Kodak 2011 Annual Report Download - page 567

In no event shall any of the Termination Benefits payable under this letter agreement be “benefits bearing”. In other words, the amount of these benefits
will not be taken into account, nor considered for any reason, for purposes of determining any Company provided benefits or compensation for which you
are or may become eligible.
5. Vacation
Upon your termination of employment, you will receive payment in lieu of all your earned and unused carried-over and current year vacation.
6. Executive Compensation for Excellence and Leadership
Subject to your satisfaction of the terms of this letter agreement, you will remain eligible for an award under the Executive Compensation for Excellence
and Leadership (“EXCEL”)
plan for the 2012 performance period ("Performance Period") in accordance with the terms of EXCEL. Any award paid to you
will be pro-rated based on your length of service during the Performance Period and paid at the same time the plan’
s other participants receive their awards
for the Performance Period.
You hereby acknowledge and agree that individual performance is but one factor that is taken into account in determining awards under EXCEL. Other
factors that are taken into account include company performance, unit performance, and discretion by the Executive Compensation and Development
Committee of the Board of Directors, Kodak’s CEO and the participant’
s supervisor. Consequently, you hereby acknowledge and agree that you are not
guaranteed a payment under EXCEL for the Performance Period and your entitlement to a payment for the Performance Period will be determined solely in
accordance with the terms and conditions of the plan. You further acknowledge and agree that Kodak’
s determination with regard to the amount and
payment of any EXCEL award paid to you for the Performance Period will be final and binding upon you, and any other person having or claiming to have
any right or interest on your behalf in or under the plan.
7. Restricted Stock Units (RSUs)
Subject to your satisfaction of the terms of this letter agreement and if Kodak terminates your employment due to the elimination of your newly assigned
position and is unable to provide you a comparable position, your termination of employment will be treated as for an “Approved Reason”
pursuant to the
terms of the September 28, 2009 RSU Guide: As a result of your termination of employment under this letter agreement, effective the Last Day of Work,
you will forfeit any other restricted stock and restricted stock units you hold for which the restrictions have not lapsed as of the Last Day of Work. You will
not, however, forfeit any restricted stock and restricted stock units you hold for which the restrictions have lapsed as of the Last Day of Work.
8. Release
In partial consideration for the Termination Benefits, you hereby agree to execute immediately prior to your termination of employment the release annexed
hereto as Addendum A. In the event you fail to sign the release, or once signed make an effective revocation of the release, you will not be entitled to any
of the Termination Benefits.
9. Executive Employee’s Agreement
During your employment by Kodak, you signed an “Eastman Kodak Company Executive Employee’s Agreement”
in which you affirmed your obligation
not to disclose Company trade secrets, confidential or proprietary information. Further, you agreed not to engage in work or activities on behalf of a
competitor of the Company in the field in which you were employed by Kodak for a period following termination of your employment by Kodak equal to
the total number of months you were employed by Kodak, but in no event less than six (6) months or more than eighteen (18) months By signing this letter
agreement, you reaffirm the Executive Employee’s Agreement and agree that it is in full force and effect, without amendment or modification.
To the extent you locate one or more opportunities in any field or fields in which you have worked for Kodak, Kodak agrees, upon your request, to
promptly review the terms of each such employment opportunity to determine whether such opportunity is in Kodak’
s opinion violative of the terms of the
Executive Employee’s Agreement. All such requests should be submitted directly to my attention.
10. Cooperation
You agree to cooperate fully with Kodak from now to the date of your termination of employment and thereafter during the two (2) year period following
your termination on all matters relating to your employment and termination of employment, the transition of your duties and responsibilities to your
successor(s), and the conduct of Kodak’
s business. You further agree during such periods to cooperate fully with Kodak regarding, and conduct all of your
actions, statements and communications in a manner consistent with, the announcement by Kodak of your termination of employment.
In partial consideration for the termination benefits, you also agree that commencing on the date of this letter, and continuing thereafter, you will not in any
way disparage, make any statement, or take any action which is adverse, inimical or otherwise detrimental to the interests of Eastman Kodak Company or
its subsidiaries or affiliates or their respective current or former officers, directors, and employees or cause any of such persons embarrassment or
humiliation or otherwise cause or contribute to such persons being held in disrepute by the public or the Company’
s shareholders, clients, customers,
employees or competitors.
Kodak also agrees that during such period of time, its officers and directors will not in any way disparage, make any statement, or take any action which is
adverse, inimical or otherwise detrimental to you or cause you embarrassment or humiliation or otherwise cause or contribute to your being held in
disrepute by the public or the Company’s shareholders, clients, customers, employees or competitors.
You understand that Kodak may need your continued cooperation and involvement with various pieces of litigation and other legal matters which are
pending at the time of your termination of employment or which may arise thereafter. In further consideration of the Termination Benefits, you agree, at
Kodak
’
s request from time to time, to cooperate with Kodak in its efforts to defend and/or pursue any such litigation or other legal matters. You will
4.
Benefits Not Benefits Bearing
.