Kodak 2009 Annual Report Download - page 246

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(iv) Subsequent Transfers. Once a Participant transfers a Non-Qualified Stock Option, any subsequent transfer of such
transferred option shall, notwithstanding Section 16.1(b)(i) to the contrary, be permitted provided, however, such subsequent
transfer complies with all of the terms and conditions of this Section 16.1(b), with the exception of Section 16.1(b)(i).
(v) Transfer Agent. In order for a transfer to be effective, the Committee’s designated transfer agent must be used to effectuate
the transfer. The costs of such transfer agent shall be borne solely by the transferor.
(vi) Withholding. In order for a transfer to be effective, a Participant must agree in writing prior to the transfer on a form provided
by Kodak to pay any and all payroll and withholding taxes due upon exercise of the transferred option. In addition, prior to
the exercise of a transferred option by a transferee, arrangements must be made by the Participant with Kodak for the
payment of all payroll and withholding taxes.
(vii) Terms and Conditions of Transferred Option. Upon transfer, a Non-Qualified Stock Option continues to be governed by and
subject to the terms and conditions of the Plan and the Stock Option’s applicable administrative guide and Award Notice. A
transferee of a Non-Qualified Stock Option is entitled to the same rights as the Participant to whom such Non-Qualified
Stock Options were awarded, as if no transfer had taken place. Accordingly, the rights of the transferee are subject to the
terms and conditions of the original grant to the Participant, including provisions relating to expiration date, exercisability,
option price and forfeiture.
(viii) Notice to Transferees. Kodak shall be under no obligation to provide a transferee with any notice regarding the transferred
options held by the transferee upon forfeiture or any other circumstance.
(ix) Immediate Family Member. For purposes of this Section 16.1, the term “Immediate Family Member” shall mean the
Participant and his or her spouse, children or grandchildren, whether natural, step or adopted children or grandchildren.
16.2 Withholding Taxes
In connection with any payments to a Participant or other event under the Plan that gives rise to a federal, state, local or other tax
withholding obligation relating to the Plan (including, without limitation, FICA tax), the Company shall be entitled to deduct from any
payment under the Plan, regardless of the form of such payment, the amount of all applicable income and employment taxes required by
law to be withheld (or cause to be withheld) with respect to such payment or may require the Participant to pay to the Company such tax
prior to and as a condition of the making of such payment. In accordance with any applicable administrative guidelines it establishes, the
Committee may allow a Participant to pay the amount of taxes required to be withheld from an Award by withholding from any payment of
Common Stock due as a result of such Award at minimum statutory tax rates, or by permitting the Participant to tender (actually or through
attestation) to the Company, shares of Common Stock having a Fair Market Value, as determined by the Committee, equal to the amount
of such required withholding taxes up to the maximum marginal tax rate.
16.3 Amendments to Awards
The Committee may at any time unilaterally amend any unexercised, unearned or unpaid Award, including, but not by way of limitation,
Awards earned but not yet paid, to the extent it deems appropriate; provided, however, that (a) any such amendment which, in the opinion
of the Committee, materially impairs the rights or materially increases the obligation of a Participant under an outstanding Award shall be
made only with the consent of the Participant (or, upon the Participant’s death, the person having the right to exercise the Award), except
that amendments to implement administrative changes to the Plan that are deemed necessary or advisable by the Committee for
compliance with laws shall not require Participant consent, and (b) no such amendment shall cause a violation of Section 409A. 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.
16.4 Regulatory Approvals and Listings
Notwithstanding anything contained in this Plan to the contrary, the Company shall have no obligation to issue or deliver certificates of
Common Stock evidencing any Award resulting in the payment of Common Stock prior to (a) the obtaining of any approval from any
governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable, (b) the admission of such
shares to listing on the stock exchange on which the Common Stock may be listed, and (c) the completion of any registration or other
qualification of said shares under any state or federal law or ruling of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable.
16.5 No Right to Continued Employment or Grants
Participation in the Plan shall not give any Employee any right to remain in the employ of Kodak or any Subsidiary. Kodak or, in the case of
employment with a Subsidiary, the Subsidiary, reserves the right to terminate any Employee at any time for any or no reason. Further, the
adoption of this Plan shall not be deemed to give any Employee or any other individual any right to be selected as a Participant or to be
granted an Award. In addition, no Employee having been selected for an Award, shall have at any time the right to receive any additional
Awards.