Kodak 2011 Annual Report Download - page 566

3. Termination Benefits
Upon your termination, Kodak will provide to you, subject to your satisfaction of the requirements of this letter agreement, the termination benefits
described in this Section 3 (“Termination Benefits”).
The existence or terms of this agreement will not be relied upon as the basis for any adverse change to your 2011 or 2012 compensation level,
mix or pay-outs under the Company’s Executive Compensation for Excellence and Leadership (“EXCEL”)
plan or Long Term Incentive
plans.
In the event that you die after the Severance Allowance provided under this Section commenced, but before the receipt of the entire Severance
Allowance, any unpaid balance will be paid in a lump sum to the executor or administrator of your estate or to a properly qualified personal
representative no later than the end of the taxable year of death (or 2 ½ months after death, if later) provided that Kodak has received
information reasonably evidencing your death.
If Termination Benefits other than Severance Allowance have commenced, the following will occur:
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December 8, 2011
A.
Severance Allowance
. You will receive a severance allowance equal to the greater of $1,270,500 or 200% of
the sum of your annual base
salary plus your annual target incentive EXCEL award at the time of termination (the “Severance Allowance”),
reduced by the amount of any
termination allowance benefits payable to you under the terms of Kodak’s Termination Allowance Plan (“TAP”)
and any benefits payable to
you under Appendix S of the Kodak Retirement Income Plan and Appendix S of the Kodak Unfunded Retirement Income Plan. In general,
Severance Allowance payments, together with any TAP payments or benefit payments under Appendix S of the Kodak Unfunded Retirement
Income Plan, will be substantially equivalent to those you received as an employee, and your Severance Allowance payments, together with
any TAP payments or benefit payments under Appendix S of the Kodak Unfunded Retirement Income Plan, will be made consistently with
Kodak's normal payroll cycles (currently bi-
weekly). Payments will begin as soon as administratively practicable following your Last Day of
Work or, if applicable to you with respect to this benefit, the expiration of the six-
month waiting period following separation from service that
the Company requires for certain executive employees as a result of Internal Revenue Code Section 409A (no interest will be paid during the
six-
month waiting period), and will continue until your Severance Allowance is exhausted or until your Severance Allowance has been paid
off in equal amounts over 26 pay periods, whichever occurs first. Kodak will withhold from the Severance Allowance all income, payroll and
employment taxes required by applicable law or regulation to be withheld. Your Severance Allowance will also be reduced by the amount of
any unemployment insurance benefits you receive.
B.
Other Termination Benefits
. Your eligibility for other Termination Benefits will be determined according to the terms and conditions set
forth in Kodak
’
s employee benefit plans.
C.
Death.
In the event that you die after your Last Day of Work but prior to the commencement of the Severance Allowance
provided in this Section, the total unpaid balance will be paid in a lump sum to the executor or administrator of your estate or to
a properly qualified personal representative no later than the end of the taxable year of death (or 2 ½ months after death, if later)
provided that Kodak has received information reasonably evidencing your death.
•
With regard to health care coverage, eligible dependents will be covered for the remainder of the period of continuation coverage
provided to you according to the applicable employee benefit plans.
•
With regard to life insurance, benefits will be paid according to the applicable employee benefit plans.
•
With regard to outplacement benefits, such benefits will terminate on the day of death.
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December 8, 2011