Kodak 2009 Annual Report Download - page 251

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2.17 Exchange Act or Act
“Exchange Act” or “Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and
successor provisions and rules thereto.
2.18 Executive
“Executive” means an employee who has signed an Eastman Kodak Company Executive Employee’s Agreement or a valid employee
agreement of a Subsidiary, and is a salaried employee of the Company at the executive level in wage grade 48 or above, or the equivalent
thereof.
2.19 Kodak
“Kodak” means Eastman Kodak Company.
2.20 Negative Discretion
“Negative Discretion” means the discretion granted to the Committee pursuant to Section 7.2(c) to reduce or eliminate the portion of the
Award Pool allocated to a Covered Employee.
2.21 Participant
“Participant,” means for a Performance Period, an Executive who is designated to participate in the Plan for the Performance Period
pursuant to Article 3.
2.22 Performance Criteria
“Performance Criteria” means one or more of the following for the Company on a consolidated basis and/or for any subsidiary, division,
strategic product group, segment, business unit and/or one or more product lines: return on assets; return on net assets; return on equity;
return on shareholder equity; return on invested capital; return on capital; total shareholder return; share price; improvement in and/or
attainment of expense levels; improvement in and/or attainment of cost levels, selling, general and administrative expense (“SG&A”);
SG&A as a percent of revenue; costs as a percent of revenue; productivity objectives; unit manufacturing costs; gross profit margin;
operating margin; cash margin; earnings per share; earnings from operations; segment earnings from operations; earnings; earnings
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.
2.23 Performance Formula
“Performance Formula” means, for a Performance Period, the one or more objective formulas applied against the Performance Goals to
determine the Award Pool for the Performance Period. The Performance Formula for a Performance Period shall be established in writing
by the Committee within the first 90 days of the Performance Period (or, if later, within the maximum period allowed pursuant to Section
162(m) of the Code).
2.24 Performance Goals
“Performance Goals” means, for a Performance Period, the one or more goals for the Performance Period established by the Committee in
writing within the first 90 days of the Performance Period (or, if longer, within the maximum period allowed pursuant to Section 162(m) of
the Code) based upon the Performance Criteria. The Committee is authorized at any time during the first 90 days of a Performance Period,
or at any time thereafter in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance
Period 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. However, to the extent the exercise of such authority after the first 90 days of a Performance Period would cause the
Awards granted to the Covered Employees for the Performance Period to fail to qualify as “Performance-Based Compensation” under
Section 162(m) of the Code, then such authority shall only be exercised with respect to those Participants who are not Covered
Employees.
2.25 Performance Period
“Performance Period” means Kodak’s fiscal year.
2.26 Plan
“Plan” means the Executive Compensation for Excellence and Leadership plan.