Kodak 2010 Annual Report Download - page 195

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69
Involuntary
Termination
Without Cause
Termination
Based on
Disability
Termination
Due to Death
Voluntary
Termination
With Good
Reason(1)
Termination
Due to a Change
in Control(2)
P. Jotwani
Cash Severance(3)
$1,050,000
—
—
—
$3,150,000
Intrinsic Value of Stock Options(4)
350,000
$350,000
$350,000
—
350,000
Restricted Stock/RSUs(5)
—
—
—
—
536,000
Leadership Stock(6)
—
—
—
—
—
Benefits/Perquisites(7)
5,868
—
—
—
5,608
Pension(8)
—
—
—
—
—
Excise Tax Gross-Up(9)
—
—
—
—
—
Total
$1,405,868
$350,000
$350,000
—
$4,041,608
J.P. Haag
Cash Severance(3)
$1,521,960
—
—
—
—
Intrinsic Value of Stock Options(4)
—
—
—
—
—
Restricted Stock/RSUs(5)
237,318
—
—
—
—
Leadership Stock(6)
107,886
—
—
—
—
Benefits/Perquisites(7)
11,289
—
—
—
—
Pension(8)
—
—
—
—
—
Excise Tax Gross-Up(9)
—
—
—
—
—
Total
$1,878,453
—(10)
—(10)
—
—(10)
(1) This column includes only Mr. Perez because no other Named Executive Officer will receive severance benefits upon voluntary
termination with good reason. The values in this table were calculated using the same assumptions described above.
(2) Severance benefits under this column apply only to terminations that occur due to a change in control that were without cause or
for good reason or, for Mr. Faraci as President, if a change in control occurs prior to December 23, 2011 and he voluntarily
terminates for any reason during the 30-day period commencing 23 months after the change in control.
(3) The cash severance amounts disclosed above were calculated using target total cash compensation (base salary plus EXCEL
target award) for each Named Executive Officer. For Mr. Perez and Mr. Jotwani, severance for all but the last column was
calculated by multiplying the Named Executive Officer's target total cash compensation by a multiplier set forth in the Named
Executive Officer’s letter agreement(s). Mr. Perez's cash severance equation is two times his target total cash compensation.
Mr. Jotwani’s cash severance equation is one times his target total cash compensation. For Ms. McCorvey and Mr. Faraci,
severance for all but the last column was calculated in accordance with the Company’s Termination Allowance Plan (TAP). Ms.
McCorvey’s severance equation is equal to 16.5 weeks of her target total cash compensation. Mr. Faraci's severance equation is
equal to nine weeks of his target total cash compensation. At the time of separation of a Named Executive Officer, the Committee
may approve severance terms that vary from those provided in the Named Executive Officer’s pre-existing individual
agreement(s), if any, or under TAP, provided that such terms are consistent with the guidelines that the Committee establishes for
executive severance. None of these amounts reflect any offset for Special Termination Program benefits that may be payable from
KRIP. In connection with Ms. Haag’s termination from the Company with approved reason on December 31, 2010, the Committee
approved a severance equation equal to two times her target total cash compensation which exceeds her 43.5 weeks of
severance under TAP by $887,589. This approval was memorialized in a letter agreement between Ms. Haag and the Company
dated November 11, 2010.
The cash severance amounts disclosed above in the last column were calculated for each Named Executive Officer by multiplying
the Named Executive Officer's target total cash compensation by three. These amounts do not reflect any offset for Special
Termination Program benefits that may be payable from KRIP.
(4) This row represents the intrinsic value of all outstanding stock options that would continue to vest following the different scenarios
on December 31, 2010.