Kodak 2009 Annual Report Download - page 240

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Article 8 – Stock Options
8.1 In General
Awards may be granted in the form of Stock Options. These Stock Options may be Incentive Stock Options or non-qualified stock options
(i.e., Stock Options which are not Incentive Stock Options) (“Non-Qualified Stock Options”), or a combination of both.
8.2 Terms and Conditions of Stock Options
(a) In General. A Stock Option shall be exercisable in accordance with such terms and conditions and at such times and during such
periods as may be determined by the Committee in its sole discretion and as set forth in an individual Award Notice; provided,
however, no Stock Option shall be exercisable after the expiration of 7 years from the Effective Date of the Stock Option. The
price at which Common Stock may be purchased upon exercise of a Stock Option shall be not less than 100% of the Fair Market
Value of the Common Stock on the Effective Date of the Stock Option’s grant except for grants of Substitute Awards. Moreover,
all Stock Options shall have a vesting schedule not less than one year from the date of grant, except under certain circumstances
contemplated by Section 12.2 or Article 15.
(b) Other than pursuant to Section 6.2 or as a result of a grant of a Substitute Award, the Committee shall not be permitted to (i)
lower the option price per share of a Stock Option after it is granted, (ii) cancel a Stock Option when the option price per share
exceeds the Fair Market Value of the underlying shares in exchange for any form of consideration, or (iii) take any other action
with respect to a Stock Option that may be treated as a repricing under the rules and regulations of the New York Stock
Exchange, in each case, without shareholder approval.
8.3 Restrictions Relating to Incentive Stock Options
Stock Options issued in the form of Incentive Stock Options shall, in addition to being subject to the terms and conditions of Section 8.2,
comply with Section 422 of the Code. Accordingly, the aggregate Fair Market Value (determined at the time the Incentive Stock Option was
granted) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any
calendar year (under this Plan or any other plan of the Company) shall not exceed one hundred thousand dollars ($100,000) (or such other
limit as may be required by the Code). Stock Options designated as Incentive Stock Options that do not satisfy the requirements of this
Section 8.3 shall be deemed Non-Qualified Stock Options.
8.4 Additional Terms and Conditions
The Committee may, by way of the Award Notice or otherwise, establish such other terms, conditions, restrictions and/or limitations, if any,
of any Stock Option Award, provided that they are not inconsistent with the Plan.
8.5 Exercise
Upon exercise, the option price of a Stock Option may, at the Committee’s discretion, be paid in cash (or equivalents), or by tendering, by
either actual delivery of shares or by attestation, shares of Common Stock, a combination of the foregoing, or such other consideration as
the Committee may deem appropriate. The Committee shall establish appropriate methods for accepting Common Stock, whether
restricted or unrestricted, and may impose such conditions as it deems appropriate on the use of such Common Stock to exercise a Stock
Option.
8.6 Maximum Award Payable
Notwithstanding any provision contained in the Plan to the contrary, the maximum number of shares for which Stock Options may be
granted under the Plan to any one Participant in any thirty-six (36) month period is two million (2,000,000) shares of Common Stock.
Article 9 – Stock Appreciation Rights
9.1 In General
Awards may be granted in the form of SARs. SARs entitle the Participant to receive a payment equal to the appreciation in a stated
number of shares of Common Stock from the exercise price to the Fair Market Value of the Common Stock on the date of exercise. An
SAR may be granted in tandem with all or a portion of a related Stock Option under the Plan (“Tandem SARs”), or may be granted
separately (“Freestanding SARs”). A Tandem SAR may be granted only at the time of the grant of the related Stock Option.
9.2 Terms and Conditions of SARs
(a) Tandem SARs. A Tandem SAR shall be exercisable to the extent, and only to the extent, that the related Stock Option is
exercisable, and the “exercise price” of such an SAR (the base from which the value of the SAR is measured at its exercise) shall
be the option price under the related Stock Option. If a related Stock Option is exercised as to some or all of the shares covered
by the Award, the related Tandem SAR, if any, shall be canceled automatically to the extent of the number of shares covered by
the Stock Option exercise. Upon exercise of a Tandem SAR as to some or all of the shares covered by the Award, the related
Stock Option shall be canceled automatically to the extent of the number of shares covered by such exercise. Moreover, all
Tandem SARs shall expire upon the expiration of the related Stock Option.
(b) Freestanding SARs. Freestanding SARs shall be exercisable in accordance with such terms and conditions and at such times
and during such periods as may be determined by the Committee. The exercise price of a Freestanding SAR shall be not less