Kodak 2009 Annual Report Download - page 235

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2.31 Performance Formula
“Performance Formula” means, for a Performance Cycle, the one or more objective formulas applied against the relevant Performance
Criteria to determine if any of the Award has been earned for the Performance Cycle. The formula may exclude the impact of charges for
restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of
accounting changes each as defined by generally accepted accounting principles and as identified in the financial statements, notes to the
financial statements, management’s discussion and analysis or other SEC filings.
2.32 Plan
“Plan” means the 2005 Omnibus Long-Term Compensation Plan, as amended and restated as of January 1, 2010, including all
attachments thereto.
2.33 Restricted Stock Award
“Restricted Stock Award” means the equity-based awards in actual shares granted pursuant to Article 10 of the Plan.
2.34 Restricted Stock Unit Award
“Restricted Stock Unit Award” means the equity-based awards in share units granted pursuant to Article 10 of the Plan pursuant to which
shares of Common Stock or cash in lieu thereof may be issued in the future.
2.35 Retirement
“Retirement” means, in the case of a Participant employed by Kodak, voluntary termination of employment on or after age 55 with 10 or
more years of service or on or after age 65. In the case of a Participant employed by a Subsidiary, “Retirement” means early or normal
retirement under the terms of the Subsidiary’s retirement plan, or if the Subsidiary does not have a retirement plan, termination of
employment on or after age 60. A Participant must voluntarily terminate his or her employment in order for his or her termination of
employment to be for “Retirement.”
2.36 SARs
“SARs” means the stock appreciation rights granted pursuant to Article 9 of the Plan.
2.37 Section 409A
“Section 409A” means Section 409A of the Code, and the Treasury Regulations promulgated and other official guidance issued
thereunder.
2.38 Section 409A Change in Control
“Section 409A Change in Control” means an event that qualifies as a “change in the ownership or effective control of the corporation, or in
the ownership of a substantial portion of the assets of the corporation” within the meaning of Sections 1.409A-3(a)(5) and 1.409A-3(i)(5) of
the Treasury regulations.
2.39 Stock Option
“Stock Option” means any right granted to a Participant to purchase Common Stock at such price or prices and during such periods
established pursuant to Article 8 of the Plan.
2.40 Subsidiary
“Subsidiary” means a corporation or other business entity in which Kodak directly or indirectly has an ownership interest of 50 percent or
more, except that with respect to Incentive Stock Options, “Subsidiary” shall mean “subsidiary corporation” as defined in Section 424(f) of
the Code.
2.41 Substitute Awards
“Substitute Awards” means Awards granted or shares issued by the Company in assumption of, or in substitution or exchange for, Awards
previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with
which the Company or any Subsidiary combines.
2.42 Surviving Company
“Surviving Company” shall have the meaning set forth in Section 2.5.
2.43 Tandem SAR
“Tandem SAR” shall have the meaning set forth in Section 9.1.
2.44 Year
“Year” means Kodak’s fiscal year.