Kodak 2009 Annual Report Download - page 238

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(c) Modifications to Awards. The Committee shall have the right at any time and from time to time and without prior notice to modify
outstanding Awards to comply with or satisfy local laws and regulations, to avoid costly governmental filings or to implement
administrative changes to the Plan that are deemed necessary or advisable by the Committee for compliance with laws. By
means of illustration but not limitation, the Committee may restrict the method of exercise of an Award to avoid securities laws or
exchange control filings, laws or regulations. Notwithstanding the foregoing, the Committee may not modify an outstanding
Award without the consent of the affected Participant if such modification would cause the Award to violate Section 409A.
(d) Acquired Rights. No Employee in any country shall have any right to receive an Award, except as expressly provided for under
the Plan. All Awards made at any time are subject to the prior approval of the Committee.
Article 6 – Shares Subject to Plan
6.1 Available Shares
(a) Aggregate Limits. The aggregate number of shares of the Company’s Common Stock that shall be available for grant under this
Plan shall be eleven million (11,000,000), plus any shares subject to awards made under the 1990 Omnibus Long-Term
Compensation Plan, the 1995 Omnibus Long-Term Compensation Plan and the 2000 Omnibus Long-Term Compensation Plan,
in each case that are outstanding upon the expiration of such plan and become available pursuant to Section 6.1(b). The
aggregate number of shares available for grant under this Plan and the number of shares subject to outstanding Awards shall be
subject to adjustment as provided by Section 6.2. The shares issued pursuant to Awards granted under this Plan may be shares
that either were reacquired by the Company, including shares purchased in the open market, or authorized but unissued shares.
(b) For purpose of this Section 6.1, the aggregate number of shares available for Awards under this Plan shall be increased by, (i)
shares subject to Awards that have been canceled, expired, forfeited or settled in cash, without the issuance of substitute shares,
(ii) shares subject to Awards that have been retained by the Company in payment or satisfaction of the purchase price or tax
withholding obligation of an Award, (iii) shares issued in connection with reinvestment of dividends or dividend equivalents (iv)
shares that have been delivered (either actually or constructively by attestation) to the Company in payment or satisfaction of the
purchase price or tax withholding obligation of an Award, (v) shares reacquired by the Company on the open market using Option
Proceeds; provided, however, that the aggregate number of shares that may be added back to the aggregate limit shall not be
greater than the amount of such Option Proceeds divided by the Fair Market Value on the date of exercise of the Stock Option
giving rise to such Option Proceeds, and (vi) shares subject to Awards that otherwise do not result in the issuance of shares in
connection with payment or settlement of an Award. In addition, the aggregate number of shares available for grant under this
Plan shall not be reduced by shares granted as Substitute Awards.
6.2 Adjustment to Shares
If there is any change in the number of outstanding shares of Common Stock through the declaration of stock dividends, stock splits or the
like, the number of shares available for Awards, the shares subject to any Award and the option prices or exercise prices of Awards shall
be automatically adjusted. If there is any change in the number of outstanding shares of Common Stock through any change in the capital
account of Kodak, or through a merger, consolidation, separation (including a spin-off or other distribution of stock or property),
reorganization (whether or not such reorganization comes within the meaning of such term in Section 368(a) of the Code) or partial or
complete liquidation, the Committee shall make appropriate adjustments in the maximum number of shares of Common Stock which may
be granted under the Plan and any adjustments and/or modifications to outstanding Awards as it, in its sole discretion, deems equitable. In
the event of any other change in the capital structure or in the Common Stock of Kodak (including through payment of an extraordinary
cash dividend), the Committee shall also make such appropriate adjustments in the maximum number of shares of Common Stock
available for grant under the Plan and any adjustments and/or modifications to outstanding Awards as it, in its sole discretion, deems
equitable. The maximum number of shares available for grant under the Plan shall be automatically adjusted to the extent necessary to
reflect any dividend equivalents paid in the form of Common Stock.
Article 7 – Performance Awards
7.1 In General
Awards may be granted to Participants in the form of Performance Awards under the Plan. For awards applicable solely to Covered
Employees, the terms of this Article 7 apply to all Awards, other than Stock Options or SARs, that are intended by the Committee to satisfy
the requirements for deductibility as “performance-based compensation” under Section 162(m)(4)(C) of the Code.
7.2 Performance Criteria
“Performance Criteria” means one or more of the following for the Company on a consolidated basis and/or for any subsidiary, division,
strategic product group, segment, business unit and/or one or more product lines: return on assets; return on net assets; return on equity;
return on shareholder equity; return on invested capital; return on capital; total shareholder return; share price; improvement in and/or
attainment of expense levels; improvement in and/or attainment of cost levels, selling, general and administrative expense (“SG&A”);
SG&A as a percent of revenue; costs as a percent of revenue; productivity objectives; unit manufacturing costs; gross profit margin;
operating margin; cash margin; earnings per share; earnings from operations; segment earnings from operations; earnings; earnings