatened election contest with respect to directors (“Election Contest”) or any other actual or
threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is defined in Section 3(a)(9) of the Exchange
Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or
Proxy Contest, shall be deemed to be an Incumbent Director until twenty-four (24) months after such election.
2.21 Indemnified Person
“Indemnified Person” shall have the meaning as set forth in Section 4.7.
2.22 Kodak
“Kodak” means Eastman Kodak Company.
2.23 Non-Qualified Stock Option
“Non-Qualified Stock Option” shall have the meaning as set forth in Section 8.1.
2.24 Option Proceeds
“Option Proceeds” means the cash (or equivalents) received by the Company for the option price in connection with the exercise of Stock
Options plus the maximum tax benefit that could be realized by the Company as a result of the exercise of such Stock Options, which tax
benefit shall be determined by multiplying (a) the amount that is deductible for federal income tax purposes as a result of any such Stock
Option exercise, times (b) the maximum federal corporate income tax rate for the year of exercise. To the extent that a Participant pays the
option price and/or withholding taxes with shares of Common Stock, Option Proceeds shall not be calculated with respect to the amounts
so paid in shares of Common Stock.
2.25 Other Stock-Based Award
“Other Stock-Based Award” means the unrestricted shares, deferred share units, or such other form as the Committee may determine,
granted pursuant to Article 11 of the Plan.
2.26 Parent Company
“Parent Company” shall have the meaning set forth in Section 2.5.
2.27 Participant
“Participant” means either an Employee or Director to whom an Award has been granted by the Committee under the Plan.
2.28 Performance Awards
“Performance Awards” means the equity-based and cash-based Awards that vest on satisfying the Performance Criteria granted pursuant
to Article 7.
2.29 Performance Criteria
“Performance Criteria” means the one or more criteria that the Committee shall select for a Performance Cycle.
2.30 Performance Cycle
“Performance Cycle” means the one or more periods of time, which may be of varying and overlapping durations, as the Committee may
select, over which the attainment of the Performance Criteria will be measured for the purpose of determining a Participant’s right to and
the payment of a Performance Award.