Kodak 2007 Annual Report Download - page 178

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Frank S. Sklarsky
The Company employed Mr. Sklarsky as Chief Financial Officer under a letter agreement dated September 19, 2006. In addition to the
compensation described elsewhere in this Proxy Statement, his letter agreement provides that Mr. Sklarsky is eligible to receive a base
salary of $600,000 and a target award under the EXCEL plan of 75% of his base salary. The letter agreement was amended by a letter
agreement dated September 26, 2006 to provide that Mr. Sklarsky was eligible to receive a cash award equal to $75,000, less any amount
actually received under the EXCEL plan for the 2006 performance period. Mr. Sklarsky is eligible to participate in all incentive
compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided to other
senior executives of the Company.
In addition, Mr. Sklarsky’s letter agreements provide that he is eligible to receive a supplemental retirement benefit, which is described
under the Pension Benefits Table on page 65 of this Proxy Statement.
The term of Mr. Sklarsky’s employment is indefinite but, according to his September 19, 2006 letter agreement, he will be eligible to
receive certain severance benefits in connection with termination of his employment under various circumstances. For information
regarding his potential severance payments and benefits, please read the narrative descriptions and tables beginning on page 68 of this
Proxy Statement.
Philip J. Faraci
The Company employed Mr. Faraci under a letter agreement dated November 3, 2004. In addition to the information provided elsewhere in
this Proxy Statement, Mr. Faraci initially received a base salary of $520,000 and a target award under the EXCEL plan of 62% of his base
salary. Mr. Faraci is eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation
plans, policies and arrangements that are provided to other senior executives of the Company. Mr. Faraci’s letter agreement also provides
him with a supplemental retirement benefit, as described on page 65 of this Proxy Statement.
Mr. Faraci’s letter agreement was amended by a letter agreement dated February 28, 2007 to provide for lump-sum payment of his
supplemental retirement benefits. The terms of the February 28, 2007 agreement provide that if Mr. Faraci was terminated before June 1,
2007, he would have received his supplemental retirement benefit in a monthly annuity, with payments beginning the first month following
the six-month anniversary of Mr. Faraci’s termination and continuing until the end of 2007, with the remainder paid in a lump sum on or
after January 1, 2008. However, if Mr. Faraci is terminated after January 1, 2008, he will receive his supplemental retirement benefit in a
lump sum following the six-month anniversary of his termination.
In connection with his promotion to co-lead the Chief Operating Office with Mr. Langley in March 2007, Mr. Faraci’s base salary was
increased from $520,000 to $600,000 and his target EXCEL from 62% to 75% of his base salary. In September 2007, Mr. Faraci was
promoted to President and Chief Operating Officer and his base salary was increased to $700,000 and his target award under the EXCEL
plan was increased to 85% of his base salary.
The term of Mr. Faraci’s employment is indefinite but, according to his November 3, 2004 letter agreement, he will be eligible for certain
severance benefits in connection with termination of his employment under various circumstances. For information regarding his potential
severance payments and benefits in connection with termination of his employment under various circumstances, please read the narrative
descriptions and tables beginning on page 68 of this Proxy Statement.
James T. Langley
The Company employed Mr. Langley under a letter agreement dated August 12, 2003. Under this agreement, Mr. Langley was eligible to
receive a base salary of $475,000 and a target award under the EXCEL plan of 62% of his base salary. The letter agreement also provided
Mr. Langley with a hiring bonus and additional relocation benefits.
To incent achievement of certain pre-established goals in the GCG, Mr. Langley’s letter agreement initially established an individual bonus
plan, which provided for a target aggregate award of $1,000,000 for his performance through 2006. On February 28, 2007, Mr. Langley’s
letter agreement was amended to extend his individual bonus plan through 2007 (which under his August 12, 2003 letter agreement
expired on December 31, 2006) to continue to incentivize and reward achievement of certain pre-established goals in the GCG. This
individual bonus plan was completely performance based with a maximum target and payout amount of $300,000. Our CEO established
the performance goals which are described in further detail under the Grants of Plan-Based Awards in 2007 table. Mr. Langley would
receive the maximum payout of the award if the GCG achieved 100% of the performance goals. If GCG did not achieve the performance
goals, Mr. Langley would receive a portion of the maximum payout for 2007 if the threshold performance goals were met. Mr. Langley
received an award of 70.75% of the maximum award, equal to $212,250, which was paid on March 6, 2008.