Exhibit (10) CC.


NOTICE OF AWARD OF RESTRICTED STOCK


GRANTED TO ANTONIO M. PEREZ


EFFECTIVE JUNE 1, 2005


PURSUANT TO THE


2005 OMNIBUS LONG-TERM COMPENSATION PLAN





	
  
 
  	
  
APPROVED BY:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Action by and on behalf of the
  
	
  
 
  	
  
Executive Compensation and
  
	
  
 
  	
  
Development Committee Effective
  
	
  
 
  	
  
June 1, 2005
  











Award Notice
 Antonio M. Perez
 June 1, 2005
 Page 2


NOTICE OF AWARD OF RESTRICTED STOCK
 GRANTED TO ANTONIO M. PEREZ
 EFFECTIVE JUNE 1, 2005
 PURSUANT TO THE
 2005 OMNIBUS LONG-TERM COMPENSATION PLAN

	
  
1.
  	
  
Background.  Under Article 10 of the 2005 Omnibus   Long-Term Compensation Plan (the “Plan”), the Executive Compensation and   Development Committee (the “Committee”) may, among other things, award   restricted shares of Kodak’s Common Stock to those Employees as the Committee   in its discretion may determine, subject to such terms, conditions and   restrictions as it deems appropriate.    The Committee’s charter permits delegation of its authority to grant   certain awards pursuant to the terms contained therein.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2.
  	
  
Award.  Effective June 1, 2005 (“Grant Date”), the Committee or its   designee granted to ANTONIO M. PEREZ (the “Participant”) an Award of SIXTY   THOUSAND (60,000) restricted shares of Common Stock (“Restricted Shares”).  This Award was granted under the Plan,   subject to the terms and conditions of the Plan and those set forth in this   Notice of Award of Restricted Stock (“Award Notice”).  To the extent there are any   inconsistencies between the terms of the Plan and this Award Notice, the   terms of the Plan will control.
  
	
   
  	
  
 
  	
  
 
  
	
  
3.
  	
  
Terms and Conditions of Restricted Shares.  The following terms and conditions will   apply to the Restricted Shares:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Issuance.  The Restricted Shares awarded to the   Participant will be evidenced by a book entry recorded by Kodak’s transfer   agent in an account established by the transfer agent on behalf of the   Participant.  This book entry will   indicate that the Restricted Shares are restricted under the terms of this   Award Notice.  The Participant will be   a shareowner of all the shares represented by this book entry.  As such, the Participant will have all the   rights of a shareowner with respect to the Restricted Shares, including but   not limited to, the right to vote such shares and to receive all dividends   and other distributions (subject to Section 3(b)) paid with respect to them;   provided, however, that the Restricted Shares will be subject to the   restrictions in Section 3(d).
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
Stock Splits, Dividends, etc. 
If under Section 6.2 of the Plan, entitled “Adjustment to Shares,” the
Participant, as the owner of the Restricted Shares, becomes entitled to new,
additional, or different shares of stock or securities: (i) Kodak’s
transfer agent will adjust its book entry for the Participant to reflect
such new, additional, or different shares of stock or securities; and (ii) such
new, additional, or different shares of stock or securities will be subject to
the restrictions provided for in Section 3(d) below.
 











Award Notice
 Antonio M. Perez
 June 1, 2005
 Page 3

	
  
 
  	
  
(c)
  	
  
Restriction Period.  The Restricted Shares will be subject to   two  “Restriction Periods.”  The Restriction Period for 30,000 of the   Restricted Shares will begin on the Grant Date and terminate, subject to   Section 4 below, on June 1, 2008.  The   Restriction Period on the remaining 30,000 of the Restricted Shares will   begin on the Grant Date and terminate, subject to Section 4 below, on June 1,   2010.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
Restrictions on Restricted Shares.  The restrictions to which the Restricted   Shares are subject are:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
Nonalienation.  During their Restriction Period, the   Restricted Shares may not be sold, exchanged, transferred, assigned, pledged,   hypothecated, or otherwise disposed of except by will or the laws of descent   and distribution.  Any attempt by the   Participant to dispose of a Restricted Share in any such manner will result   in the immediate forfeiture of such Restricted Share and all other Restricted   Shares then held by Kodak’s transfer agent on the Participant’s behalf.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(ii)
  	
  
Continuous Employment.  The Participant must remain continuously   employed by Kodak throughout a Restriction Period in order to receive the   Restricted Shares that are subject to that Restriction Period.  Thus, except as set forth in Section 4   below, if the Participant’s employment terminates for any reason, whether   voluntarily or involuntarily, during a Restriction Period, the Participant   will immediately forfeit all of the Restricted Shares subject to that   Restriction Period.  If the   Participant’s employment terminates during the first Restriction Period, the   Participant will, except as set forth in Section 4 below, forfeit all of the   Restricted Shares subject to either Restriction Period.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
Lapse of Restrictions.  The restrictions set forth in Section 3(d)   above, with respect to a Restricted Share, will, unless the Restricted Share   is forfeited sooner, lapse upon the expiration of such Restricted Share’s   Restriction Period.
  











Award Notice
 Antonio M. Perez
 June 1, 2005
 Page 4

	
  
4.
  	
  
Termination of Employment.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Disability or Approved Reason.  Notwithstanding Section 3 above to the   contrary, if the Participant’s employment is terminated by reason of   Disability or an Approved Reason, the Restricted Shares will not be forfeited   by reason of such termination and the Restriction Period(s) on such   Restricted Shares will terminate as of the date of such termination.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Death.  Notwithstanding Section 3 above to the contrary, if the   Participant’s employment is terminated by reason of death, the Participant’s   estate will receive all of the Restricted Shares then held on the   Participant’s behalf by Kodak’s transfer agent and the Restriction Period(s)   on such Restricted Shares will terminate as of the date of the Participant’s   death.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
5.
  	
  
Issuance of Shares of Common Stock.  Upon the lapse of a Restriction Period,   Kodak will, unless the Restricted Shares are sooner forfeited, promptly   instruct its transfer agent to reflect on its books those Restricted Shares   that are no longer restricted.  The   transfer agent will then subtract from the Participant’s account the number   of shares that are withheld for taxes under Section 6 below.  Upon the Participant’s request, the   transfer agent will deliver to the Participant a stock certificate for the   remaining number of unrestricted shares held in the Participant’s account.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
6.
  	
  
Withholding.  Kodak will pay the taxes required to be   withheld upon the lapse of a Restriction Period by withholding a portion of   the shares of Common Stock otherwise due the Participant as a result of the   lapse of such restrictions.  The   portion of the shares withheld will equal in amount the taxes required to be   withheld.  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 Restricted Shares.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  7.
  	
  
Definitions.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Any defined term used in this Award Notice, other   than that set forth in Section 7(b) below, will have the same meaning for   purposes of this document as that ascribed to it under the terms of the Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The following definitions will apply to this Award   Notice:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
Approved Reason. 
“Approved Reason” means a reason for terminating employment with the
Company which, in the opinion of the Committee with respect to Participants who
are subject to Section 16 of the Exchange Act or who are Covered Employees within the meaning of
Section 162(m) of the Code, and the opinion of the Chief Executive Officer with
respect to all other Participants, is in the best interests of the
Company.
 










Award Notice
 Antonio M. Perez
 June 1, 2005
 Page 5

	
  
 
  	
  
 
  	
  
(ii)
  	
  
Deferred Account.  For purposes of this Award Notice,   “Deferred Account” means the account established by Kodak for the Participant   if he elects to defer all or a portion of his Award under Section 11.  Amounts in the Participant’s Deferred   Account are hypothetically invested in units of Common Stock.  One unit will equate to a single share of   Common Stock.  Thus, the value of one   unit will be the Fair Market Value of a single share of Common Stock.  The maintenance of a Deferred Account is   for bookkeeping purposes only; the units are not actual shares of Common   Stock.  Kodak will not reserve or   otherwise set aside any Common Stock for or to the Deferred Account.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
 
	
  
 
  	
  
 
  	
  
(iii)
  	
  
Interest Rate.  For purposes of this Award Notice,   “Interest Rate” means the base rate, as reported in the “Money Rates” section   of The Wall Street Journal, on corporate loans posted by at least 75%   of the nation’s 30 largest banks (known as the “Prime Rate”).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iv)
  	
  
Valuation Date.  For purposes of this Award Notice,   “Valuation Date” means the last business day of each calendar month.
  
	
  
 
  	
  
 
  
	
  
8.
  	
  
Effect of Award Notice.  This Award Notice, including its reference to the Plan, 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.
  
	
   
  	
  
 
  
	
  
9.
  	
  
Administration.  The Committee will have full and absolute authority and discretion, subject to the provisions of the Plan, to   interpret, construe and implement this Award Notice, to prescribe, amend and   rescind rules and regulations relating to it, and to make all other   determinations necessary, appropriate or advisable for its   administration.  All such Committee   determinations will be final, conclusive and binding upon any and all   interested parties and their heirs, successors, and personal representatives.
  











Award Notice
 Antonio M. Perez
 June 1, 2005
 Page 6

	
  
10.
  	
  
Impact on Benefits.  The Restricted Shares (either at the date   of their grant or at the time their restrictions lapse) will not be   includible as compensation or earnings for purposes of any other compensation   or benefit plan offered by Kodak.
  
	
  
 
  	
  
 
  
	
  
11.
  	
  
Election to Defer Award.  The terms of this Section 11 will only   apply if the Participant makes a timely election to defer in accordance with   the terms of this section.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
In General.    Pursuant to the terms of this Section 11, the Participant may   irrevocably elect to defer receipt of all or a portion of the Award.  The Participant may elect to receive   payment of the deferred Award in either a single sum or in ten (10) annual   installments, payable in each case following the termination of the   Participant’s employment with Kodak.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Time of Election.  If the Participant wishes to defer any of   the Restricted Shares, he must do so on or before June 30, 2005.  The provisions of this Section 11 will not   apply to any Restricted shares that vest prior to such date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Manner of Electing Deferral.  If the Participant wishes to defer any of   the Restricted Shares, he must do so by irrevocably executing and returning   the election form attached to this Award Notice.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
Procedure for Crediting Deferral.  If the Participant makes a valid election   to defer in accordance with the terms of this Section 11, the book entry   account maintained by Kodak’s transfer agent to evidence the Restricted   Shares will be reduced by the number of Restricted Shares the Participant   elects to defer.  In return, Kodak   will credit the Participant’s Deferred Account by an equal number of units of   Common Stock.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
Restrictions.  The units of Common Stock credited to the   Participant’s Deferred Account pursuant to Section 11(d) above or pursuant to   Sections 11(f) or 11(g) below, but only to the extent such units are   attributable to units that were previously credited pursuant to Section   11(d), will be subject to the restrictions described in Section 3(d).  These restrictions will lapse in   accordance with the provisions of Section 3(e).
  











Award Notice
 Antonio M. Perez
 June 1, 2005
 Page 7

	
  
 
  	
  
 (f)
  	
  
Stock Dividends.  Effective as of the payment date for each stock dividend (as defined in Section 305 of the Code) on the Common Stock, additional units of Common Stock will be   credited to the Participant’s Deferred Account.  The number of units that will be credited to the Participant’s   Deferred Account will equal the number of shares of Common Stock that the   Participant would have received as stock dividends had he been the owner on   the record date for such stock dividend of the number of shares of Common   Stock equal to the number of units credited to his Deferred Account on such   record date.  To the extent the   Participant would have also received cash, in lieu of fractional shares of   Common Stock, had he been the record owner of such shares for such stock   dividend, then his Deferred Account will also be credited with that number of   units, or fractions thereof, equal to such cash amount divided by the Fair   Market Va
lue of the Common Stock on the payment date for such dividend.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(g)
  	
  
Recapitalization.  If Kodak undergoes a reorganization (as   defined in Section 368(a) of the Code), the Committee may, in its sole and   absolute discretion, take whatever action it deems necessary, advisable or appropriate   with respect to the Participant’s Deferred Account in order to reflect such   transaction, including, but not limited to, adjusting the number of units of   Common Stock credited to the Participant’s Deferred Account.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(h)
  	
  
Dividend Equivalents.  Effective as of the payment date for each   cash dividend on the Common Stock, additional units of Common Stock will be   credited to the Participant’s Deferred Account.  The number of units that will be credited to the Participant’s   Deferred Account will be computed by multiplying the dollar value of the   dividend paid upon a single share of Common Stock by the number of units of   Common Stock held in the Participant’s Deferred Account on the record date   for such dividend and dividing the product thereof by the Fair Market Value   of the Common Stock on the payment date for such dividend.  Any units credited to the Participant’s   Deferred Account pursuant to the terms of this Section 11(h) will not be   subject to the restrictions set forth in Section 3(d).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(i)
  	
  
Termination of Employment Prior to Last Day of the   Restriction Period.    If the Participant’s employment terminates prior to the last day of   the Restriction Period, the terms of this Section 11(i) will apply.
  











Award Notice
 Antonio M. Perez
 June 1, 2005
 Page 8

	
  
 
  	
  
 
  	
  
 (i)
  	
  
Death.  Notwithstanding Section 3(c) above to the contrary, if the termination of employment is due to the Participant’s death, the Restriction Period on the restricted units of Common Stock that are then credited to the   Participant’s Deferred Account will terminate on the date of his death.  Unless sooner forfeited under the terms of   this Award Notice or the Plan, the restrictions set forth in Section 3(d)   above on such restricted units will terminate and all of the units then   credited to the Participant’s Deferred Account will be distributed in   accordance with Section 11(l).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
Disability or Termination of Employment for an   Approved Reason.    Notwithstanding Section 3(c) above to the contrary, if the Participant’s   employment terminates due to Disability or for an Approved Reason, the   restricted units of Common Stock held in the Participant’s Deferred Account   will not be forfeited by virtue of his termination of employment and the   Restriction Period on the restricted units of Common Stock that are then   credited to the Participant’s Deferred Account will terminate on the date of   such termination.  Unless sooner   forfeited under the terms of this Award Notice or the Plan, the restrictions   set forth in Section 3(d) above on such restricted units of Common Stock will   terminate and all of the units then credited to the Participant’s Deferred   Account will be distributed in accordance with Section 11(k).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
Termination of Employment for Other Than Death, Disability   or an Approved Reason.    If the Participant terminates his employment for other than Death,   Disability or an Approved Reason, the Participant will only be entitled to   receive from his Deferred Account payment for those units of Common Stock   that are not then subject to the restrictions set forth in Section 3(d).  Payment of such units shall be made in   accordance with the provisions of Section 11(k).  All of the remaining units in the Participant’s Deferred   Account will be immediately forfeited.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(j)
  	
  
Termination of Employment on or After the Last Day   of the Restricted Period.    If the Participant terminates employment on or after the last day of   the Restricted Period, the terms of this Section 11(j) will apply.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
Death.  If the Participant’s termination of employment is due to his   death, payment of the deceased Participant’s Deferred Account will be made in   accordance with the provisions of Section 11(l).
  











Award Notice
 Antonio M. Perez
 June 1, 2005
 Page 9

	
   
  	
  
 
  	
  
(ii)
  	
  
Termination of Employment for Other Than Death.  If the Participant terminates employment   on or after the last day of the Restricted Period for any reason other than   death, the Participant’s Deferred Account will be paid in accordance with   Section 11(k).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(k)
  	
  
Payment From Deferred Account.  No withdrawal will be permitted from a   Participant’s Deferred Account except as provided in Sections 11(i), 11(j),   11(k) and 11(l).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
Manner of Payment. Payment of the   Participant’s Deferred Account shall be made in accordance with the election   made by the Participant pursuant to Section 11(a).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
Form of Payment.  Payment from the Participant’s Deferred   Account shall, at the sole and absolute discretion of the Committee, be made   in cash or Common Stock, or a combination thereof.  Payment in Common Stock shall be made by Kodak instructing its   transfer agent to reflect, in an account of the Participant on the books of   the transfer agent, the shares of Common Stock that are to be delivered to   the Participant.  The transfer agent   will then subtract from that account of the Participant the number of shares   that are withheld for taxes under Section 6 above.  Upon the Participant’s request, the transfer agent will deliver   to the Participant a stock certificate for the remaining number of shares of   Common Stock held in that account of the Participant.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
Timing of Payment. Payment of the deferred Award (or in the   applicable case, the first installment thereof) is to be made as soon as   administratively practicable, in accordance with applicable laws, after the   later of the 6-month anniversary of the date the Participant terminates   employment, or the first business day in March of the year immediately   following the year in which the Participant terminates employment. Payment of   any subsequent installments due to the Participant shall be made as soon as   administratively practicable, in accordance with applicable laws, after the   first business day in each succeeding March.
  











Award Notice
 Antonio M. Perez
 June 1, 2005
 Page 10

	
  
 
  	
  
 
  	
  
 (iv)
  	
  
Valuation.  If payment of the Participant’s Deferred Account is to be paid in installments, the amount of each payment shall be equal to the Fair Market Value, as of the   immediately preceding Valuation Date, of the Participant’s Deferred Account,   divided by the number of installments remaining to be paid.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(l)
  	
  
Payment Due to Death.  If the Participant’s employment terminates   due to death prior to complete payment of his Deferred Account, the provisions   of this Section 11(l) will apply.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
Units of Common Stock.  The Participant’s estate will be entitled   to all of the Participant’s units of Common Stock that are then credited to   his Deferred Account on the date of his death.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
Valuing Deferred Account.  Effective as of the Valuation Date   immediately preceding or coincident with the date of the Participant’s death,   the Participant’s Deferred Account will be credited with a dollar amount   equal to the value of the units of Common Stock then held in such   account.  The value of such units of   Common Stock will be obtained by multiplying the number of units in the   deceased Participant’s Deferred Account on the date of his death by the   Market Value of the Common Stock on such Valuation Date.  Thereafter, such amount shall earn   interest at the Interest Rate until distributed in accordance with Section   11(l)(iii).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
Distribution.  The balance of the Participant’s Deferred   Account as determined pursuant to Section 11(l)(ii) and all interest accrued   thereon will be paid in a single, lump-sum cash payment to the deceased   Participant’s estate within 30 days after appointment of a legal   representative of the deceased Participant.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(m)
  	
  
No Deferral Prohibited by Law.  The Participant shall not be permitted to   defer receipt of all or part of the Award granted under this Award Notice   where such deferral is either impractical under or prohibited by any   applicable governmental law, regulation, rule or administrative action,   including without limitation Section 409A of the Code.  In such case, any deferral election made   by the Participant shall be null and void.
  











Award Notice
 Antonio M. Perez
 June 1, 2005
 Page 11

	
  
12.
  	
  
Miscellaneous.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Headings.  The headings of the Sections of the Award   Notice 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 the Award Notice.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Applicable Law.  All matters pertaining to this Award   Notice, (including its interpretation, application, validity, performance and   breach), will be governed by, construed and enforced in accordance with the   laws of the State of New York (except as superseded by applicable Federal   Law) without giving effect to principles of conflicts of law.
  
	
   
  	
   
  	
   
  
	
   
  	
  (c)
  	
  Amendment.  The Committee may, from time to time,   amend this Award Notice in any manner.
  
	
   
  	
   
  	
   
  
	
  13.
  	
  Tax Consequences.  No person connected with this Award Notice   in any capacity, including, but not limited to, Kodak and 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 Award.