Kodak 2009 Annual Report Download - page 256

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13.3 Amendments to Awards
The Committee may at any time unilaterally amend any unearned, deferred or unpaid Award, including, but not by way of limitation,
Awards earned but not yet paid, to the extent it deems appropriate; provided, however, that any such amendment which, in the opinion of
the Committee, is adverse to the Participant shall require the Participant's consent, except in the case where an amendment to a
Participant’s Award is due to the conduct of that Participant that is in violation of his or her employee’s agreement or is contrary to the best
interest of the Company.
13.4 No Right to Continued Employment or Grants
Participation in the Plan shall not give any Executive any right to remain in the employ of the Company. Kodak or, in the case of
employment with a Subsidiary, the Subsidiary, reserves the right to terminate any Executive at any time. Further, the adoption of this Plan
shall not be deemed to give any Executive or any other individual any right to be selected as a Participant or to be granted an Award.
13.5 Amendment/Termination
The Committee may suspend or terminate the Plan at any time with or without prior notice. In addition, the Committee, or any person to
whom the Committee has delegated the requisite authority, may, from time to time and with or without prior notice, amend the Plan in any
manner, but may not without shareholder approval adopt any amendment which would require the vote of the shareholders of Kodak
pursuant to Section 162(m) of the Code, but only insofar as such amendment affects Covered Employees.
13.6 Governing Law
The Plan shall be governed by and construed in accordance with the laws of the State of New York, except as superseded by applicable
Federal Law, without giving effect to its conflicts of law provisions.
13.7 No Right, Title, or Interest in Company Assets
To the extent any person acquires a right to receive payments from the Company under this Plan, such rights shall be no greater than the
rights of an unsecured creditor of the Company and the Participant shall not have any rights in or against any specific assets of the
Company. All of the Awards granted under the Plan shall be unfunded.
13.8 No Guarantee of Tax Consequences
No person connected with the Plan in any capacity, including, but not limited to, Kodak and its Subsidiaries and their directors, officers,
agents and employees makes any representation, commitment, or guarantee that any tax treatment, including, but not limited to, Federal,
state and local income, estate and gift tax treatment, will be applicable with respect to amounts deferred under the Plan, or paid to or for
the benefit of a Participant under the Plan, or that such tax treatment will apply to or be available to a Participant on account of participation
in the Plan.
13.9 Compliance with Section 162(m)
If any provision of the Plan would cause the Awards granted to a Covered Employee not to constitute qualified Performance-Based
Compensation under Section 162(m) of the Code, that provision, insofar as it pertains to the Covered Employee, shall be severed from,
and shall be deemed not to be a part of, this Plan, but the other provisions hereof shall remain in full force and effect.
13.10 Exemption From Section 409A
The Plan is intended to be exempt from Section 409A of the Code, and shall be construed and administered accordingly.