Kodak 2011 Annual Report Download - page 561

Miscellaneous
You agree and acknowledge that this letter agreement contains the entire understanding between Kodak and yourself with respect to this Bonus Plan and
supersedes all previous written or oral negotiations, commitments, and agreements with respect to such subject matter.
You are expected to devote your best efforts and all of your business time to the affairs of Kodak. You may, however, engage in any charitable, civic and
community activities, provided, however, such activity(ies) does (do) not materially interfere with your duties and responsibilities.
Please also keep in mind that, regardless of any provision contained in this letter to the contrary, your employment at Kodak is "at will". That is, you will
be free to terminate your employment at any time, for any reason, and Kodak is free to do the same.
You agree to keep the existence of this letter confidential except that you may review it with your financial advisor, attorney or spouse/partner and with me
or my designee.
If any portion of this letter is deemed to be void or unenforceable by a court of competent jurisdiction, the remaining portions will remain in full force and
effect to the maximum extent allowed by law. The parties intend and desire that each portion of this letter be given the maximum possible effect by law.
To extent that the terms of this Agreement relate to a compensation or benefit plan, such terms are subject to the provisions of the applicable governing
documents (such as plan documents, administrative guides and award notices), which are subject to change.
The arrangements described in this letter are intended to comply with Section 409A of the Internal Revenue Code to the extent such arrangements are
subject to that law, and this letter shall be interpreted and administered in accordance with such intention. The parties agree that they will negotiate in good
faith regarding amendments necessary to bring the arrangements into compliance with the terms of that Section or an exemption therefrom as interpreted by
guidance issued by the Internal Revenue Service; provided, however, that Kodak may unilaterally amend this Agreement for purposes of compliance if, in
it's sole discretion, Kodak determines that such amendment would not have a material adverse effect with respect to your rights under the Agreement. The
parties further agree that to the extent an arrangement described in this letter fails to qualify for exemption from or satisfy the requirements of Section
409A, the affected arrangement may be operated in compliance with Section 409A pending amendment to the extent authorized by the Internal Revenue
Service. In such circumstances Kodak will administer the letter in a manner which adheres as closely as reasonably possible to the existing terms and intent
of the letter while complying with Section 409A. This paragraph does not restrict Kodak's rights (including, without limitation, the right to amend or
terminate) with respect to arrangements described in this letter to the extent such rights are reserved under the terms of such arrangements.
This letter, and its interpretation and application, will be governed and controlled by the laws of the State of New York without giving effect to principles of
conflicts of laws.
* * * * *
Please indicate your acceptance of the terms and conditions of this letter agreement by signing your name on the signature line provided and return the
signed original of this letter directly to my attention, no later than November 3, 2011.
Please feel free to contact me if you have any questions.
Sincerely,
/s/ Robert L. Berman
Robert L. Berman
Attachments
Virginia M. Meredith
Patrick Sheller
cc:
Antonio M. Perez