Kodak 2009 Annual Report Download - page 250

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intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed to be an Incumbent Director;
(b) any person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of
Kodak representing 25% or more of the combined voting power of Kodak’s then outstanding securities eligible to vote for the
election of the Board (the “Kodak Voting Securities”); provided, however, that the event described in this paragraph (b) shall not
be deemed to be a Change-in-Control by virtue of any of the following acquisitions: (1) by Kodak or any subsidiary, (2) by any
employee benefit plan (or related trust) sponsored or maintained by Kodak or any subsidiary, or (3) by any underwriter
temporarily holding securities pursuant to an offering of such securities;
(c) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving Kodak
or any of its subsidiaries that requires the approval of Kodak’s shareholders, whether for such transaction or the issuance of
securities in the transaction (a “Reorganization”), or sale or other disposition of all or substantially all of Kodak’s assets to an
entity that is not an affiliate of Kodak (a “Sale”), unless immediately following such Reorganization or Sale: (1) more than 60% of
the total voting power of (x) the corporation resulting from such Reorganization or Sale (the “Surviving Company”), or (y) if
applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities
eligible to elect directors of the Surviving Company (the “Parent Company”), is represented by Kodak Voting Securities that were
outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Kodak
Voting Securities were converted pursuant to such Reorganization or Sale), and such voting power among the holders thereof is
in substantially the same proportion as the voting power of such Kodak Voting Securities among the holders thereof immediately
prior to the Reorganization or Sale, (2) no person (other than any employee benefit plan (or related trust) sponsored or
maintained by the Surviving Company or the Parent Company), is or becomes the beneficial owner, directly or indirectly, of 25%
or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Company (or, if there
is no Parent Company, the Surviving Company) and (3) at least a majority of the members of the board of directors of the Parent
Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Reorganization or Sale
were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such
Reorganization or Sale (any Reorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above shall be
deemed to be a “Non-Qualifying Transaction”); or
(d) the shareholders of Kodak approve a plan of complete liquidation or dissolution of Kodak.
Notwithstanding the foregoing, a Change-in-Control shall not be deemed to occur solely because any person obtains a beneficial
ownership of more than 25% of Kodak Voting Securities as a result of the acquisition of Kodak Voting Securities by Kodak which reduces
the number of Kodak Voting Securities outstanding; provided that if after such acquisition by Kodak such person becomes the beneficial
owner of additional Kodak Voting Securities that increases the percentage of outstanding Kodak Voting Securities beneficially owned by
such person, a Change-in-Control shall then occur.
2.9 Change-In-Ownership
"Change-In-Ownership” means a Change-In-Control that results directly or indirectly in Kodak’s Common Stock ceasing to be actively
traded on the New York Stock Exchange.
2.10 Code
“Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor
provisions and regulations thereto.
2.11 Committee
“Committee” means the Executive Compensation and Development Committee of the Board, or such other Board committee as may be
designated by the Board to administer the Plan; provided that the Committee shall consist of two or more directors, each of whom are both
a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act and an “outside director” within the meaning of
Section 162(m) of the Code and the applicable regulation thereunder.
2.12 Common Stock
“Common Stock,” means the common stock, $2.50 par value per share, of Kodak that may be newly issued or treasury stock.
2.13 Company
“Company” means Kodak and its Subsidiaries.
2.14 Covered Employee
“Covered Employee” means an Executive who is either a “Covered Employee” within the meaning of Section 162(m) of the Code or an
Executive who the Committee has identified as a potential “Covered Employee” within the meaning of Section 162(m) of the Code.
2.15 Disability
“Disability” means a disability under the terms of any long-term disability plan maintained by the Company.
2.16 Effective Date
“Effective Date” means the date an Award is determined to be effective by the Committee upon its grant of such Award.