Kodak 2013 Annual Report Download - page 156

Section 409A, amounts payable under Sections 6(d)(1) and 6(d)(2) shall be deemed not to be “deferred compensation” subject to Section 409A
to the extent provided in the exceptions in Treas. Reg. Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,”
including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. Section 1.409A-1 through A-6.
Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement or otherwise that
is exempt from Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to you only to the extent
that the expenses are not incurred, or the benefits are not provided, beyond the last day of your second taxable year following your taxable year
in which the “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of your third
taxable year following the taxable year in which your “separation from service” occurs. Except as otherwise expressly provided herein, to the
extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A,
the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the
expenses eligible for reimbursement in any other taxable year (except for any life-time or other aggregate limitation applicable to medical
expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you
incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or
exchange for another benefit.
(k) End of Scheduled Term . If your employment with the Company continues at the end of your Scheduled Term, the provisions of
Section 3 through this Section 6 will cease to apply and you will continue as an at-will employee of the Company. The remaining provisions of
this Agreement will continue in accordance with their terms.
7. On-going Restrictions on Your Activities
(a) Employee’s Agreement . You acknowledge and agree that your Eastman Kodak Company Employee’s Agreement is and will remain
in full force and effect, including, without limitation, the provisions therein regarding nondisclosure of confidential information, non-
competition with the Company during, and for up to eighteen (18) months following any termination of, your employment and non-solicitation
of Company employees, customers and suppliers during, and for up to twelve (12) months following any termination of, your employment.
(b) Your Importance to the Company and the Effect of this Section 7 . You acknowledge that:
(1) In the course of your involvement in the Company’s activities, you will have access to confidential information and the
Company’s client base and will profit from the goodwill associated with the Company. On the other hand, in view of your access to
confidential information and your importance to the Company, if you compete with the Company for some time after your employment,
the Company will likely suffer significant harm. In return for the benefits you will receive from the Company and to induce the Company
to enter into this Agreement, and in light of the potential harm you could cause the Company, you agree to the provisions of this
Section 7. The Company would not have entered into this Agreement if you did not agree to this Section 7.
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