Kodak 2009 Annual Report Download - page 255

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(b) A pro-rata Award for the Performance Period in which the Change-in-Ownership occurs. The amount of the pro-rata Award shall
be determined by multiplying the Target Award for such Performance Period for Participants in the same wage grade as the
Executive by a fraction, the numerator of which shall be the number of days in the Performance Period prior to the date of the
Change-in-Ownership and the denominator of which shall be 365 days. To the extent Target Awards have not yet been
established for the Performance Period, the Target Awards for the immediately preceding Performance Period shall be used. The
pro-rata Awards shall be paid to the Executive in the form of a lump-sum cash payment.
11.3 Miscellaneous
Upon a Change-In-Ownership, no action, including, but not by way of limitation, the amendment, suspension, or termination of the Plan,
shall be taken which would affect the rights of any Executive or the operation of the Plan with respect to any Award to which the Executive
may have become entitled hereunder on or prior to the date of such action or as a result of such Change-In-Ownership.
ARTICLE 12 – Change-in-Control
12.1 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
12 shall control over any contrary provision. All Executives shall be eligible for the treatment afforded by this Article 12 if their employment
with the Company terminates within two years following a Change-In-Control, unless the termination is due to (a) death; (b) Disability; (c)
Cause; (d) resignation other than (1) resignation from a declined reassignment to a job that is not reasonably equivalent in responsibility or
compensation (as defined in Kodak’s Termination Allowance Plan), or that is not in the same geographic area (as defined in Kodak’s
Termination Allowance Plan), or (2) resignation within thirty days of a reduction in Total Target Cash Compensation, or (e) Retirement.
12.2 Vesting and Lapse of Restrictions
If an Executive qualifies for treatment under Section 12.1, his or her Awards shall be treated in the manner described in Subsections
11.1(b) and (c). 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.
12.3 Payment of Awards
If an Executive qualifies for treatment under Section 12.1, he or she shall be paid, as soon as practicable but in no event later than 60 days
after his or her termination of employment, the Awards set forth in (a) and (b) below:
(a) All of the Executive’s earned, but unpaid Awards; and
(b) A pro-rata Award for the Performance Period in which his or her termination of employment occurs. The amount of the pro-rata
Award shall be determined by multiplying the Target Award for such Performance Period for Participants in the same wage grade
as the Key Employee by a fraction, the numerator of which shall be the number of days in the Performance Period prior to the
date of the Executive’s termination of employment and the denominator of which shall be 365 days. To the extent Target Awards
have not yet been established for the Performance Period, the Target Awards for the immediately preceding Performance Period
shall be used. The pro-rata Awards shall be paid to the Executive in the form of a lump-sum cash payment.
Furthermore, during the two years following a Change-in-Control while these provisions remain in effect, Awards to any Executives who
qualify for Awards (in accordance with the normal terms of the Plan or in accordance with this Article 12) will be paid no later than March
15th of the year following the Performance Period, in order to ensure that all Awards are paid within the short-term deferral period
described in Section 1.409A-1(b)(4) of the Treasury Regulations.
12.4 Miscellaneous
Upon a Change-In-Control, no action, including, but not by way of limitation, the amendment, suspension, or termination of the Plan, shall
be taken which would affect the rights of any Executive or the operation of the Plan with respect to any Award to which the Executive may
have become entitled hereunder prior to the date of the Change-In-Control or to which he or she may become entitled as a result of such
Change-In-Control.
ARTICLE 13 – Miscellaneous
13.1 Nonassignability
No Awards under the Plan shall be subject in any manner to alienation, anticipation, sale, transfer (except by will or the laws of descent
and distribution), assignment, pledge, or encumbrance, nor shall any Award be payable to anyone other than the Participant to whom it
was granted.
13.2 Withholding Taxes
The Company shall be entitled to deduct from any payment under the Plan, regardless of the form of such payment, the amount of all
applicable income and employment taxes required by law to be withheld with respect to such payment or may require the Participant to
pay to it such tax prior to and as a condition of the making of such payment.