Kodak 2009 Annual Report Download - page 254

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(e) Allocating Actual Award Pool to Individual Participants Other Than Covered Employees. The Chief Executive Officer shall, in his
or her sole and absolute discretion, determine for each Participant, other than those that are Covered Employees or Section 16
Officers, the portion, if any, of the Actual Award Pool that will be awarded to such Participant for the Performance Period. By way
of illustration, and not by way of limitation, the Chief Executive Officer may, but shall not be required to, consider: (1) the
Participant’s position and level of responsibility, individual merit, contribution to the success of the Company and Target Award;
(2) the performance of the Company or the organizational unit of the Participant based upon attainment of financial and other
performance criteria and goals; and (3) business unit, division or department achievements. For Section 16 Officers who are not
Covered Employees, the Chief Executive Officer shall recommend the Award, if any, for each Participant to the Committee for its
approval.
7.3 Limitations on Awards
The provisions of this Section 7.3 shall control over any Plan provision to the contrary.
(a) Maximum Award Pool. The total of all Awards granted for a Performance Period shall not exceed the amount of the Actual Award
Pool for such Performance Period.
(b) Maximum Award Payable to Covered Employees. The maximum Award payable to any Covered Employee under the Plan for a
Performance Period shall be $5,000,000.
(c) Attainment of Performance Goals. The Performance Goals for a Performance Period must be achieved in order for a Covered
Employee to receive an Award for such Performance Period.
ARTICLE 8 – Payment of Awards for a Performance Period
8.1 Termination of Employment
In general, except as set forth in this Section 8.1 and in Sections 11 and 12, a Participant must be employed on the last day of the
performance period to receive payment under the Plan for the applicable Performance Period. The Committee shall determine rules
regarding the treatment of a Participant under the Plan for a Performance Period in the event of the Participant’s termination of
employment prior to the Award Payment Date for such Performance Period. Any Award paid to such Participant shall be determined
according to Article 7 and shall be paid according to Section 8.2.
8.2 Timing of Award Payments
Unless deferred pursuant to Article 9 hereof and subject to Articles 11 and 12, the Awards granted for a Performance Period shall be paid
to Participants on the Award Payment Date for such Performance Period, which date shall occur as soon as administratively practicable
following the completion of the procedure described in Section 7.2, and in any event shall occur during the calendar year immediately
following the Performance Period.
ARTICLE 9 – Deferral of Awards
At the discretion of the Committee, a Participant may, subject to such terms and conditions as the Committee may determine, elect to defer
payment of all or any part of any Award which the Participant might earn with respect to a Performance Period and which is paid in cash by
complying with such procedures as the Committee may prescribe. Any Award, or portion thereof, upon which such an election is made
shall be deferred into, and be subject to the terms, conditions and requirements of, the Eastman Kodak Employees’ Savings and
Investment Plan, 1982 Eastman Kodak Company Executive Deferred Compensation Plan or such other applicable deferred compensation
plan of the Company.
ARTICLE 10 – Intentionally Omitted.
ARTICLE 11 – Change-in-Ownership
11.1 Background
Notwithstanding any provision contained in the Plan, including, but not limited to, Sections 1.1, 4.4 and 13.9, the provisions of this Article
11 shall control over any contrary provision. Upon a Change-in-Ownership: (a) the terms of this Article 11 shall immediately become
operative, without further action or consent by any person or entity; (b) all terms, conditions, restrictions and limitations in effect on any
unpaid and/or deferred Award shall immediately lapse as of the date of such event; and (c) no other terms, conditions, restrictions, and/or
limitations shall be imposed upon any Awards on or after such date, and in no event shall an Award be forfeited on or after such date.
Nothing herein overrides the terms of any plan under which an Award was deferred pursuant to Article 9, and any such deferred Awards
remain subject to the terms of such deferred compensation plan.
11.2 Payment of Awards
Upon a Change-in-Ownership, any Executive, whether or not he or she is still employed by the Company, shall be paid, as soon as
practicable but in no event later than 60 days after the Change-in-Ownership, the Awards set forth in (a) and (b) below:
(a) All of the Executive’s earned, but unpaid Awards; and