Kodak 2013 Annual Report Download - page 149

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-
2
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Dividend Equivalent Rights
This Award shall include dividend equivalent rights pursuant to Article 10 of the Plan. In the
event of the payment of any cash dividend on the Company’s Common Stock with a record
date occurring after the Grant Date but before a Vesting Date, the number of unvested RSUs
subject to this Award will be credited with additional RSUs subject to the terms of this Award
Agreement and to the applicable vesting requirements of the RSUs on which such dividend
equivalent rights are paid. The number of RSUs that shall be credited shall be computed by
multiplying the dollar value of the dividend paid upon a single share of Common Stock by the
number of RSUs on the record date for such dividend and dividing the product thereof by the
Fair Market Value of the Common Stock on the payment date for such dividend.
In the event of the payment of any stock dividend on the Company’s Common Stock with a
record date occurring after the Grant Date but before a Vesting Date, the number of RSUs
subject to this Award will be adjusted pursuant to the terms of the Plan, with any additional
RSUs from such an adjustment subject to the terms of this Award Agreement and to the
applicable vesting requirements of the RSUs on which such adjustment is made.
For the avoidance of doubt, if the Grantee makes a timely election to defer payment of the
RSUs pursuant to a Company plan that allows for such deferral, the adjustment, if any, for a
cash dividend paid on the Company’s Common Stock with a record date occurring after a
Vesting Date shall be made pursuant to the terms of the applicable Company plan under which
the payment of the RSUs was deferred.
Delivery Date
Within 30 days after the applicable Vesting Date, but in no event later than March 15 of the
calendar year immediately following the calendar year in which the RSUs are no longer subject
to a substantial risk of forfeiture for Section 409A purposes, the Company shall issue to the
Grantee one Share (or, at the election of the Company, cash equal to the Fair Market Value
thereof) for each RSU that vests on such date.
Notwithstanding the foregoing, if the Grantee make a timely election to defer payment of the
RSUs pursuant to a Company plan that allows for such deferral, then on the date that payment
of the RSUs would otherwise have been made to the Grantee, the Company shall instead credit
the shares that otherwise would have been paid to the Grantee on such date to a bookkeeping
account maintained under the applicable Company plan and payment shall from the Company
plan will be made in accordance with its terms.
Transferability
The RSUs will not in any manner be subject to alteration, anticipation, sale, transfer,
assignment, pledge or encumbrance.