Kodak 2009 Annual Report Download - page 249

105
EXHIBIT II — EASTMAN KODAK COMPANY EXECUTIVE COMPENSATION FOR
EXCELLENCE AND LEADERSHIP
(AS AMENDED AND RESTATED JANUARY 1, 2010)
ARTICLE 1 – Purpose, Effective Date and Term of Plan
1.1 Purpose
The purposes of the Plan are to provide an annual incentive to Executives of the Company to put forth maximum efforts toward the
continued growth and success of the Company, to encourage such Executives to remain in the employ of the Company, to assist the
Company in attracting and motivating new Executives on a competitive basis, and to endeavor to qualify the Awards granted to Covered
Employees under the Plan as performance-based compensation as defined in Section 162(m) of the Code. The Plan is intended to apply
to Executives of the Company in the United States and throughout the world.
The Plan is intended to qualify for exemption from Section 409A of the Code, by reason of the short-term deferral rule set forth in Section
1.409A-1(b)(4) of the Treasury Regulations. No person acquires a legally binding right to any Award hereunder until the year following the
Performance Period, except Awards governed by Articles 11 and 12. Awards governed by Articles 11 and 12 will be paid by March 15th of
the year following the Performance Period in which the legally binding right to the Award arose. Awards otherwise will be paid in the year
following the Performance Period, unless deferred under a separate plan pursuant to Article 9.
1.2 Effective Date
The Plan, in its amended and restated form, will be effective as of January 1, 2010.
ARTICLE 2 – Definitions
2.1 Actual Award Pool
“Actual Award Pool” means, for a Performance Period, the amount determined in accordance with Section 7.2(d). The Actual Award Pool
for a Performance Period determines the aggregate amount of all the Awards that are to be issued under the Plan for such Performance
Period.
2.2 Award
“Award” means the compensation granted to a Participant by the Committee for a Performance Period pursuant to Articles 7 and 8. All
Awards shall be issued in the form specified by Article 5.
2.3 Award Pool
“Award Pool” means, for a Performance Period, the dollar amount calculated in accordance with Section 7.2(b) by applying the
Performance Formula for such Performance Period against the Performance Goals for the same Performance Period.
2.4 Award Payment Date
“Award Payment Date” means, for each Performance Period, the date that the amount of the Award for that Performance Period shall be
paid to the Participant under Article 8, without regard to any election to defer receipt of the Award made by the Participant under Article 9
of the Plan.
2.5 Board
“Board” means the Board of Directors of Kodak.
2.6 Cause
“Cause” means (a) the willful and continued failure by an Executive to substantially perform his or her duties with his or her employer after
written warnings identifying the lack of substantial performance are delivered to the Executive by his or her employer to specifically identify
the manner in which the employer believes that the Executive has not substantially performed his or her duties; or (b) the willful engaging
by an Executive in illegal conduct which is materially and demonstrably injurious to the Company.
2.7 CEO
“CEO” means the Chief Executive Officer of Kodak.
2.8 Change-In-Control
“Change-in-Control” means the occurrence of any one of the following events:
(a) individuals who, on January 1, 2010, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least
a majority of the Board, provided that any person becoming a director subsequent to January 1, 2010, whose election or
nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a
specific vote or by approval of the proxy statement of Kodak in which such person is named as a nominee for director, without
written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or
nominated as a director of Kodak as a result of an actual or threatened election contest (as described in Rule 14a-11 under the
Act) (“Election Contest”) or any other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as
such term is defined in Section 3(a)(9) of the Act) other than the Board (“Proxy Contest”), including by reason of any agreement