exhibit1031.htm


    Exhibit (10.31)

    


    Administrative
Guide

     For September
28, 2009 Restricted Stock Unit (RSU) Grant under the

    2005
Omnibus Long-Term Compensation Plan

    (For
Executive Council and Operations Council Members)

    


    


    
      	
              ARTICLE
      1.

            	
              PURPOSE

            


    

     

    
      	
              1.1

            	
              Background

            


    

     

    Under
Article 10 (Restricted Stock Awards) of the 2005 Omnibus Long-Term Compensation
Plan (the “Plan”), the Executive Compensation and Development Compensation
Committee of Kodak’s Board of Directors (the “Committee”) may, among other
things, award Restricted Stock Unit Awards to those Participants as the
Committee in its discretion may determine, subject to such terms, conditions and
restrictions as it deems appropriate.

     

    
      	
              1.2

            	
              Purpose

            


    

     

    The
purpose of this Administrative Guide is to evidence the Committee’s September
28, 2009 grant of Restricted Stock Unit Awards under Article 10 of the
Plan.

     

    1.3           Administration

     

    This
Administrative Guide will be administered by the Committee.  The
Committee is authorized to issue this Administrative Guide and to make changes
in this Administrative Guide as it from time to time deems proper. The Committee
is authorized to interpret and construe this Administrative Guide, to prescribe,
amend, and rescind rules and regulations relating to it, and to make all other
determinations necessary, appropriate or advisable for the administration of
it.  If there are any inconsistencies between the terms of this
Administrative Guide and the terms of the Plan, the terms of the Plan will
control.  Any determination by the Committee in carrying out,
administering or construing this Administrative Guide will be final and binding
for all purposes and upon all interested persons and their heirs, successors and
personal representatives.  Notwithstanding any provision herein to the
contrary, the Committee shall not make any change to this Administrative Guide
that would cause the Restricted Stock Unit Awards granted hereunder to violate
the requirements of Section 409A.  Notwithstanding any provision
herein to the contrary, the Company's Chief Human Resources Officer is
authorized to round fractional shares arising in any way under this
Administrative Guide either up or down with respect to any or all Participants,
for ease of administration or any other reasonable purpose.

     

    
      	
              ARTICLE
      2.

            	
              DEFINITIONS

            


    

     

    All
capitalized terms used in this Administrative Guide, other than those set forth
in this Article 2 or defined within another Article of this Administrative
Guide, will have the same meaning for purposes of this document as that ascribed
under the terms of the Plan.

     

    2.1           Approved
Reason

     

    “Approved
Reason” means, with regard to all Participants other than a Participant who is
subject to Section 16 of the Exchange Act or a Covered Employee, a reason for
terminating employment which, in the opinion of the Chief Executive Officer, is
in the best interests of the Company.  With regard to a Participant
who is subject to Section 16 of the Exchange Act or who is a Covered Employee,
“Approved Reason” means a reason for terminating employment which, in the
opinion of the Committee, is in the best interests of the Company.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.2           Award
Payment Date

     

    “Award
Payment Date” is the date payment of an Award in the form of shares of Common
Stock is paid to the Participant pursuant to Article 9.

    


    
      	
              2.3    Grant
      Date

            


    

     

    “Grant
Date” shall mean the date that Restricted Stock Units are awarded to
Participants.

     

    2.4           
Joint Venture

     

    “Joint
Venture” means a corporation or other business entity in which the Company has
an ownership interest of fifty percent (50%) or more.

     

    
      	
              2.5

            	
              Participant
      Account

            


    

     

    “Participant
Account” means the account established by the Company for each Participant who
is granted an Award under this Administrative Guide to record and account for
the Units granted to him or her, until such time as the balance in the
Participant Account is paid, canceled, forfeited or terminated as the case may
be.

     

    
      	
              2.6

            	
              Section
      409A

            


    

     

    “Section
409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations promulgated and other official guidance issued
thereunder.

     

    2.7           Unit

     

    “Unit”
means a bookkeeping entry used by the Company to record and account for the
Award granted to a Participant until such time as the balance in the Participant
Account is paid, canceled, forfeited, or terminated, as the case may
be.  Units are expressed in terms of one Unit being the equivalent of
one share of Common Stock.

     

    2.8           Vesting
Date

     

    “Vesting
Date” shall mean the date on which the restrictions on a Unit will lapse, which,
unless the Unit is forfeited sooner, shall be upon the expiration of the Unit’s
Restriction Period.

     

    ARTICLE
3.                           FORM
AND TERMS OF AWARDS

     

    
      	
              3.1

            	
              Form
      of Award

            


    

     

    Except as
noted below, all of the Awards granted under this Administrative Guide will be
in the form of Restricted Stock Unit Awards.  Each Award granted under
this Administrative Guide will be expressed as a fixed number of Units that will
be equivalent to an equal number of shares of Common Stock.  Article 6
establishes the restriction that will apply to the Awards.

     

    In those
countries where: (i) the grant of Restricted Stock Unit Awards is illegal; (ii)
compliance with applicable legal or regulatory requirements is significantly
onerous; or (iii) the tax consequences of the Restricted Stock Unit Award to
either the Participant or the Company are more onerous than those that would
apply were the Award to be granted to a U.S. citizen residing in the United
States, the Chief Executive Officer may, in the exercise of his sole discretion,
either grant Awards in alternative form or forms or modify an Award to include
additional or different terms or conditions; provided, however, that any
modified or alternative form of Award shall either be exempt from or comply with
Section 409A.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    3.2.  
Terms of
Awards

     

    Any Award
issued under this Administrative Guide will be subject to the terms, conditions,
restrictions, and limitations contained in this Administrative Guide and the
Plan.

     

    
      	
              ARTICLE
      4.

            	
              PARTICIPANT
      ACCOUNT

            


    

     

    
      	
              4.1    In
      General

            


    

     

    The
Company will establish a Participant Account for each Participant who is granted
an Award under this Administrative Guide.  The maintenance of
individual Participant Accounts is for bookkeeping purposes only; the Units
recorded in the account are not actual shares of Common Stock.  The
Company will not reserve or otherwise set aside any Common Stock for or to any
Participant Account.  A Participant will not have the right to
exercise any of the rights or privileges of a shareholder with respect to the
Units credited to his or her Participant Account.

     

    
      	
              4.2

            	
              Procedure
      for Crediting Awards

            


    

     

    Effective
as of the Grant Date, Kodak will credit to each Participant’s Participant
Account the number of Units granted to the Participant under this Administrative
Guide.

     

    
      	
              ARTICLE
      5.

            	
              PARTICIPATION

            


    

     

    
      	
              5.1.

            	
              Participants

            


    

     

    The
Committee determines the total number of Units to be granted to Participants
under this Administrative Guide.  The Committee also determines the
specific number of Units granted under this Administrative Guide with regard to
all Participants who are Section 16 Officers of Kodak.  The Chief
Executive Officer determines the specific number of Units granted under this
Administrative Guide to all other Participants, which include executives who, as
of the Grant Date, are either employed by Kodak in wage grades 48 or higher or
are selected senior-level executives employed by a Subsidiary.  A
schedule of such Participants is maintained by Kodak’s Global Compensation
Organization.

     

    Subject
to applicable local laws, regulations and processes, in order to be eligible for
and to receive an Award, all eligible Participants must have signed an Executive
Employee’s Agreement in a form acceptable to the Chief Human Resources Officer
and Senior Vice President, Eastman Kodak Company.  Any participant who
fails to sign such an Executive Employee’s Agreement will forfeit his or her
Individual Award.

    


     

    5.2           New
Participants

     

    No person
may become eligible to receive Awards under this Administrative Guide after the
Grant Date, whether as a result of a job change or otherwise.

     

    
      	
              ARTICLE
      6.

            	
              RESTRICTIONS

            


    

     

    6.1           Restriction
Period

    


    The Award
will be subject to two “Restriction Periods.”  The Restriction Period
for fifty percent (50%) of a Participant’s Award will begin on the Grant Date
and lapse on the third anniversary of the Grant Date.   The
Restriction Period for the remaining fifty percent (50%) of the Participant’s
Award will begin on the Grant Date and lapse on the fourth anniversary of the
Grant Date.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    6.2    Restriction
Requirements

     

    A
Participant must remain continuously employed by the Company throughout the
Restriction Period in order to receive his or her Units that are subject to that
Restriction Period. Thus, except as set forth in Article 8, if the Participant’s
employment terminates for any reason, whether voluntarily or involuntarily,
during the Restriction Period, the Participant will immediately forfeit all of
the Units subject to that Restriction Period.

     

    6.3           Lapse
of Restrictions

     

    The
restrictions on a Unit will, unless the Unit is forfeited sooner and except as
otherwise provided by Article 8, lapse upon the expiration of the Unit’s
Restriction Period.

     

    
      	
              ARTICLE
      7.

            	
              DIVIDEND
      EQUIVALENTS, STOCK DIVIDENDS AND ADJUSTMENT TO
  UNITS

            


    

     

    No
Dividend Equivalents, Stock Dividends, or Adjustments to Units will be applied
to this Award.

     

    ARTICLE
8.                           
 SEPARATION FROM SERVICE

     

    
      	
              8.1

            	
              Prior
      to the First Anniversary of Grant
Date

            


    

     

    If the
last date of employment is prior to the first anniversary of the Grant Date, and
a Participant terminates employment for any reason, whether voluntarily or
involuntarily, the Participant is no longer eligible for an Award and,
consequently, will immediately forfeit any and all rights to receive an
Award.

     

    
      	
              8.2    
            On or After the First Anniversary of
      Grant Date but On or Prior to the Second Anniversary of the Grant
      Date

            


    

     

    
      	
              If
      the last date of employment is on or after the first anniversary of the
      Grant Date but on or prior to the second anniversary of the Grant Date,
      and a Participant terminates employment due to death, Disability,
      separation due to an Approved Reason, divestiture to a Joint Venture, or
      divestiture to an unrelated third party, the Participant shall be eligible
      to receive a prorated Award equal to fifty percent (50%) of the first
      portion of the Award (i.e., the portion of the Award that vests on the
      third anniversary of the Grant Date).  The restrictions on the
      prorated Award will remain until the third anniversary of the Grant Date,
      and the prorated Award will be paid pursuant to Article 9.  The
      Participant will forfeit fifty percent (50%) of the first unvested portion
      and the entire second unvested portion of the
  Award.

            


    

     

    
      	
              8.3    After
      the Second Anniversary but On or Prior to the Third Anniversary of Grant
      Date

            


    

     

    
      	
              If
      the last date of employment is after the second anniversary but on or
      prior to the third anniversary of the Grant Date, and a Participant
      terminates employment due to death, Disability, separation due to an
      Approved Reason, divestiture to a Joint Venture, or divestiture to an
      unrelated third party, the Participant shall be eligible to receive the
      first unvested portion of the Award. The restrictions on the Award will
      remain until the third anniversary of the Grant Date, and the Award will
      be paid pursuant to Article 9.  The Participant will forfeit the
      second unvested portion of the
Award.

            


    

     

    
      	
              8.4  

            	
                         After the Third Anniversary but
      On or Prior to the Fourth Anniversary of Grant
  Date

            


    

     

    If the
last date of employment is after the third anniversary but on or prior to the
fourth anniversary of the Grant Date, and a Participant terminates employment
due to death, Disability, separation due to an Approved Reason, divestiture to a
Joint Venture, or divestiture to an unrelated third party, the Participant shall
be eligible to receive the entire second unvested portion of the
Award.

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    The
restrictions on the Award will remain until the fourth anniversary of the Grant
Date, and the Award will be paid pursuant to Article 9.

     

    8.5           Separation
from Service due to Retirement

     

    Separation
from Service due to Retirement is not treated as an “Approved
Reason”.  If the Participant’s employment terminates due to Retirement
during any of the Restriction Periods, the Participant will immediately forfeit
all of the unvested Units.

     

    
      	
              ARTICLE
      9.

            	
              ISSUANCE
      OF SHARES OF COMMON STOCK

            


    

     

    When the
restrictions on a Participant’s Units lapse upon expiration of the Restriction
Periods, Kodak will subtract from the Participant's Participant Account the
number of Units that are withheld for taxes under Article 10
below.  Thereafter, with respect to the remaining Units, as soon as
administratively practicable, but in no event later than the December 31st of
the year in which the Restriction Period ends, Kodak will (i) instruct its stock
transfer agent to reflect, in an account for the benefit of the Participant on
the books of the stock transfer agent, that number of shares of Common Stock
equal in number to the amount of such Units; and (ii) deduct such number of
Units from the Participant’s Participant Account.  Upon the
Participant’s request, the transfer agent will deliver to the Participant a
stock certificate for the remaining number of shares held in the Participant’s
account by the stock transfer agent.

     

    ARTICLE
10.                           WITHHOLDING

     

    You are
primarily responsible for paying your share of taxes on the Award. 
Where the Company has a tax withholding obligation, witholding for taxes will be
satisfied by using one or more of the following methods: (1)
withholding from your wages or other cash compensation paid to you by the
Company and/or the Employer; or (2) withholding from proceeds of the sale of
shares of Common Stock acquired upon vesting/settlement of the Award either
through a voluntary sale or through a mandatory sale arranged by the Company (on
your behalf pursuant to this authorization); or (3) withholding in shares of
Common Stock to be issued upon vesting/settlement of the Award.  The
Common Stock which is so withheld will be valued at its Fair Market Value on the
date of the lapse of the restrictions on the Units. Further, if the withholding
obligation is satisfied by withholding in shares of Common Stock, you
will be deemed to have been issued the full number of shares of Common Stock
subject to the vested Award, notwithstanding that a number of the shares of
Common Stock are held back solely for the purpose of paying the Tax-Related
Items due as a result of any aspect of your participation in the Plan. To avoid
negative accounting treatment, the Company may withhold on the basis
of  the applicable minimum statutory withholding amounts or other
applicable withholding rates.

    


    You shall
pay to the Company or the Employer the amount of any tax that the Company or the
Employer may be required to withhold or account for as a result of your
participation in the Plan that cannot be satisfied by the means previously
described.  The Company may refuse to issue or deliver the shares or
the proceeds of the sale of shares of Common Stock if you fail to comply with
your obligations in connection with taxable amounts.

    


     

    ARTICLE
11.                           MISCELLANEOUS

     

    
      	
              11.1

            	
              Compliance
      with Laws

            


    

     

    The
obligations of Kodak pursuant hereto are subject to compliance with all
applicable governmental laws, regulations, rules and administrative actions,
including, but not limited to, the Securities Act of 1933, as amended, and the
Exchange Act, and all rules promulgated thereunder.

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    11.2           Amendment

     

    The
Committee, or any person to whom the Committee has delegated the requisite
authority, may, at any time and from time to time, amend this Administrative
Guide in any manner.  Notwithstanding the foregoing, neither the
Committee, nor any person to whom the Committee has delegated the requisite
authority, shall amend this Administrative Guide in a manner that would cause
the Restricted Stock Unit Awards granted thereunder to violate the requirements
of Section 409A.

     

    11.3           Participant’s
Rights Unsecured

     

    The
amounts payable under this Administrative Guide shall be unfunded, and the right
of any Participant or his or her estate to receive payment under this
Administrative Guide shall be an unsecured claim against the general assets of
the Company.  No Participant shall have the right to exercise any of
the rights or privileges of a shareholder with respect to the Units credited to
his or her Participant Account.

     

    11.4           No
Guarantee of Tax Consequences

     

    No person
connected with this Administrative Guide in any capacity, including, but not
limited to, Kodak, its Subsidiaries and their respective directors, officers,
agents and employees, makes any representation, commitment or guarantee that any
tax treatment, including, but not limited to, federal, state and local income,
estate and gift tax treatment, will be applicable with respect to the Awards or
that such tax treatment will apply to or be available to a Participant on
account of participation in this Administrative Guide.

     

    11.5           Section
409A Compliance

     

    The
Awards described in this Administrative Guide are intended to comply with the
requirements of Section 409A, and this Administrative Guide shall be interpreted
and administered consistent with such intention, and in accordance with the
Eastman Kodak Company Policy Regarding Section 409A Compliance.

     

    11.6           Headings

     

    The
headings of the Sections of this Administrative Guide have been prepared for
convenience and reference only and will not control, affect the meaning, or be
taken as the interpretation of any provision of this Administrative
Guide.

     

    11.7           Applicable
Law

     

    This
Administrative Guide will be governed and construed in accordance with the laws
of the State of New York, except as superseded by applicable federal law,
without giving effect to its conflicts of law provisions.

     

    11.8           Impact
on Benefits

     

    The
Awards (either at the date of their grant or at the time they vest) will not be
includible as compensation or earnings for purposes of any benefit or
compensation plan offered by the Company.

     

    
      	
              11.9

            	
              Transferability

            


    

     

    The
Awards will not in any manner be subject to alienation, anticipation, sale,
transfer, assignment, pledge or encumbrance.

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    11.10           
No Right to Continued Employment

     

    A
Participant’s receipt of an Award under this Administrative Guide does not give
the Participant any right to remain in the employ of Kodak or any
Subsidiary.  Kodak or, in the case of employment with a Subsidiary,
the Subsidiary, reserves the right to terminate any employee at any
time.

     

    
      	
              12.

            	
              Effect
      of Administrative Guide

            


    

     

    This
Administrative Guide, including its reference to the Plan and the Award
notification letter, constitutes the entire understanding between the Company
and the Participant concerning the Award and supersedes any prior notices,
letters, statements or other documents issued by the Company relating to the
Award and all prior agreements and understandings between the Company and the
Participant, whether written or oral, concerning the Award.

     

    
      	
              13.

            	
              Award
      Notification Letter

            


    

     

    Each
Award granted under this Administrative Guide will be evidenced by an Award
notification letter issued by Kodak.  To the extent there are any
inconsistencies between the terms of any such Award notification letter and this
Administrative Guide, the terms of this Administrative Guide will control
unless, however, such inconsistency is attributable to a term or condition
contemplated pursuant to Section 5.2 of the Plan.

     

    *           *           *           *           *


    
      
         


      

      
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