Kodak 2010 Annual Report Download - page 152

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26
Director Compensation Program
The annual cash and equity components of the Company’s director compensation program are as follows:
Cash(1)
Equity(2)
Board Retainer
(3)
Chair/Presiding
Director Retainer
(4)
Restricted Stock
(5)
Stock Options
(6)
Total
Director
$70,000
—
$70,000
$70,000
$210,000
Presiding Director(7)
70,000
$100,000
70,000
70,000
310,000
Audit Committee Chair
70,000
20,000
70,000
70,000
230,000
Compensation Committee Chair
70,000
10,000
70,000
70,000
220,000
Finance Committee Chair
70,000
10,000
70,000
70,000
220,000
Governance Committee Chair
70,000
10,000
70,000
70,000
220,000
(1) For the cash portion of the directors’ retainers, payment is made twice per year.
(2) The methodology used to convert the dollar-denominated value of equity awards to the actual amount of equity is the same as that
used for management.
(3) Directors can elect to have their cash Board retainer paid in stock or deferred into the Directors’ Deferred Compensation Plan.
(4) The Committee Chairs and the Presiding Director may elect to have their retainers paid in stock or deferred into the Directors’
Deferred Compensation Plan.
(5) The restricted shares vest on the first anniversary of the date of grant. Directors who discontinue serving on the Board prior to
vesting forfeit their restricted shares, unless their cessation of service is due to retirement, approved reason or death, in which
case the restrictions on the shares lapse on the date of the director’s cessation of service. Directors may elect to defer their
restricted shares into the Directors’ Deferred Compensation Plan.
(6) The exercise price of the options is the closing price of our common stock on the date of grant. The options become exercisable
on the first anniversary of the date of grant and expire seven years after grant. Directors who discontinue serving on the Board
prior to vesting forfeit their unvested options, unless their cessation of service is due to retirement, approved reason or death. In
the case of retirement and cessation for approved reason, the options continue to vest per their terms and remain exercisable for
the remainder of the options’ full term. In the case of death, the options fully vest upon death and remain exercisable by the
director’s estate for the remainder of the options’ full term.
(7) Currently, our Presiding Director also serves as the Chair of the Compensation Committee and therefore receives an additional
retainer as Chair of that Committee.
Director Share Ownership Requirements
A director is not permitted to exercise any stock options or sell any restricted shares granted to him or her by the Company unless and until
the director owns shares of stock in the Company (either outright or through phantom stock units in the Directors’ Deferred Compensation
Plan) that have a value equal to at least five times the then maximum amount of the annual retainer which may be taken in cash by the
director (currently, this amount is $350,000).