Kodak 2011 Annual Report Download - page 559

If prior to the closing of the transactions and certification by the Committee of an earned award, and prior to the end of the Performance
Period, Kodak terminates your employment on account of your death or “Disability,” as defined below, you will receive a pro-
rated
award. The amount of the pro-
rated award will be determined by multiplying the award you would have otherwise earned based on the
achievement of the performance goals had you remained employed for the entire Performance Period by a fraction, the numerator of which
is the number of days you were employed by Kodak during the Performance Period and the denominator of which is the total number of
days in the Performance Period.
Any award under the Bonus Plan will be administered by the Chief Human Resource Officer or comparable position (the “Administrator”
)
as delegated by the Committee in accordance with the terms of this letter agreement. The Administrator will present the Bonus Plan results
at the next regularly scheduled Committee meeting that follows the completion of the target or minimum performance goals as defined in
Appendix A, or as soon thereafter as is administratively practicable. The Committee will determine whether you have achieved the
performance goals and, if so, the amount of payment of the award that will be provided to you. The Administrator, will have complete and
exclusive responsibility to control, operate, manage and administer the Bonus Plan in accordance with its terms and all the authority that
may be necessary or helpful to enable him/her to discharge his/her responsibilities with respect to the Bonus Plan. Without limiting the
generality of the preceding sentence, the Administrator will have the exclusive right to: interpret the Bonus Plan, correct any default, supply
any omission, reconcile any inconsistency, and decide all questions arising in the administration, interpretation and application of the Bonus
Plan. The Administrator will have full discretionary authority in all matters related to the discharge of his/her responsibilities and the
exercise of his/her authority under the Bonus Plan. The Committee will have approval of the construction of the terms of the Bonus Plan
and the determination of eligibility for awards under the Bonus Plan. It is the intent of both parties under the Bonus Plan, that the decisions
of the Administrator and his/her action with respect to the Bonus Plan will be final and binding upon all persons having or claiming to have
any right or interested under the plan and that no such decision or actions shall be modified upon judicial review unless such decision or
actions is proven to be arbitrary or capricious.
Payment of any award earned by you under the Bonus Plan will be made in Cash. The Cash payment will be made,
as soon as practicable
following the approval by the Committee based on the financial results necessary to calculate the award and the completion of all
transactions under Project Komodo as described in Appendix A.
Kodak will withhold from the bonus payment all income, payroll, and
employment taxes required by applicable law or regulation to be withheld.
The awards paid under the Bonus Plan will not be “benefits bearing.”
In other words, the amount will not be taken into account, or
considered for any reason, for purposes of determining any company provided benefits or compensation to which you become eligible,
including, by way of illustration and not by way of limitation, any pension or other retirement benefit.
F.
Termination on Account of Death or Disability
G.
Administration
H.
Payment
I.
Benefits Bearing
J. Cause
For purposes of this letter,
“
Cause
”
will mean:
i.
your continued failure, for a period of at least 30 calendar days following a written warning, to perform your duties in a manner
deemed satisfactory by your supervisor, in the exercise of his/her sole discretion; or
ii.
your failure to follow a lawful written directive of the Chief Executive Officer or your supervisor; or
iii.
your willful violation of any material rule, regulation, or policy that may be established from time to time for the conduct of
Kodak's business; or
iv.
your unlawful possession, use or sale of narcotics or other controlled substances, or, performing job duties while illegally used
controlled substances are present in your system; or
v.
any act of omission or commission by you in the scope of your employment (a) which results in the assessment of a civil or
criminal penalty against you or Kodak, or (b) which in the reasonable judgment of your supervisor could result in a material
violation of any foreign or U.S. federal, state or local law or regulation having the force of law; or
vi.
your conviction of or plea of guilty or no contest to any crime involving moral turpitude; or
vii.
any misrepresentation of a material fact to, or concealment of a material fact from, your supervisor or any other person in Kodak to
whom you have a reporting relationship in any capacity; or
viii.
your breach of Kodak's Business Conduct Guide or the Eastman Kodak Company Executive Employee's Agreement.
K.
Disability
For purposes of this letter, the term "Disability” means disability under the terms of the Kodak Long-Term