Kodak 2010 Annual Report Download - page 191

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• Any vested stock options granted at the time he commenced employment will remain exercisable for the remainder of their term
and all other vested stock options will remain exercisable for 60 days (or through the expiration of the option’s original term, if
earlier).
Termination for Death. In the event Mr. Perez’s employment is terminated due to his death, his estate will be eligible to receive (less
applicable withholding and subject to Section 409A compliance):
• A pro rata annual target award under EXCEL 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 outstanding;
• Immediate vesting of any unvested option award and all outstanding stock options will remain exercisable by his estate or
transferee for the remainder of the original term;
• A survivor benefit equal to his additional retirement benefit provided under his individual arrangement based on 25.0833 years of
service; and
• Services under Kodak’s financial counseling program for the two-year period immediately following his death.
Termination for Disability. In the event Mr. Perez’s employment is terminated as a result of disability pursuant to the Company’s long-
term disability plan, he will be eligible to receive (less applicable withholding and subject to Section 409A compliance):
• Applicable benefits under the Kodak long-term disability plan;
• A pro rata annual target award under EXCEL 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 on any Restricted Stock award outstanding for at least one year at the time of his termination;
• Continued vesting of any unvested stock option awards outstanding for at least one year at the time of termination and such
stock options will remain exercisable for the remainder of the original term;
• His additional retirement benefit provided under his individual arrangement based on 25.0833 years of service; and
• Services under Kodak’s financial counseling program for the two-year period following his termination of employment.
Antoinette P. McCorvey
Ms. McCorvey’s severance benefits would be provided in accordance with applicable employee benefit and compensation plans for U.S.
employees, which may be adjusted in accordance with pre-established guidelines applied by the Committee.
Philip J. Faraci
Mr. Faraci’s severance benefits would be provided in accordance with applicable employee benefit and compensation plans for U.S.
employees, which may be adjusted in accordance with pre-established guidelines applied by the Committee.
Pradeep Jotwani
Mr. Jotwani’s September 24, 2010 letter agreement provides that he will be eligible to receive certain severance benefits if his employment
is terminated prior to September 28, 2013 due to disability or if the Company terminates his employment without “cause” without offering
him a reasonably comparable position. For this purpose, “cause” is defined as a failure to perform his duties, violation of a rule or policy of
the Company, an action that results in a criminal penalty or violation of law or a breach of the Company’s Business Conduct Guide or other
agreement.
Under his letter agreement, Mr. Jotwani will be eligible to receive a severance allowance equal to his current annual base salary plus
EXCEL target award, less applicable withholding, payable over no more than 12 months, beginning as soon as administratively practicable
after the six-month waiting period required for compliance under Section 409A. In addition, he will be eligible for outplacement services and
continued existing coverage under the Company’s medical, dental and life insurance plans for four months at the Company’s expense.
As a condition to receiving severance benefits, Mr. Jotwani must execute a general waiver and release in favor of the Company. He will
also be subject to the restrictive covenants under the Eastman Kodak Company Employee’s Agreement. To the extent he breaches the
terms of the waiver agreement or the Employee’s Agreement, he will forfeit the right to receive certain severance benefits otherwise
payable in connection with termination without cause.
Joyce P. Haag
Ms. Haag’s severance benefits would be provided in accordance with applicable employee benefit and compensation plans for U.S.
employees, which may be adjusted in accordance with pre-established guidelines applied by the Committee.