Kodak 2011 Annual Report Download - page 563

Appendix A
Target and Minimum Performance Goals
The Company is exploring strategic options for the sale or other disposition of two of its patent portfolios relating to digital capture and Kodak Imaging
Systems and Services (“KISS”) (the “IP Assets”) to one or more Buyers (Project Komodo). You will lead Project Komodo which is expected to generate
gross proceeds and other consideration in a range of $***to $***.
In order for you to be eligible for the Special Incentive Bonus Plan under this Agreement, the Closing for all sale transactions under Project Komodo must
be completed on or before *** (the “Performance Period”). If the Closing for all sale transactions under Project Komodo are completed on or before ***,
you will be eligible for an Early Completion Incentive as described in paragraph D of this Agreement. If the sale transactions under Project Komodo are
completed after ***, but prior to ***, you will be eligible for an earned award, but the award will be subject to the following reductions:
Subject to your satisfaction of the terms of this Agreement, you will be eligible to receive a one-time bonus upon the Closing of all sale transactions under
Project Komodo on or before the end of the Performance Period. The amount of the Special Incentive Bonus will depend on the Gross Proceeds received by
Kodak for such sales transactions in accordance with the table below.
Performance between the Minimum Performance Goal and Target/Maximum Performance Goal will be calculated utilizing straight line interpolation.
To the extent that the consideration for any sale transaction under Project Komodo is not in the form of cash and the Company is unable to recognize a gain
on such non-cash consideration within 12 months from the date of Closing of the applicable transaction, you will repay that portion of any award you
received under this Bonus Plan that is attributable to such non-cash consideration.
“Buyer” means one or more third parties not affiliated with Kodak that provide consideration to Kodak in connection with the purchase and sale of the IP
Assets.
“Closing” means the consummation of the transactions contemplated by one or more Asset Sale Agreements.
“Early Completion Incentive” means an earned award payment of 25% of the earned award, if at least the minimum performance goal is achieved on or
before ***.
October 31, 2011
A.
Timing of Sale Transactions
Transaction(s) Completion Date
Award Reduction Percentage
After ***, but on or before ***
10%
After ***, but before ***
25%
B.
Bonus Plan Performance Goals
Performance Goals
Gross Proceeds
Special Bonus Incentive
Minimum Performance Goal
$***
$600,000
Target/Maximum Performance Goal
$***
$1,500,000
C.
Definitions:
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