Kodak 2013 Annual Report Download - page 155

(g) Benefits Bearing . In no event shall any of the severance payments or benefits provided under this Section 6 be “benefits bearing.”
(h) Clawback . In the event you breach any of the terms of the Eastman Kodak Company Employees’ Agreement, this Agreement or the
release described in Section 6(i) below, in addition to and not in lieu of any other remedies that the Company may pursue against you, no
further severance payments will be made to you pursuant to this Section 6 and you agree to immediately repay to the Company all moneys
previously paid to you pursuant to this Section 6.
(i) Timing . The benefits provided in this Section 6 will begin at the end of your employment, and any cash payments owed to you under
this Section 6 will be paid in one lump sum 65 days following your date of termination except for Severance Payments, which will be made
consistently with the Company’s normal payroll cycles and begin as soon as administratively practicable after your separation from service
subject to Section 6(j). Notwithstanding the foregoing, any Severance Payments and any Continued Vesting will only be provided if, at the time
of your termination, you provide a release of any and all claims you may have with respect to the Company (other than the benefits provided in
Section 5 and the other rights under this Agreement that continue following your employment) in a form provided by the Company such that
you have taken all action necessary for such release to become effective and irrevocable no later than 65 days following your date of
termination. The Termination Allowance Plan (“TAP”) provides broad-based severance benefits to eligible Company employees. In
accordance with the terms of TAP, you acknowledge that the amount of TAP benefits for which you may become eligible is calculated by
reducing the benefit determined under the TAP formula by the Severance Payments under this Agreement. Since the Severance Payments (a
minimum of one year’s base salary) exceed the maximum benefit payable under TAP (six month’s base salary), you agree that if you become
eligible for Severance Payments under this Agreement you will not be entitled to TAP benefits. Should a court nevertheless award you TAP
benefits in such circumstances, you agree that the amount of Severance Payments will be reduced by such award and be immediately repaid to
the Company.
(j) Section 409A . This Agreement is intended to comply with or be exempt from the requirements of Section 409A of the Code (“Section
409A”) with respect to amounts, if any, subject thereto and shall be interpreted, construed and performed consistent with such intent. To the
extent you would otherwise be entitled to any payment that under this Agreement, or any plan or arrangement of the Company or its affiliates,
constitutes “deferred compensation” subject to Section 409A, and that if paid during the six months beginning on the date of termination of
your employment would be subject to the Section 409A additional tax because you are a
“specified employee” (within the meaning of
Section 409A and as determined by the Company), the payment, together with any earnings on it, will be paid to you on the earlier of the six-
month anniversary of your date of termination or your death. Similarly, to the extent you would otherwise be entitled to any benefit (other than
a payment) during the six months beginning on termination of your employment that would be subject to the Section 409A additional tax, the
benefit will be delayed and will begin being provided (together, if applicable, with an adjustment to compensate you for the delay) on the
earlier of the six-month anniversary of your date of termination or your death or change in control (within the meaning of Section 409A). In
addition, any payment or benefit due upon a termination of your employment that represents “deferred compensation” subject to Section 409A
shall be paid or provided to you only upon a “separation from service” as defined in Treas. Reg. § 1.409A-1(h). Each payment under this
Agreement shall be deemed to be a separate payment for purposes of
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