Kodak 2010 Annual Report Download - page 190

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an executive will forfeit his or her award unless retirement is specified as an approved reason in the award administrative guide
or approved by the Committee.
Named Executive Officers will also be eligible to receive a pro rata EXCEL award, if earned, if their employment is terminated due to death,
disability, retirement, or an approved reason.
Individual Severance Arrangements
Antonio M. Perez
Under the terms of his letter agreement dated March 3, 2003, Mr. Perez will be eligible to receive certain severance benefits in the event
his employment is terminated under various circumstances as described below. The amount and nature of the severance benefits he will
be eligible to receive varies depending on the circumstances surrounding his termination. As a condition to receiving severance benefits,
Mr. Perez must execute a general release and covenant not to sue in favor of the Company. He is not required to seek other employment
to mitigate the amount of any severance payments payable to him. Mr. Perez will be subject to a two-year non-compete agreement after
termination of his employment. In the event that he breaches this non-compete agreement, he will forfeit the right to receive certain
severance benefits otherwise payable in connection with termination without “cause” and for “good reason” and have to repay the
Company for any severance benefits received. For purposes of his letter agreement, “cause” is defined as Mr. Perez’s failure to perform or
gross negligence in performing his duties, conviction of a crime, or a material breach of his agreement or the Company’s Business
Conduct Guide. “Good reason” is defined as an adverse change in Mr. Perez’s title or responsibilities, a material breach of his agreement
by the Company, or the failure of any successor to the Company to assume obligations under his agreement.
Mr. Perez’s March 3, 2003 letter agreement was amended by a letter agreement dated December 9, 2008, to provide that any severance
benefits payable under his letter agreements will begin after the six-month waiting period required for compliance under Section 409A, and
by a letter agreement dated September 28, 2009, to qualify pro-rated earned EXCEL awards upon termination of employment as
performance-based compensation under Section 162(m).
Termination by the Company without Cause or by Mr. Perez for Good Reason. If Mr. Perez is terminated by the Company without
cause or if Mr. Perez terminates his employment with the Company for good reason, he is eligible to receive (less applicable withholding
and subject to Section 409A compliance):
• An amount equal to two times the sum of his current base salary and EXCEL target award, payable over no more than 24
months;
• A pro rata bonus award under EXCEL for the year in which the termination occurs, if earned (as certified and determined by the
Committee), payable in a single installment on the normal payment date when awards are paid to other executives;
• Any earned, but unpaid, EXCEL award for the prior performance year;
• Waiver of the forfeiture provisions of any Restricted Stock award;
• The continued vesting of unvested stock option awards and all vested stock options will remain exercisable for the remainder of
their term;
• His additional retirement benefit provided under his individual arrangement as based on 25.0833 years of service;
• Continuation of existing coverage under the Company’s medical and dental plans for four months at the Company’s expense;
• Outplacement services; and
• Services under Kodak’s financial counseling program for the two-year period immediately following his termination of
employment.
Termination by the Company for Cause. If Mr. Perez’s employment is terminated by the Company for cause, he is eligible to receive
(less applicable withholding and subject to Section 409A compliance):
• Any earned, but unpaid, EXCEL award for the prior performance year;
• His additional retirement benefit provided under his individual arrangement as based on 25.0833 years of service; and
• 60 days to exercise any vested stock options (or through the expiration of the option’s original term, if earlier) unless the option is
forfeited by its terms as a result of his termination for cause.
Termination by Mr. Perez without Good Reason. If Mr. Perez terminates his employment without good reason, he is eligible to receive
(less applicable withholding and subject to Section 409A compliance):
• Any earned, but unpaid, EXCEL award for the prior performance year;
• His additional retirement benefit provided under his individual arrangement based on 25.0833 years of service; and