Kodak 2009 Annual Report Download - page 236

92
Article 3 – Eligibility
All Employees and Directors are eligible to participate in the Plan. The Committee may select, from time to time, Participants from those
Employees who, in the opinion of the Committee, can further the Plan’s purposes. In addition, the Committee may select, from time to time,
Participants from those Directors (who may or may not be Committee members) who, in the opinion of the Committee, can further the
Plan’s purposes. Once a Participant is so selected, the Committee shall determine the type(s) of Awards to be made to the Participant and
shall establish in the related Award Notice(s) or administrative guide(s), the terms, conditions, restrictions and/or limitations, if any,
applicable to the Award(s) in addition to those set forth in this Plan and the administrative rules and regulations issued by the Committee.
Article 4 – Plan Administration
4.1 Responsibility
The Committee shall have total and exclusive responsibility to control, operate, manage and administer the Plan in accordance with its
terms.
4.2 Authority of the Committee
The Committee shall have all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the
Plan. Without limiting the generality of the preceding sentence, the Committee shall have the exclusive right to: (a) select the Participants
and determine the type of Awards to be made to Participants, the number of shares or amount of cash (or equivalents) subject to Awards
and the terms, conditions, restrictions and limitations of the Awards; (b) interpret the Plan; (c) determine eligibility for participation in the
Plan; (d) decide all questions concerning eligibility for and the amount of Awards payable under the Plan; (e) construe any ambiguous
provision of the Plan; (f) correct any defect; (g) supply any omission; (h) reconcile any inconsistency; (i) issue administrative guidelines or
sub-plans as an aid to administer the Plan and make changes in such guidelines or sub-plans as it from time to time deems proper;
(j) prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing its own operation; (k) amend the Plan
in accordance with Section 16.6; (l) determine whether Awards should be granted singly, in combination or in tandem; (m) to the extent
permitted under the Plan and, if applicable, by Section 409A, grant waivers of Plan terms, conditions, restrictions, and limitations;
(n) accelerate the vesting, exercise or payment of an Award or the Performance Cycle of an Award when such action or actions would be
in the best interests of the Company and in compliance with Section 409A and other applicable tax law; (o) establish such other types of
Awards, besides those specifically enumerated in Article 5 hereof, which the Committee determines are consistent with the Plan’s purpose;
(p) establish and administer Performance Formula and certify whether, and to what extent, the goals have been attained; (q) determine the
terms and provisions of any Award Notice or other agreements entered into hereunder; (r) take any and all other action it deems necessary
or advisable for the proper operation or administration of the Plan; (s) make all other determinations it deems necessary or advisable for
the administration of the Plan, including factual determinations; and (t) determine whether, to what extent and under what circumstances
Awards may be settled or exercised in cash or shares of Common Stock or cancelled, forfeited or suspended and the method or methods
by which Awards may be settled, cancelled, forfeited or suspended.
4.3 Discretionary Authority
The Committee shall have full discretionary authority in all matters related to the discharge of its responsibilities and the exercise of its
authority under the Plan including, without limitation, its construction of the terms of the Plan and its determination of eligibility for
participation and Awards under the Plan. It is the intent of the Plan that the decisions of the Committee and its actions with respect to the
Plan shall be final, binding and conclusive upon all persons having or claiming to have any right or interest in or under the Plan.
4.4 Section 162(m) of the Code and Covered Employees
The terms set forth in Article 7 shall apply to all Awards granted to any Covered Employee that are intended to qualify as “performance-
based compensation” under Section 162(m) of the Code, other than Awards of Stock Options or SARs.
4.5 Action by the Committee
The Committee may act only by a majority of its members. Any determination of the Committee may be made, without a meeting, by a
writing or writings signed by all of the members of the Committee and action so taken shall be fully effective as if it had been taken by a
vote at a meeting. In addition, the Committee may authorize any one or more of its number to execute and deliver documents on behalf of
the Committee.
4.6 Allocation and Delegation of Authority
The Committee may allocate all or any portion of its responsibilities and powers under the Plan to any one or more of its members and
may delegate all or any part of its responsibilities and powers to any person or persons selected by it, provided that any such allocation or
delegation be in writing; provided, however, that only the Committee may select and grant Awards to Participants who are subject to
Section 16 of the Exchange Act. The Committee may revoke any such allocation or delegation at any time for any reason with or without
prior notice.