Kodak 2010 Annual Report Download - page 179

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53
GRANTS OF PLAN-BASED AWARDS IN 2010
The compensation plans under which the grants were made in 2010 that are shown in the following table include the Company’s annual
variable pay plan (EXCEL), and the 2005 Omnibus Long-Term Compensation Plan.
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards (1)
Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)
Name
Award
Description
Grant
Date
Thresh-
old
($)
Target
($)
Max.
($)(3)
Thresh-
old
(#)
Target
(#)
Max.
(#)
All Other
Stock
Awards
Or Units
(#)
All Other
Option
Awards
(#)
Exercise
or Base
Price of
Option
Awards
($)
Grant Date
Fair Value
of Stock &
Option
Awards
($)(4)
A.M. Perez
EXCEL
2010 PSU(5)
—
1/4/10
—
$1,705,000
$5,000,000
28,738
287,380
287,380
$1,701,290
A.P.
McCorvey
EXCEL
Option Grant
—
12/13/10
—
238,665(6)
—
15,000
$5.05
41,850
P.J. Faraci
EXCEL
—
—
595,000
3,500,000
P. Jotwani
EXCEL
Option Grant
RSU Grant
—
10/19/10
10/19/10
—
117,123(7)
3,000,000
100,000
250,000
3.96
535,000
396,000
J.P. Haag
EXCEL
—
—
299,780
2,306,000
Former Executive
F. S.
Sklarsky
EXCEL
—
—
0(8)
—
(1) The amounts shown for the "threshold", "target" and "maximum" levels represent the possible payouts for 2010 under EXCEL.
There is no amount in the "threshold" level for EXCEL as the potential payouts can range from zero to the maximum amount
allowable under the plan based on performance.
(2) The amounts shown represent the "threshold", "target" and "maximum" number of shares of common stock that Mr. Perez may
earn under his 2010 performance stock unit award, which was granted pursuant to his individual letter agreement amendment in
2009. Mr. Perez’s actual award earned for the 2010 performance stock plan was 248,009 shares.
(3) The maximum amounts for EXCEL represent the maximum payout permitted under the plan in accordance with the formula
established under the plan. The maximum EXCEL payout for Covered Employees is the lesser of: (i) 10% of the corporate funding
pool determined in accordance with performance against pre-established performance targets; (ii) 500% of a Covered Employee's
annual base salary as of December 31, 2009; or (iii) $5 million. The maximum amount shown for EXCEL is the lesser of 500% of
annual base salary or $5 million since the amount representing 10% of the corporate funding pool is not determinable as of the
beginning of the year. Given Mr. Jotwani was not employed by the Company on December 31, 2009, the maximum payout
reflected for Mr. Jotwani is 500% of his starting base salary on September 28, 2010. There is no maximum payout for Ms.
McCorvey or Mr. Sklarsky as the CFO is not a Covered Employee for purposes of Section 162(m) and thus their awards are not
capped under EXCEL.
(4) The amounts shown represent the full grant date fair value, as calculated in accordance with Accounting Standards Codification
Topic 718, excluding forfeiture assumptions.
(5) This figure represents the special 2010 performance stock unit grant provided to Mr. Perez, per the 2009 amendment to his
individual letter agreement; the maximum number of shares that may be earned is equal to the target.
(6) This amount is based on Ms. McCorvey’s base salary as Director of Investor Relations for 311 out of 365 days in 2010 and as
CFO for 54 out of 365 days in 2010, multiplied by her target bonus percentage of 75%.
(7) Mr. Jotwani was hired on September 28, 2010. This amount is based on his quoted salary, prorated for 95 out of 365 days worked
during the year, multiplied by his target bonus percentage.
(8) Mr. Sklarsky was not eligible for a 2010 EXCEL award based on his voluntary termination from the Company on November 5,
2010.