Kodak 2010 Annual Report Download - page 138

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and Governance Committee (the “Governance Committee”) reviews the material facts of all interested transactions that require the
Governance Committee’s approval. The Governance Committee will approve or disapprove the interested transactions, subject to certain
exceptions, by taking into account, among other factors it deems appropriate, whether the interested transaction is on terms no less
favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related
person’s interest in the transaction. No director may participate in any discussion or approval of an interested transaction for which he or
she is a related party. If an interested transaction will be ongoing, the Governance Committee may establish guidelines for our
management to follow in its ongoing dealings with the related party and then, at least annually, must review and assess ongoing
relationships with the related party.
Under the Board’s policies and procedures, an “interested transaction” is any transaction, arrangement or relationship, or series of similar
transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness), in which the aggregate amount
involved will or may be expected to exceed $100,000 in any calendar year, the Company is a participant and any related party has or will
have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A
“related party” is any person who is or was since the beginning of the last fiscal year for which we have filed a Form 10-K and proxy
statement, a Section 16 Executive Officer, director or nominee for election as a director (even if they presently do not serve in that role),
any greater than 5% beneficial owner of the Company’s common stock or any immediate family member of any of the foregoing.
Immediate family member includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law,
sons- and daughters-in-law, brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee).
The Governance Committee has reviewed and pre-approved certain types of interested transactions described below. In addition, our
Board has delegated to the chair of the Governance Committee the authority to pre-approve or ratify (as applicable) any interested
transaction with a related party in which the aggregate amount involved is expected to be less than $500,000. Pre-approved interested
transactions include:
• Employment of Section 16 Executive Officers either if the related compensation is required to be reported in our proxy statement
or if the Section 16 Executive Officer is not an immediate family member of another Section 16 Executive Officer or a director of
our Company and the related compensation would be reported in our proxy statement if the Section 16 Executive Officer was a
“Named Executive Officer” and our Executive Compensation and Development Committee approved (or recommended that the
Board approve) such compensation.
• Any compensation paid to a director if the compensation is required to be reported in our proxy statement.
• Any transaction with another company with which a related person’s only relationship is as an employee (other than an executive
officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not
exceed the greater of $1 million or 2% of that company’s total annual revenues.
• Any charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university with which
a related person’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount
involved does not exceed the greater of $1 million or 2% of the charitable organization’s total annual receipts.
• Any transaction where the related person’s interest arises solely from the ownership of the Company’s common stock and all
holders of our common stock received the same benefit on a pro rata basis (e.g., dividends).
• Any transaction involving a related party where the rates or charges involved are determined by competitive bids.
• Any transaction with a related party involving the rendering of services as a common or contract carrier, or public utility, at rates
or charges fixed in conformity with law or governmental authority.
• Any transaction with a related party involving services as a bank depository of funds, transfer agent, registrar, trustee under a
trust indenture or similar services.
The Governance Committee reviewed one interested transaction with a related party occurring in 2010 that did not fall within any of the
pre-approved interested transactions described above, as follows:
• Dolores Kruchten, a Vice President of the Company, is the spouse of Brad Kruchten, a Senior Vice President and Section 16
Officer of the Company. There is no employment reporting relationship between Mr. Kruchten and Ms. Kruchten. Ms. Kruchten
earned the following compensation in 2010: $277,127, consisting of base salary and non-equity variable pay.