Kodak 2013 Annual Report Download - page 158

Reorganization or Sale, the Surviving Company will be treated for all purposes as the Company under this Agreement. The “ Surviving
Company ” means (i) in a Reorganization, the entity resulting from the Reorganization or (ii) in a Sale, the entity that has acquired all or
substantially all of the assets of the Company.
10. General Provisions
(a) Administrator . All compensation and benefits provided under this Agreement will be administered by the Chief Human Resources
Officer for the Company (the “ Administrator ”).
The Administrator will have total and exclusive responsibility to control, operate, manage and
administer such compensation and benefits in accordance with their terms and all the authority that may be necessary or helpful to enable him
to discharge his responsibilities with respect to them. Without limiting the generality of the preceding sentence, the Administrator will have the
exclusive right to: interpret this Agreement, decide all questions concerning eligibility for and the amount of compensation and benefits
payable, construe any ambiguous provision, correct any default, supply any omission, reconcile any inconsistency, and decide all questions
arising in the administration, interpretation and application of this Agreement. The Administrator will have full discretionary authority in all
matters related to the discharge of his responsibilities and the exercise of his authority, including, without limitation, his construction of the
terms of this Agreement and his determination of eligibility for compensation and benefits. It is the intent of the parties hereto, that the
decisions of the Administrator and his actions with respect to this Agreement will be final and binding upon all persons having or claiming to
have any right or interest in or under this Agreement and that no such decision or actions shall be modified upon judicial review unless such
decision or action is proven to be arbitrary or capricious.
(b) Withholding . You and the Company will treat all payments to you under this Agreement as compensation for services. Accordingly,
the Company may withhold from any payment any taxes that are required to be withheld under any law, rule or regulation.
(c) Confidentiality . You agree to keep the existence of this letter confidential except that you may review it with your financial advisor,
attorney or spouse/partner and with the Administrator.
(d) Severability . If any provision of this Agreement is found by any court of competent jurisdiction (or legally empowered agency) to be
illegal, invalid or unenforceable for any reason, then (1) the provision will be amended automatically to the minimum extent necessary to cure
the illegality or invalidity and permit enforcement and (2) the remainder of this Agreement will not be affected. In particular, if any provision
of Section 7 is so found to violate law or be unenforceable because it applies for longer than a maximum permitted period or to greater than a
maximum permitted area, it will be automatically amended to apply for the maximum permitted period and maximum permitted area.
(e) No Set-Off . Your and the Company’s respective obligations under this Agreement will not be affected by any set-off, counterclaim,
recoupment or other right you or any member of the Company may have against each other or anyone else (except as this Agreement
specifically states). You do not need to seek other employment or take any other action to mitigate any amounts owed to you under this
Agreement, and those amounts will not be reduced if you do obtain other employment.
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