Kodak 2009 Annual Report Download - page 241

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than 100% of the Fair Market Value of the Common Stock, as determined by the Committee, on the Effective Date of the
Freestanding SAR’s grant. Moreover, all Freestanding SARs shall expire not later than seven years from the Effective Date of the
Freestanding SAR’s grant and generally have the same terms and conditions as Stock Options.
(c) Other than pursuant to Section 6.2 or as a result of a grant of a Substitute Award, the Committee shall not be permitted to (i)
lower the exercise price of an SAR after it is granted, (ii) cancel an SAR when the exercise price exceeds the Fair Market Value
of the underlying shares of Common Stock in exchange for any form of consideration or, (iii) take any other action with respect to
an SAR that may be treated as a repricing under the rules and regulations of the New York Stock Exchange, in each case
without shareholder approval.
9.3 Intentionally Omitted
9.4 Additional Terms and Conditions
The Committee may, by way of the Award Notice or otherwise, determine such other terms, conditions, restrictions and/or limitations, if
any, of any SAR Award, provided that they are not inconsistent with the Plan.
9.5 Maximum Award Payable
Notwithstanding any provision contained in the Plan to the contrary, the maximum number of shares for which SARs may be granted under
the Plan to any one Participant for a thirty-six (36) month period is two million (2,000,000) shares of Common Stock.
9.6 Payments of SARS
In the event that the SAR is paid in cash, the corresponding cash (or equivalents) thereof shall be paid as of the date that the SAR is
exercised.
Article 10 – Restricted Stock Awards
10.1 Grants
Awards under this Article 10 may be granted to Participants, either alone or in addition to other Awards granted under the Plan, as
Restricted Stock Awards or Restricted Stock Unit Awards. Awards may be granted in the form of (i) freestanding grants that vest based on
the passage of time, or (ii) grants in payment of earned Performance Awards or other incentive compensation under another plan
maintained by the Company.
10.2 Award Restrictions
Restricted Stock Awards or Restricted Stock Unit Awards shall be subject to such terms, conditions, restrictions, and/or limitations, if any,
as the Committee deems appropriate including, but not by way of limitation, restrictions on transferability and continued employment;
provided, however, they are not inconsistent with the Plan. The Committee may modify or accelerate the delivery of a Restricted Stock
Award or Restricted Stock Unit Award under such circumstances as it deems would be in the best interest of the Company; provided,
however, that such action would not cause a violation of Section 409A.
10.3 Vesting Period for Awards to Employees
Except as provided in Section 12.2 or Article 15, the period to achieve full vesting for Restricted Stock Awards and Restricted Stock Unit
Awards granted to Employees in the form of freestanding grants shall not be shorter than three years. Vesting under the Plan can be on a
pro rata or graded basis over the period or cliff at the end of the period; provided, however, that grants made to new hires to replace
forfeited awards from a prior employer and grants in payment of earned Performance Awards (or other incentive compensation) are not
subject to the minimum vesting period.
10.4 Evidence of Award
Any Restricted Stock Award or Restricted Stock Unit Award granted under the Plan may be evidenced in such manner as the Committee
deems appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates.
Article 11 – Other Stock Based Awards
11.1 Grants
Awards under this Article 11 may be granted to Participants, either alone or in addition to the Awards granted under the Plan, in the form of
Other stock-based Awards. Awards may be granted either as freestanding grants or payments of earned Performance Awards or other
incentive compensation under another plan maintained by the Company.
11.2 Conditions and Terms of Other Stock-Based Grants
The Committee may by way of the Award Notice or otherwise, determine such other terms, conditions, restrictions and/or limitations, if any,
of any other stock-based Award, provided that they are not inconsistent with the Plan. Other stock-based Awards granted to Employees
shall be subject to the requirements of Section 10.3. Subject to the preceding sentence, other stock-based Awards in the form of deferred
stock units shall not be subject to a minimum vesting period.