Kodak 2013 Annual Report Download - page 153

(b) Related Definitions .
(1) “ Cause ” means any of the following: (A) your continued failure, for a period of at least 30 calendar days following a written
warning, to perform your duties in a manner deemed satisfactory by your supervisor, in the exercise of his or her sole discretion; (B) your
failure to follow a lawful written directive of the Chief Executive Officer, your supervisor or the Board; (C) your willful violation of any
material rule, regulation, or policy that may be established from time to time for the conduct of the Company’s business; (D) your
unlawful possession, use or sale of narcotics or other controlled substances, or performing job duties while illegally used controlled
substances are present in your system; (E) any act or omission or commission by you in the scope of your employment (a) which results
in the assessment of a civil or criminal penalty against you or the Company, or (b) which in the reasonable judgment of your supervisor
could result in a material violation of any foreign or U.S. federal, state or local law or regulation having the force of law; (F) your
conviction of or plea of guilty or no contest to any crime involving moral turpitude; (G) any misrepresentation of a material fact to, or
concealment of a material fact from, your supervisor or any other person in the Company to whom you have a reporting relationship in
any capacity; or (H) your breach of the Company’s Business Conduct Guide or the Eastman Kodak Company Employee’s Agreement.
(2) “ Disability ” means disability under the terms of the Company’s Long-Term Disability Plan.
(3) “ Good Reason ” means any of the following: (A) a material diminution in your total target cash compensation, comprised of
your Salary and target Annual Incentive; (B) a material diminution in your authority or responsibilities as provided in Section 3(b);
(C) the transfer of your primary work site to a new primary work site that increases your one-way commute to work by more than 35
miles; (D) any material breach of this Agreement by the Company; or (E) any purported termination by the Company of your
employment other than as expressly permitted by this Agreement.
(c) Advance Notice Generally Required .
(1) To terminate your employment before the end of the Scheduled Term, either you or the Company must provide a Termination
Notice to the other. A “ Termination Notice ” is a written notice that states the specific provision of this Agreement on which termination
is based, including, if applicable, the specific clause of the definition of Cause or Good Reason and a reasonably detailed description of
the facts that permit termination under that clause; provided , that the failure to include any fact in a Termination Notice that contributes
to a showing of Cause or Good Reason does not preclude either party from asserting that fact in enforcing its rights under this Agreement.
If you do not give a Termination Notice within 90 days after you have knowledge that an event constituting Good Reason has
occurred, the event will no longer constitute Good Reason. In addition, you must give the Company 30 days to cure the first event
constituting Good Reason.
(2) You and the Company agree to provide at least 30 days’ advance Termination Notice of any termination, unless your
employment is terminated by the Company for Cause or because of your Disability or death. If you die or become Disabled after you
provide a valid Termination Notice with Good Reason or the Company provides Termination Notice without Cause, your termination will
be treated as a termination with Good Reason or without Cause, effective as of the date of your Disability or death.
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