September 28, 2009 Mr. Antonio M. Perez Chairman and Chief Executive Officer Eastman Kodak Company
September
28, 2009
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Chairman
and Chief Executive Officer
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Kodak Company
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▇▇▇▇▇▇▇▇▇,
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Re: Amendment
to Employment Agreement
Dear
Antonio:
This
letter serves as an amendment to your letter agreement with ▇▇▇▇▇▇▇ Kodak
Company (“Kodak”) dated March 3, 2003, as amended by letter agreements dated
February 27, 2007, December 9, 2008 and April 29, 2009 (“Letter
Agreement”). This letter also amends certain terms in the letter to
you from the Company dated May 10, 2005, concerning your election as Chairman
and Chief Executive Officer (the “Position Letter”). Any defined term
used in this letter, unless otherwise defined herein, will have the same meaning
that is ascribed to it under the Letter Agreement or the Position Letter as
applicable. This letter supersedes the Letter Agreement and the
Position Letter to the extent inconsistent therewith.
Amendments to Letter
Agreement
Your
Letter Agreement is revised as follows:
Sections
9 and 10
Sections
9 and 10 of your Letter Agreement are deleted and replaced with the
following:
Corporate Officer Equity
Program
You will
be eligible to participate in the annual equity program for corporate officers
under the ▇▇▇▇▇▇▇ Kodak Company Omnibus Plan (the “Omnibus
Plan”). Awards under the Omnibus Plan may take the form of Stock
Options, Leadership Stock Units(Performance Shares), Restricted Stock Units,
and/or other forms of equity as provided under the Omnibus Plan. On
an annual basis, the Executive Compensation and Development Committee (the
“Committee”) will make the final determination of the amount and form of the
award to be granted to you. The specific terms, conditions and
restrictions on any such award will be governed by the Omnibus Plan and
accompanying Administrative Guides and Award Notices.
Sections
13A and 13C
The first
paragraph of Section 13A of your Letter Agreement is revised to add the terms
set forth below in bold type, to state in full as follows:
In General. After
you have completed at least 3 years of service, you will be eligible for the
supplemental enhanced pension benefit described in this Section 13 in lieu of,
and not in addition to, the enhanced pension benefit described in Section
12. Assuming you satisfy the conditions of Section 13(B) below and
subject to the offset provisions contained in Section 13(D) below, Kodak will
provide you, a retirement income benefit based on the following assumptions: (1)
that you were eligible to participate in the Retirement Plan by virtue of being
employed by Kodak after December 31, 1995, but prior to March 1, 1999; and (2)
that you have completed 25 years of service through November 30, 2010 plus
service for each full or partial month of employment beginning on December 1,
2010; provided, however, that expressed in the form of a single life
annuity, the amount of the supplemental enhanced pension benefit will be at
least $21,000 per month. Expressed in the form of a single life
annuity and based on your initial base salary and target EXCEL bonus and
assuming a 5% increase in base salary, this supplemental enhanced pension
benefit would provide you a retirement income benefit of approximately $84,000
per month.
▇▇▇▇▇▇▇ Kodak Company • ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ • ▇▇▇▇▇▇▇▇▇,
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The first
sentence of Section 13C is revised to state as follows:
Notwithstanding
Section 13(B) above, if Kodak terminates your employment before November 8, 2010
without Cause, or if your employment terminates before November 8, 2010 due to
death, Disability or Good Reason, you will receive a pro rata portion of the
supplemental enhanced pension benefit described in Section 13(A)
above.
Sections
14D and 14E
Paragraph
III of Section 14D and 14E of your Letter Agreement is revised as
follows:
III. a
pro-rata award under EXCEL for the year in which your termination occurs, if
earned, as certified and determined by the Committee, payable in a single
installment on the normal payment date for awards earned for the
year. The pro-rata award will be calculated by multiplying the amount
of the earned award by a fraction, the numerator of which will be the number of
full months you are employed by the Company during the performance period and
the denominator of which shall be 12. For purposes of this calculation, a
partial month of employment will: (1) be treated as a full month of employment
to the extent you are employed for 15 or more days of such month; and (2) not be
taken into consideration to the extent you are employed for less than 15 days of
such month.
Executive
Protection Plan
As part
of your Letter Agreement, it is agreed that you waive any and all rights to
receive benefits associated with the following terms in Section 2.16 of the
▇▇▇▇▇▇▇ Kodak Company Executive Protection Plan:
“(c) a
voluntary termination of employment by the Chief Executive Officer for any
reason (or no reason at all) during the 30-day period commencing 23 months after
the date of a Change in Control.”
In
addition, as part of your Letter Agreement, it is agreed that you waive any and
all rights to receive the Gross-Up Payment as defined and described in Exhibit D
of the Executive Protection Plan.
In the
event of any conflict between the terms of the Executive Protection Plan and
your Letter Agreement as amended hereby, your Letter Agreement (as amended
hereby) shall govern.
Amendments to Position
Letter
The terms
in your Position Letter pertaining to “Target Leadership Stock Allocation” and
“Target Stock Option Allocation under Officer Stock Option Program” are deleted
and replaced with the terms above with regard to Sections 9 and 10 of your
Letter Agreement. For the sake of clarity, these terms
are:
Corporate Officer Equity
Program
You will
be eligible to participate in the annual equity program for corporate officers
under the ▇▇▇▇▇▇▇ Kodak Company Omnibus Plan (the “Omnibus
Plan”). Awards under the Omnibus Plan may take the form of Stock
Options, Leadership Stock Units(Performance Shares), Restricted Stock Units,
and/or other forms of equity as provided under the Omnibus Plan. On
an annual basis, the Executive Compensation and Development Committee (the
“Committee”) will make the final determination of the amount and form of the
award to be granted to you. The specific terms, conditions and
restrictions on any such award will be governed by the Omnibus Plan and
accompanying Administrative Guides and Award Notices.
2
Compensation
Elements
In
connection with the amendments to your Letter Agreement and the Position Letter,
you shall receive the following:
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1.
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Stock Option
Grant
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Effective
October 14, 2009, you shall receive a grant of 500,000 stock options under the
terms of the Omnibus Plan and its associated relevant Administrative
Guide/Notice of Award that will accompany the grant.
2. Performance Stock
Units
You will
be eligible for grants of performance stock units on January 4, 2010 and January
3, 2011, under the terms of the Omnibus Plan and its associated Administrative
Guides/Notice of Awards that accompanies the grants. Each grant shall
have a value of $1,230,000. Each grant shall have a performance
period of one year and each shall vest in full on December 31,
2013. The performance goals associated with each grant shall be
established by the Committee within the first ninety (90) days of each
performance period.
Remaining Terms of Letter
Agreement and Position Letter
All of
the remaining terms of the Letter Agreement and of the Position Letter, to the
extent that they are not inconsistent with this letter amendment, will remain in
full force and effect, without amendment or modification.
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Your
signature below means that:
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1.
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You
have had ample opportunity to discuss the terms and conditions of this
letter agreement with an attorney and/or financial advisor of your choice
and, as a result, fully understand its terms and conditions;
and
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2.
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You
accept the terms and conditions set forth in this letter agreement;
and
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3.
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This
letter agreement supersedes and replaces any and all agreements or
understandings, whether written or oral, that you may have had with the
Company concerning the matters discussed
herein.
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If you
find the foregoing acceptable, please sign your name on the signature line
provided below. Once this letter agreement is executed, please return
it directly to my attention.
Thank you
for your continued leadership and commitment to Kodak.
Very truly yours,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
I accept
the terms and conditions of this letter agreement.
Signed: /s/
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Dated:
9/28/2009
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