Kodak 2009 Annual Report Download - page 237

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4.7 Liability
No member of the Board or the Committee or any employee of the Company (each such person an “Indemnified Person”) shall have any
liability to any person (including, without limitation, any Participant) for any action taken or omitted to be taken or any determination made
in good faith with respect to the Plan or any Award. Each Indemnified Person shall be indemnified and held harmless by Kodak against
and from any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnified Person
in connection with or resulting from any action, suit or proceeding to which such Indemnified Person may be a party or in which such
Indemnified Person may be involved by reason of any action taken or omitted to be taken under the Plan and against and from any and all
amounts paid by such Indemnified Person, with Kodak’s prior approval, in settlement thereof, or paid by such Indemnified Person in
satisfaction of any judgment in any such action, suit or proceeding against such Indemnified Person, provided that Kodak shall have the
right, at its own expense, to assume and defend any such action, suit or proceeding and, once Kodak gives notice of its intent to assume
the defense, Kodak shall have sole control over such defense with counsel of Kodak’s choice. The foregoing right of indemnification shall
not be available to an Indemnified Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication,
in either case, not subject to further appeal, determines that the acts or omissions of such Indemnified Person giving rise to the
indemnification claim resulted from such Indemnified Person’s bad faith, fraud or willful criminal act or omission. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to which Indemnified Persons may be entitled under the
Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to
indemnify such persons or hold them harmless.
4.8 Interim Decision Making
Notwithstanding anything to the contrary contained herein: (i) until the Board shall appoint the members of the Committee, the Plan shall
be administered by the Board and (ii) the Board may, in its sole discretion, at any time and from time to time, grant Awards or resolve to
administer the Plan. In either of the foregoing events, the Board shall have all of the authority and responsibility granted to the Committee
herein.
Article 5 – Form of Awards
5.1 In General
Awards may, at the Committee’s sole discretion, be paid in the form of Performance Awards pursuant to Article 7, Stock Options pursuant
to Article 8, SARs pursuant to Article 9, Restricted Stock Awards and Restricted Stock Unit Awards pursuant to Article 10, Other Stock-
Based Awards pursuant to Article 11 and any form established by the Committee pursuant to Subsection 4.2(o), or a combination thereof.
All Awards shall be subject to the terms, conditions, restrictions and limitations of the Plan. The Committee may, in its sole judgment,
subject an Award to such other terms, conditions, restrictions and/or limitations (including, but not limited to, the time and conditions of
exercise and restrictions on transferability, termination and vesting), provided that they are not inconsistent with the terms of the Plan.
Awards under a particular Article of the Plan need not be uniform and Awards under two or more Articles may be combined into a single
Award Notice. Any combination of Awards may be granted at one time and on more than one occasion to the same Participant. For
purposes of the Plan, the value of any Award granted in the form of Common Stock shall be the Fair Market Value as of the grant’s
Effective Date.
5.2 Foreign Jurisdictions
(a) Special Terms. In order to facilitate the making of any Award to Participants who are employed by the Company outside the
United States (or who are foreign nationals temporarily within the United States), the Committee may provide for such
modifications and additional terms and conditions (“special terms”) in Awards as the Committee may consider necessary or
appropriate to accommodate differences in local law, policy or custom or to facilitate administration of the Plan. The special terms
may provide that the grant of an Award is subject to (1) applicable governmental or regulatory approval or other compliance with
local legal requirements and/or (2) the execution by the Participant of a written instrument in the form specified by the Committee,
and that in the event such conditions are not satisfied, the grant shall be void. The Committee may adopt or approve sub-plans,
appendices or supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary
or appropriate for purposes of implementing any special terms, without thereby affecting the terms of the Plan as in effect for any
other purpose; provided, however, no such sub-plans, appendices or supplements to, or amendments, restatements, or
alternative versions of, the Plan shall: (a) increase the limitations contained in Sections 7.5, 8.6 and 9.5; (b) increase the number
of available shares under Section 6.1; or (c) cause the Plan to cease to satisfy any conditions of Rule 16b-3 under the Exchange
Act , Section 409A of the Code (to the extent applicable) or, with respect to Covered Employees, Section 162(m) of the Code.
(b) Currency Effects. Unless otherwise specifically determined by the Committee, all Awards and payments pursuant to such Awards
shall be determined in U.S. currency. The Committee shall determine, in its discretion, whether and to the extent any payments
made pursuant to an Award shall be made in local currency, as opposed to U.S. dollars. In the event payments are made in local
currency, the Committee may determine, in its discretion and without liability to any Participant, the method and rate of converting
the payment into local currency.