Kodak 2009 Annual Report Download - page 252

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2.27 Retirement
“Retirement” means, in the case of a Participant employed by Kodak, voluntary termination of employment: (i) on or after age 55 where the
Participant has 10 or more years of service; or (ii) on or after age 65. In the case of a Participant employed by a Subsidiary, “Retirement”
means early or normal retirement under the terms of the Subsidiary’s retirement plan, or if the Subsidiary does not have a retirement plan,
termination of employment on or after age 60. A Participant must voluntarily terminate his or her employment in order for his or her
termination of employment to be for “Retirement.”
2.28 Subsidiary
Subsidiary means a corporation or other business entity in which Kodak directly or indirectly has an ownership interest of at least 50%.
2.29 Target Award
“Target Award” means, for a Performance Period, the target award amounts established for each wage grade by the Committee for the
Performance Period. A Participant’s Target Award for a Performance Period is expressed as a percentage of his or her annual base salary
in effect as of the last day of the Performance Period. The Target Awards shall serve only as a guideline in making Awards under the Plan.
Depending upon the Committee’s exercise of its discretion pursuant to Sections 7.2(c), (d) and (e), but subject to Section 7.3, a Participant
may receive an Award for a Performance Period that may be more or less than the Target Award for his or her wage grade for that
Performance Period. Moreover, the fact that a Target Award is established for a Participant’s wage grade for a Performance Period shall
not in any manner entitle the Participant to receive an Award for such period.
3.20 Total Target Cash Compensation
“Total Target Cash Compensation” means the Participant’s annual base salary and annual variable pay opportunity at target, excluding
any special performance-based or non-performance-based payments during the Performance Period.
ARTICLE 3 – Eligibility
All Section 16 officers participate in this Plan each year. Other Executives are eligible to participate in the Plan, provided that, certain
Executives may not be eligible to participate in the Plan where the Company has designated them as participants in an alternative variable
pay plan or sales incentive compensation plan for the Performance Period. However, the fact that an Executive is a Participant for a
Performance Period shall not in any manner entitle such Participant to receive an Award for the period. The determination as to whether or
not such Participant shall be paid an Award for such Performance Period shall be decided solely in accordance with the provisions of
Articles 7 and 8 hereof.
ARTICLE 4 – Plan Administration
4.1 Responsibility
The Committee shall have total and exclusive responsibility to control, operate, manage and administer the Plan in accordance with its
terms.
4.2 Authority of the Committee
The Committee shall have all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the
Plan. Without limiting the generality of the preceding sentence, the Committee shall have the exclusive right: to interpret the Plan, to
determine eligibility for participation in the Plan, to decide all questions concerning eligibility for and the amount of Awards payable under
the Plan, to establish and administer the Performance Goals and certify whether, and to what extent, they are attained, to construe any
ambiguous provision of the Plan, to correct any default, to supply any omission, to reconcile any inconsistency, to issue administrative
guidelines as an aid to administer the Plan, to make regulations for carrying out the Plan and to make changes in such regulations as it
from time to time deems proper, and to decide any and all questions arising in the administration, interpretation, and application of the
Plan. In addition, in order to enable Executives who are foreign nationals or are employed outside the United States or both to receive
Awards under the Plan, the Committee may adopt such amendments, procedures, regulations, subplans and the like as are necessary or
advisable, in the opinion of the Committee, to effectuate the purposes of the Plan.
4.3 Discretionary Authority
The Committee shall have full discretionary authority in all matters related to the discharge of its responsibilities and the exercise of its
authority under the Plan including, without limitation, its construction of the terms of the Plan and its determination of eligibility for
participation and Awards under the Plan. It is the intent of Plan that the decisions of the Committee and its action with respect to the Plan
shall be final, binding and conclusive upon all persons having or claiming to have any right or interest in or under the Plan.
4.4 Section 162(m) of the Code
With regard to all Covered Employees, the Plan shall for all purposes be interpreted and construed in accordance with Section 162(m) of
the Code.
4.5 Delegation of Authority
Except to the extent prohibited by law, the Committee may delegate some or all of its authority under the Plan to any person or persons as
long as any such delegation is in writing; provided, however, only the Committee or a subset of the Committee consisting of at least two
outside non-employee members, may select and grant Awards to Participants who are Covered Employees.