Kodak 2009 Annual Report Download - page 247

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16.6 Amendment/Termination
The Committee may suspend or terminate the Plan at any time for any reason with or without prior notice. In addition, the Committee may,
from time to time for any reason and with or without prior notice, amend the Plan in any manner, but may not (a) without shareholder
approval adopt any amendment which would require the vote of the shareholders of Kodak required under the New York Stock Exchange’s
shareholder approval rules, or (b) adopt any amendment to the Plan which would cause any Award outstanding under the Plan at the time
of the amendment to violate Section 409A.
16.7 Governing Law
The Plan shall be governed by and construed in accordance with the laws of the State of New York, except as superseded by applicable
federal law, without giving effect to its conflicts of law provisions.
16.8 No Right, Title or Interest in Company Assets; No Rights as a Shareholder
No Participant shall have any rights as a shareholder, including the right to vote, as a result of participation in the Plan until the date of
issuance of a stock certificate in his or her name or such other evidence of ownership as may be determined by the Committee and, in the
case of Restricted Stock Awards such rights as are granted to the Participant under the Plan. To the extent any person acquires a right to
receive payments from the Company under the Plan, such rights shall be no greater than the rights of an unsecured creditor of the
Company and the Participant shall not have any rights in or against any specific assets of the Company. All of the Awards granted under
the Plan shall be unfunded.
16.9 Section 16 of the Exchange Act
In order to avoid any Exchange Act violations, the Committee may, from time to time, impose additional restrictions upon an Award,
including but not limited to, restrictions regarding tax withholdings.
16.10 No Guarantee of Tax Consequences
No person connected with the Plan in any capacity, including, but not limited to, Kodak and its Subsidiaries and their directors, officers,
agents and employees makes any representation, commitment, or guarantee that any tax treatment, including, but not limited to, federal,
state and local income, estate and gift tax treatment, will be applicable with respect to amounts deferred under the Plan, or paid to or for
the benefit of a Participant under the Plan, or that such tax treatment will apply to or be available to a Participant on account of participation
in the Plan.
16.11 Other Benefits
No Award granted under the Plan shall be considered compensation for purposes of computing benefits under any retirement plan of the
Company nor affect any benefits or compensation under any other benefit or compensation plan of the Company now or subsequently in
effect.
16.12 Section Headings
The section headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of the
sections.
16.13 Severability; Entire Agreement
If any of the provisions of this Plan or any Award Notice is finally held to be invalid, illegal or unenforceable (whether in whole or in part),
such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the
remaining provisions shall not be affected thereby; provided, that if any of such provisions is finally held to be invalid, illegal, or
unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such
provision shall be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision
enforceable hereunder. The Plan, any administrative guidelines or sub-plans issued pursuant to Section 4.2(i), and any Award Notices
contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises,
covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the
subject matter thereof.
16.14 No Third Party Beneficiaries
Except as expressly provided therein, neither the Plan nor any Award Notice shall confer on any person other than the Company and the
grantee of any Award any rights or remedies thereunder.
16.15 Successors and Assigns
The terms of this Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns.