Kodak 2009 Annual Report Download - page 239

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before taxes; earnings before interest and taxes (EBIT); earnings before interest, taxes, depreciation and amortization (EBITDA); revenue
measures; number of units sold; number of units installed; revenue per employee; market share; market position; working capital
measures; inventory; accounts receivable; accounts payable; cash conversion cycle; cash flow; cash generation; net cash generation;
proceeds from asset sales; free cash flow; investable cash flow; capital expenditures; capital structure measures; cash balance; debt
levels; equity levels; economic value added models; technology milestones; commercialization milestones; customer metrics; customer
satisfaction; consumable burn rate; installed base; repeat customer orders; acquisitions; divestitures; employee metrics; employee
engagement; employee retention; employee attrition; workforce diversity; and diversity initiatives, in each case, measured either annually
or cumulatively over a period of years, on an absolute basis and/or relative to a pre-established target and/or plan, to previous years’
results, as a percentage of revenue, and/or to a designated comparison group.
7.3 Performance Cycle
For awards applicable solely to Covered Employees, a Performance Cycle shall be at least twelve (12) calendar months.
7.4 Discretion of Committee with Respect to Performance Awards
To the extent required by Section 162(m) of the Code, the Committee shall have full discretion, within the first ninety (90) days of a
Performance Cycle (or, if longer, within the maximum period allowed under Section 162(m) of the Code), to designate the Employees who
will be Participants for the Performance Cycle, the length of such Performance Cycle (which shall be at least 12 months for Covered
Employees), the type(s) of Awards to be issued, the Performance Criteria that will be used to calculate, in an objective manner, the
Performance Formula, the kind(s) and/or level(s) of the goals under the Performance Formula, whether the Performance Criteria shall
apply to the Company, Kodak, a Subsidiary, or any one or more subunits of the foregoing, and the Performance Formula.
7.5 Adjustment of Awards
The Committee is authorized at any time during the first ninety (90) days of a Performance Cycle, or at any time thereafter (but only to the
extent the exercise of such authority after the first ninety (90) days of a Performance Cycle would not cause the Awards granted to the
Participant for the Performance Cycle to fail to qualify as “performance-based compensation” under Section 162(m) of the Code), in its sole
and absolute discretion, to adjust or modify the Performance Formula for such Performance Cycle in order to prevent the dilution or
enlargement of the rights of Participants, (A) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction,
event or development; (B) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the
financial statements of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles,
or business conditions; and (C) in view of the Committee’s assessment of the business strategy of the Company, performance of
comparable organizations, economic and business conditions, and any other circumstances deemed relevant. In no event shall any Award
that applies to a Covered Employee be adjusted pursuant to Section 6.2 of the Plan to the extent it would cause such Award to fail to
qualify as “performance-based compensation” under Section 162(m) of the Code.
7.6 Determination of Awards
Following the completion of a Performance Cycle, the Committee may, and, with respect to Covered Employees shall, review and certify in
writing whether, and to what extent, the goals under the Performance Formula for the Performance Cycle have been achieved and, if so, to
calculate and certify in writing the amount of the Awards earned for the period. The Committee may reduce, eliminate or, except with
respect to Covered Employees, increase the amount of the Award earned under the Performance Formula for the Performance Cycle, if in
the Committee’s sole judgment, such reduction or elimination is appropriate.
7.7 Payment of Performance Awards
(a) Condition to Receipt of Performance Award. Unless otherwise provided in the relevant Award Notice or administrative guide, a
Participant must be employed by the Company on the last day of a Performance Cycle to be eligible for an earned Performance
Award for such Performance Cycle.
(b) Limitation. Unless otherwise determined by the Committee, a Participant shall be eligible to receive a Performance Award for a
Performance Cycle only to the extent that achievement of the goals under the Performance Formula for such period is measured
and as a result, all or some portion of such Participant’s Performance Award has been earned for the Performance Cycle.
(c) Timing of Award Payments. The Awards granted for a Performance Cycle shall be paid to Participants as soon as
administratively practicable following determination of achievement of the goals under the Performance Formula and satisfaction
of any applicable vesting periods or other terms and conditions. Unless otherwise provided in the relevant Award Notice or
administrative guide, such payment shall be made no earlier than January 1 of the calendar year following the end of the
applicable Performance Cycle and no later than December 31 of such calendar year.
7.8 Maximum Award Payable
The maximum Performance Award payable to any one Participant under the Plan for a Performance Cycle is five hundred thousand
(500,000) shares of Common Stock. In the event that the Performance Award is denominated in cash rather than shares of Common
Stock, the maximum individual cash award paid in respect of any Performance Cycle shall be five million dollars ($5,000,000).