Kodak 2009 Annual Report Download - page 245

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(b) If a Participant is eligible for treatment under this Section 15.7, (i) all of the terms, conditions, restrictions, and limitations in effect
on any of his or her unexercised, unearned, unpaid and/or deferred Awards shall immediately lapse as of the date of his or her
termination of employment; (ii) no other terms, conditions, restrictions and/or limitations shall be imposed upon any of his or her
Awards on or after such date, and in no event shall any of his or her Awards be forfeited on or after such date; and (iii) except in
those instances where a prorated Award is required to be paid under this Article 15, all of his or her unexercised, unvested,
unearned and/or unpaid Awards shall automatically become one hundred percent (100%) vested immediately upon his or her
termination of employment; provided, however, the treatment described in this Section 15.7 shall not apply to any Award subject
to Section 409A to the extent such treatment would violate Section 409A unless (A) the Change in Control event also qualifies as
a Section 409A Change in Control, and (B) the termination of employment qualifies as a “separation from service” for purposes of
Section 409A, in which event the treatment described in this Section 15.7 shall further apply to such Award to the extent such
treatment would not violate Section 409A. Payment of Awards shall be made as soon as practicable following the Participant’s
termination of employment, but in no event later than ninety (90) days thereafter, unless the Participant at the time of his or her
termination of employment is subject to the six-month waiting period following separation from service that Kodak requires for
certain executive employees as a result of Section 409A, in which event payment instead will be made as soon as practicable
after the expiration of such period, but in no event later than ninety (90) days thereafter.
(c) If a Participant is eligible for treatment under this Section 15.7, all of his or her unpaid dividends and dividend equivalents and all
interest accrued thereon, if any, shall be treated and paid under this Article 15 in the identical manner and time as the Award
under which such dividends or dividend equivalents have been credited. Notwithstanding the foregoing, if such dividends or
dividend equivalents are subject to Section 409A and the treatment described by this Section 15.7(c) would violate Section 409A,
then the treatment described in this Section 15.7(c) shall not apply to the extent such treatment would violate Section 409A
unless (A) the Change in Control event also qualifies as a Section 409A Change in Control, and (B) the termination of
employment qualifies as a “separation from service” for purposes of Section 409A, in which event the treatment described in this
Section 15.7(c) shall further apply to such dividends and dividend equivalents to the extent such treatment would not violate
Section 409A. Any payment of unpaid dividends and dividend equivalents pursuant to this Section 15.7(c) shall be made as soon
as practicable following the Participant’s termination of employment, but in no event later than ninety (90) days thereafter, unless
the Participant at the time of his or her termination of employment is subject to the six-month waiting period following separation
from service that Kodak requires for certain executive employees as a result of Section 409A, in which event payment instead will
be made as soon as practicable after the expiration of such period, but in no event later than ninety (90) days thereafter.
15.8 Legal Fees
Kodak shall pay all reasonable legal fees and related expenses incurred by a Participant in seeking to obtain or enforce any payment,
benefit or right he or she reasonably may be entitled to under the Plan in connection with a Change in Control; provided, however, the
Participant shall be required to repay any such amounts to Kodak to the extent a court of competent jurisdiction issues a final and non-
appealable order setting forth the determination that the position taken by the Participant was frivolous or advanced in bad faith. Any
reimbursement by Kodak under this section shall be made in accordance with Eastman Kodak Company’s Policy Regarding Section 409A
Compliance.
Article 16 – Miscellaneous
16.1 Nonassignability
(a) In General. Except as otherwise determined by the Committee or as otherwise provided in Subsection (b) below, no Awards or
any other payment under the Plan shall be subject to any manner to alienation, anticipation, sale, transfer (except by will, the
laws of descent and distribution, or domestic relations order), assignment, pledge, or encumbrance, nor shall any Award be
payable to or exercisable by anyone other than the Participant to whom it was granted.
(b) Non-Qualified Stock Options. The Committee shall have the discretionary authority to grant Awards of Non-Qualified Stock
Options or amend outstanding Awards of Non-Qualified Stock Options to provide that they be transferable, subject to such terms
and conditions as the Committee shall establish. In addition to any such terms and conditions, the following terms and conditions
shall apply to all transfers of Non-Qualified Stock Options:
(i) Permissible Transferors. The only Participants permitted to transfer their Non-Qualified Stock Options are those Participants
who are, on the date of the transfer of their Non-Qualified Stock Option, either in wage grade 56 or above, or the equivalent
thereof, a corporate officer of Kodak, or a Director.
(ii) Permissible Transferees. Transfers shall only be permitted to: (i) the Participant’s “Immediate Family Members,” as that term
is defined in Subsection (b)(9) below; (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members; or (iii)
a family partnership or family limited partnership in which each partner is, at the time of transfer and all times subsequent
thereto, either an Immediate Family Member or a trust for the exclusive benefit of one or more Immediate Family Members.
(iii) No Consideration. All transfers shall be made for no consideration.