Kodak 2009 Annual Report Download - page 253

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ARTICLE 5 – Form of Awards
All Awards will be paid in cash or Common Stock, or a combination thereof, at the discretion of the Committee. To the extent an award is
paid in Common Stock, such Stock will be issued under the 2005 Omnibus Long-Term Compensation Plan of Eastman Kodak Company,
or any applicable successor plan.
ARTICLE 6 – Setting Performance Goals and Performance Formula
Within the first 90 days of a Performance Period (or, if longer, within the maximum period allowed pursuant to Section 162(m) of the Code),
the Committee shall establish in writing:
(a) the one or more Performance Goals for the Performance Period based upon the Performance Criteria;
(b) the one or more Performance Formulas for the Performance Period; and
(c) an objective means of allocating, on behalf of each Covered Employee, a portion of the Award Pool (not to exceed the amount
set forth in Section 7.3(b)) to be granted, subject to the Committee’s exercise of Negative Discretion, for such Performance
Period in the event the Performance Goals for such period are attained.
ARTICLE 7 – Award Determination
7.1 Certification
(a) In General. As soon as practicable following the availability of performance results for the completed Performance Period, the
Committee shall determine the Company's performance in relation to the Performance Goals for that period and certify in writing
whether the Performance Goals were satisfied.
(b) Performance Goals Achieved. If the Committee certifies that the Performance Goals for a Performance Period were satisfied, it
shall determine the Awards for such Performance Period by following the procedure described in Section 7.2. During the course
of this procedure, the Committee shall certify in writing for the Performance Period the amount of: (i) the Award Pool; and (ii) the
Award Pool to be allocated to each Covered Employee in accordance with Section 7.2(c).
(c) Performance Goals Not Achieved. In the event the Performance Goals for a Performance Period are not satisfied, the limitation
contained in Section 7.3(c) shall apply to the Covered Employees.
7.2 Calculation of Awards
(a) In General. As detailed below in the succeeding provisions of this Section 7.2, the procedure for determining Awards for a
Performance Period involves the following steps:
(i) determining the Award Pool;
(ii) allocating the Award Pool to Covered Employees;
(iii) determining the Actual Award Pool; and
(iv) allocating the Actual Award Pool among individual Participants other than Covered Employees.
Upon completion of this process, any Awards earned for the Performance Period shall be paid in accordance with Article 8.
(b) Determining Award Pool. The Committee shall determine the Award Pool for the Performance Period by applying the
Performance Formula for such Performance Period against the Performance Goals for the same Performance Period.
(c) Allocating Award Pool to Covered Employees. The Committee shall determine, by way of the objective means established
pursuant to Article 6, the portion of the Award Pool that is to be allocated to each Covered Employee for the Performance Period.
The Committee shall have no discretion to increase the amount of any Covered Employee’s Award as so determined, but may
through Negative Discretion reduce the amount of or totally eliminate such Award if it determines, in its absolute and sole
discretion, that such a reduction or elimination is appropriate.
(d) Determining Actual Award Pool. The Committee may use its discretion to adjust upward or downward the amount of the Award
Pool for any Performance Period. No such adjustment will, however, increase the amount of the Awards paid to the Covered
Employees for the Performance Period as determined under Section 7.2(c). To the extent the Committee determines to exercise
discretion with regard to the Award Pool for a Performance Period, the amount remaining after such adjustment shall be the
Actual Award Pool for the Performance Period. Thus, if the Committee elects not to exercise discretion with respect to the Award
Pool for a Performance Period, the amount of the Actual Award Pool for the Performance Period will equal the amount of the
Award Pool for such period. Examples of situations where the Committee may choose to exercise this discretion include
unanticipated economic or market changes, extreme currency exchange effects, management or significant workforce issues, or
dramatic shifts in customer satisfaction.