Kodak 2010 Annual Report Download - page 198

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72
EXHIBITS
EXHIBIT I — DIRECTOR INDEPENDENCE STANDARDS
Pursuant to the NYSE Listing Standards, the Board of Directors has adopted Director Independence Standards to assist in its
determination of director independence. To be considered “independent” for purposes of these standards, a director must be determined,
by resolution of the Board as a whole, after due deliberation, to have no material relationship with the Company other than as a director. In
each case, the Board will broadly consider all relevant facts and circumstances and will apply the following standards.
1) A director will not be considered “independent” if:
• The director is or was within the preceding three years an employee, or an immediate family member of the director is or was
within the preceding three years an executive officer of the Company; or
• The director, or an immediate family member of the director, received, during any twelve-month period within the preceding
three years, more than $120,000 in direct compensation from the Company, other than director fees and pension or other forms
of deferred compensation for prior service (provided that such compensation is not contingent in any way of continued service
with the Company); except that compensation received by an immediate family member of the director for services as a non-
executive employee of the Company or received by the director for former services as an interim Chairman or CEO or other
executive officer need not be considered in determining independence under this test; or
• The director or an immediate family member is a current partner of a firm that is the Company’s internal or external auditor; the
director is a current employee of such a firm; the director has an immediate family member who is a current employee of such a
firm and personally works on the Company’s audit; or, the director or an immediate family member was, in the last three years,
a partner or employee of such a firm and personally worked on the Company’s audit within that time; or
• The director, or an immediate family member of the director, is or was within the preceding three years employed as an
executive officer of another company where any of the Company’s present executive officers serve or served on that company’s
compensation committee; or
• The director is a current employee, or an immediate family member of the director is a current executive officer of, a company
(other than a charitable organization) that makes payments to, or receives payments from, the Company for property or
services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million 2% of such other company’s
consolidated gross revenues; provided, however, that, in applying this test, both the payments and the consolidated gross
revenues to be measured will be those reported in the last completed fiscal year; and provided, further, that this test applies
solely to the financial relationship between the Company and the director’s (or immediate family member’s) current employer –
the former employment of the director or immediate family member need not be considered.
2) The following relationships will not preclude the Board from determining that a director is independent:
Commercial Relationship: if a director of the Company is an executive officer or an employee, or whose immediate family
member is an executive officer of another company that makes payments to, or receives payments from, the Company for
property or services in an amount which, in any single fiscal year, does not exceed the greater of: a) $1,000,000 or b) 2% of such
other company’s consolidated gross revenues;
Indebtedness Relationship: if a director of the Company is an executive officer of another company that is indebted to the
Company, or to which the Company is indebted, and the total amount of either company’s indebtedness does not exceed the
greater of: a) $1,000,000 or b) 2% of the consolidated assets of the company wherein the director serves as an executive officer;
Equity Relationship: if the director is an executive officer of another company in which the Company owns a common stock
interest, and the amount of the common stock interest is less than 5% of the total shareholders’ equity of the company where the
director serves as an executive officer; or
Charitable Relationship: if a director of the Company, or the spouse of a director of the Company, serves as a director, officer
or trustee of a charitable organization, and the Company’s contributions to the organization in any single fiscal year are less than
the greater of: a) $1,000,000 or b) 2% of that organization’s gross revenues.
3) For relationships not covered by Section 2 above, the determination of whether the relationship is material or not, and therefore
whether the director would be independent, will be made by the directors who satisfy the independence guidelines set forth in
Sections 1 and 2 above.
4) For purposes of these standards, an “immediate family member” includes a person’s spouse, parents, children, siblings, mothers
and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who
shares such person’s home; except that, when applying the independence tests described above, the Company need not
consider individuals who are no longer immediate family members as a result of legal separation or divorce, or those who have
died or have become incapacitated.