Kodak 2011 Annual Report Download - page 557

Exhibit (10.41)
*** TEXT OMITTED AND FILED SEPARATELY, CONFIDENTIAL TREATMENT REQUESTED
Personal and Confidential
October 31, 2011
TO: Laura Quatela
SUBJECT: Special Performance Bonus Plan
Dear Laura:
In recognition of your expanded responsibility in leading the strategic patent portfolio project (Project Komodo), I am pleased to inform you of your
eligibility to participate in a one-
time Individualized Special Performance Bonus Plan associated with the above project. For purposes of this letter,
“Kodak” refers to Eastman Kodak Company, and its related affiliates.
You will be eligible to participate in a one-time individualized special performance bonus plan (the “Bonus Plan”).
The purpose of the
Bonus Plan is to incent you to achieve certain pre-
established goals. Your target award under the plan will be $1,500,000. This amount will
also be the maximum award you may receive under the Bonus Plan, subject to the potential application of an early completion incentive as
described in paragraph D below. The Executive Compensation and Development Committee of the Board (the “Committee”)
retains the
discretion to award alternative incentive compensation to you in the event that the goals under the Bonus Plan are not achieved, or the
payout is determined to be insufficient in recognition of the performance, due to Kodak’
s decision to pursue an alternative transaction(s) to
Project Komodo, including, without limitation, one or more potential patent licensing transactions.
“Target performance goals”
will be established for the Bonus Plan performance period and set forth in Appendix A to this Agreement. To
receive the $1,500,000 target award for the Bonus Plan, it will be necessary for you to achieve 100% of the established “
target performance
goals” before the end of the Bonus Plan performance period on *** (“Performance Period”). The “target performance goals”
will be
approved by the Committee. Kodak will provide you with a detailed description of the target performance goals within ninety (90) days of
the signing of this agreement by both yourself and the Plan Administrator (as defined in Subsection G), which will mark the start of the
performance period.
If you do not achieve the “target performance goals”
for the performance period of the Bonus Plan, you may nevertheless receive a portion
of the target award if you achieve “minimum performance goals” (
as set forth in Appendix A to this Agreement) before the end of the
Bonus Plan performance period on ***, subject to the potential application of a reduction for completion *** as described in paragraph D
below. Separate “minimum performance goals”
will be approved by the Committee and communicated to you by the Plan Administrator
within ninety (90) days of the start of the performance period. The exact amount of the award will be determined pursuant to the payment
methodology set forth in Appendix A together with the minimum performance goals.
As an additional incentive for the early completion of the target or minimum performance goals, a 25% early completion incentive will be
applied to the earned award payment if you achieve at least the minimum performance goals on or before ***. If however, the performance
goals are achieved after ***, but on or before ***, there will be a reduction in the earned incentive of up to 25% as described in Appendix
A.
Subject to paragraph F below, you will be eligible to receive either a full or partial award under the Bonus Plan unless prior to ***, you
terminate your employment with Kodak or Kodak terminates your employment for “cause”,
as defined in paragraph J below (referred to
collectively as a “Disqualification Event”).
In the case of a Disqualification Event, you will forfeit its entirety any award earned under the
Bonus Plan. If a Disqualification Event occurs after an award under this Bonus Plan has been paid, you agree to repay the net amount of the
FROM:
Robert Berman, Chief Human Resources Officer and Senior Vice President, Eastman Kodak Company
One
-
time Special Performance Bonus Plan
A.
In General
B.
Target Performance Goals
C.
Minimum Performance Goals
D.
Early Completion Incentive; Incentive Reduction for Completion in the ***
E.
Continued Employment