Exhibit (10) AA.


NOTICE OF AWARD OF NON-QUALIFIED STOCK OPTIONS


GRANTED TO ___________


EFFECTIVE ____________


PURSUANT TO THE







PLAN

	
  
 
  	
  
APPROVED BY:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Action of   the Executive Compensation and Development Committee effective _______,   _______
  










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NOTICE OF AWARD OF NON-QUALIFIED STOCK OPTIONS
  
	
  
GRANTED TO _____________
  
	
  EFFECTIVE ___________
  
	
  
PURSUANT TO THE
  
	
   
 
	
  


  
	
  
PLAN
  




1.       Background


Under Article _______ of ______________________________________________________ Plan (the “Plan”), the Committee may, among other things, award non-qualified stock options of the Company’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.


2.       Award


The Committee granted, effective _________ (the “Grant Date”), _____________ (the “Participant”) an award of ___________ (__________) non-qualified stock options (the “Award”).  One option provides for the ability to purchase a single share of Common Stock.  The Award is granted under the Plan, subject to the terms and conditions of the Plan and those set forth in this Notice of Award of Non-Qualified Stock Options (“Award Notice”).  To the extent there is any inconsistency between the terms of this Award Notice and the Plan, the terms of the Plan will control.


3.       Terms and Conditions of Award


The following terms and conditions will apply to the Award:

	
  (a)
  	
  
Option Price.  The option price for the options evidenced by way of this Award   Notice will be the mean between the high and low at which Kodak Common Stock   trades on the New York Stock Exchange on the Grant Date, i.e., $______.
  
	
  
 
  	
  
 
  
	
  
(b)
  	
  
Duration of Option.  Subject to Section 3(i) below, each option   will expire at the close of business on the day immediately prior to the   seventh anniversary of the Grant Date, unless sooner terminated or forfeited   in accordance with the terms and conditions of this Award Notice or the Plan.
  
	
  
 
  	
  
 
  
	
  
(c)
  	
  
Vesting.    No option will be exercisable prior to the date on which it vests.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The options   will vest in three (3) substantially equal consecutive annual installments on   the first, third and fifth anniversaries of the Grant Date.  The options must be exercised by written   notice to the Committee stating the number of options to be exercised.
  











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(d)
  	

Payment of Option Price.  The option price for the share for which   an option is exercised by the Participant will be paid by the Participant on   the date the option is exercised in cash, in shares of Common Stock owned by   the Participant, or a combination of the foregoing.  Any share of Common Stock delivered in payment of the option   price will be valued at its Fair Market Value on the date of exercise.
  
	
  
 
  	
  
 
  
	
  
(e)
  	
  
Withholding.  The Participant will pay the amount of taxes required to be   withheld upon exercise of his or her options by delivering a check made   payable to the Company.
  
	
  
 
  	
  
 
  
	
  
(f)
  	
  
Rights as a Shareholder.  The Participant will not have any of the   rights of a shareholder with respect to the shares of Common Stock covered by   an option except to the extent one or more certificates for such shares will   be delivered to him or her upon the exercise of such option.
  
	
   
  	
  
 
  
	
  
(g)
  	
  
Broker Assisted Exercise.  Notwithstanding Sections 3(d) and 3(e)   above, the Participant may, subject to Section 5 hereof, exercise any option   granted to him or her under this Award Notice by way of the Company’s   broker-assisted stock option exercise program, to the extent such program is   available at the time of such exercise.    Pursuant to the terms of such program, the amount of any taxes   required to be withheld upon exercise of any options must be paid in cash   directly to the Company.
  
	
  
 
  	
  
 
  
	
  
(h)
  	
  
Termination of Employment.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
Forfeiture.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(A)
  	
  
Within One Year of Grant.  The provisions of this Section 3(h)(i)(A)   will apply insofar as the Participant’s employment is terminated for any   reason, whether voluntarily or involuntarily, prior to the first anniversary   of the Grant Date.  In such event, absent   termination of the Participant’s employment for a Permitted Reason or due to   death, the Participant will, effective upon the date of his or her   termination of employment, forfeit all of the nonqualified stock options   granted to him or her under this Award Notice.  In the event of termination of the Participant’s employment for   a Permitted Reason or due to death, the options will, unless sooner forfeited   in accordance with another provision of this Award Notice or the provisions   of the Plan, expire on the third anniversary of the date of the Participant’s   termination of employment.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(B)
  	
  
On or After First Anniversary of Grant Date.
  











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(I)
  	
  
In General.    The provisions of this Section 3(h)(i)(B) will apply insofar as the   Participant’s employment is terminated for any reason, whether voluntarily or   involuntarily, on or after the first anniversary of the Grant Date.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(II)
  	
  
Unvested Options.  Effective upon the date of the Participant’s termination of   employment, all of the unvested portion of the Participant’s options will be   immediately forfeited; provided, however, if the Participant’s employment is   terminated by reason of death, Disability, Retirement, or an Approved Reason,   the unvested options will expire on the third anniversary of the date of the   Participant’s termination of employment, unless sooner forfeited in   accordance with the terms of this Award Notice or the Plan.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(III)
  	
  
Vested Options.  On the sixtieth (60) day after the date of the Participant’s   termination, all of the vested portion of the Participant’s options will   expire; provided, however, if the Participant’s employment is terminated by   reason of death, Disability, Retirement or an Approved Reason, the vested   options will expire on the third anniversary of the date of the Participant’s   termination of employment, unless sooner forfeited in accordance with the   terms of this Award Notice or the Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
Vesting.    Notwithstanding Section 3(c) above to the contrary, if the Participant   dies prior to the vesting of all of the nonqualified stock options granted to   him or her under this Award Notice, all of such unvested options will   immediately vest on the date of the Participant’s death and may be exercised,   subject to the Plan’s terms and conditions, at any time between such date and   the third anniversary of the date of the Participant’s death.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(i)
  	
  
Exercise Upon Expiration.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
Notwithstanding   Section 3(b) hereof to the contrary, if on the options’ scheduled expiration   date (A) any options remain unexercised and (B) the Fair Market Value of a   share of Common Stock exceeds the option price, then the provisions of   Section 3(i)(ii) below will apply.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
The   Participant may exercise any of his or her unexercised options as of the date   they are scheduled to expire, unless already forfeited under the terms and   conditions of this Award Notice or the Plan, by providing written notice   thereof to the Committee within sixty (60) days after such scheduled expiration   date.  In such event, such options   will, for purposes
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  









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of this   Award Notice and the Plan, be treated as exercised prior to the close of   business on their scheduled expiration date; provided, however, the   Participant will not be the record owner of the shares acquired upon exercise   of such options until the one or more certificates for the shares have been   delivered to the Participant.  The   strike price of any options exercised pursuant to the provisions of this   Section 3(i) will be the mean between the high and low at which the Common   Stock trades on the New York Stock Exchange on the options’ scheduled   expiration date, or, if such day is not a trading day, the immediately   preceding trading day.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(iii)
  	
  
Notwithstanding   Section 3(g) above to the contrary, any options exercised pursuant to this   Section 3(i) will not, without the Committee’s prior approval, be exercised   by way of the Company’s broker-assisted stock option program.
  




4.       Definitions


Any defined term used in this Award Notice, other than those set forth below, will have the same meaning for purposes of this document as that ascribed to it under the terms of the Plan.  The following definitions will apply to this Award Notice:

	
  
(a)
  	
  
Approved Reason. The Committee may, in its   sole and absolute discretion, determine what other circumstances, if any,   besides those specifically described in this subsection constitute a   termination of employment for an Approved Reason.  The following types of terminations of employment will be for   an Approved Reason:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
Divestiture.  The Participant terminates employment as a direct result of a   Divestiture; provided, however, that following the Divestiture the   Participant is not employed by an entity within Kodak’s controlled group for   financial reporting purposes.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
Layoff.    The Participant terminates employment as a result of a Layoff;   provided, however, the Participant complies with all of the applicable   conditions required in order to receive severance benefits under the terms of   the benefit plan providing the severance benefits due to the Layoff and, in   particular, in those cases where the receipt of severance benefits is   conditioned on the execution of a general release, the Participant signs and   does not revoke the general release.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
Special Separation Program.  The Participant terminates employment   under a Special Separation Program; provided, however, the Participant   complies with all of the applicable conditions of the program.
  








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(iv)
  	
  
Transfer.    The Participant terminates employment as a result of a Transfer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(v)
  	
  
Individual Retirement Plan.  The Participant retires pursuant to the   terms of a Individual Retirement Plan; provided, however, the Participant   complies with all of the applicable conditions of the plan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Fair Market Value.  The opening price of the Common Stock on the New York Stock   Exchange on the relevant date; provided, however, if the Common Stock is not   traded on the relevant date, then the opening price on the immediately   preceding date on which the Common Stock is traded will be used.
  
	
  
 
  	
  
 
  
	
  
(c)
  	
  
Divestiture.  “Divestiture” means any one or more of the following   transactions: (A) the sale or other transfer to an unrelated entity of all or   substantially all of the assets used by the Participant’s employer in a trade   or business conducted by the Participant’s employer; (B) if the Participant   was employed by a subsidiary corporation (within the meaning of Code section   424(f)) of Kodak, or by a corporation that is a member of a controlled group   of corporations (within the meaning of Code section 414(b) as modified by   Code section 415(h)) that includes Kodak, the liquidation, sale, or other   means of terminating the parent-subsidiary or controlled group relationship   of the Participant’s employer with Kodak; (C) the loss or expiration of a   contract with a government agency and the entry into a successor contract by   an unrelated entity and such government agency; (D) the sale or other   transfer of all or
substantially all of the assets used by the Participant’s   employer at a plant, facility, or other business location of the   Participant’s employer; (E) any other sale, transfer, or disposition of   assets of the Participant’s employer to an unrelated entity; or (F) any   change in the contractual arrangements governing the performance of the   Participant’s services where, immediately following the change in the   contractual arrangements, the Participant continues to perform primarily the   same services for the same recipient.
  
	
   
  	
  
 
  
	
  
(d)
  	
  
Layoff.    “Layoff” means a layoff under the terms of Kodak’s Termination   Allowance Plan (“TAP”) or any similar plan or program adopted by the   Participant’s employer.
  
	
  
 
  	
  
 
  
	
  
(e)
  	
  
Special Separation Program.  A “Special Separation Program” means   either (i) a “Special Separation Program” as defined in Section 4.02 of the   Termination Allowance Plan (“TAP”); or (ii) an involuntary termination of   employment for other than Cause pursuant to the terms of a written special   letter agreement between the Participant and his or her employer.  In the case where Kodak is the   Participant’s employer, the written letter agreement must be executed on   behalf of Kodak by the Director, Human Resources and Vice President, Eastman   Kodak Company.  In all other cases,   prior to its execution the written letter agreement must be reviewed and   approved prior to execution by the Director, Human Resources and Vice   President, Eastman Kodak Company.
  









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  (f)
  	
  
Transfer.    “Transfer” means a transfer of employment of a Participant that is   initiated by the Participant’s employer, which for financial reporting   purposes is an entity within Kodak’s controlled group, to an entity in which   Kodak has an ownership interest, but is not a member of Kodak’s controlled   group for financial reporting purposes.
  
	
  
 
  	
  
 
  
	
  
(g)
  	
  
Cause.    “Cause” means:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the   Participant’s failure to perform his or her duties in a manner deemed   satisfactory by the Participant’s supervisor; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
the   Participant’s failure to follow a lawful written directive of Eastman Kodak   Company’s Chief Executive Officer, the Participant’s supervisor or any other   person to whom the Participant has a reporting relationship in any capacity;   or
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
the   Participant’s violation of any material rule, regulation, or policy that may   be established from time to time for the conduct of his or her employer’s   business; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  
the   Participant’s unlawful possession, use or sale of narcotics or other controlled   substances, or performing job duties while illegally used controlled   substances are present in the Participant’s system; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(v)
  	
  
any act of   omission or commission by the Participant in the scope of his or her   employment (a) which results in the assessment of a civil or criminal penalty   against the Participant or the Participant’s employer, or (b) which in the   reasonable judgment of the Participant’s 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)
  	
  
the   Participant’s conviction of, or plea of, guilty or no contest to any crime   involving moral turpitude;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(vii)
  	
  
any   misrepresentation of a material fact to, or concealment of a material fact   from, the Participant’s supervisor or any other person to whom the   Participant has a reporting relationship in any capacity; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(viii)
  	
  
the   Participant’s breach of his or her Eastman Kodak Company Employee’s Agreement   or any similar agreement required of the Participant’s employer or the   Participant’s breach of the Eastman Kodak Company Business Conduct Guide.
  









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A   Participant may be treated as terminating employment for Cause for purposes   of this subsection even though the Participant may not be considered by his   or her employer as terminating employment for cause for any other purpose.
  
	
  
 
  	
  
 
  
	
  
(h)
  	
  
Individual Retirement Plan.  “Individualized Retirement Plan” means a   special individualized pension arrangement between the Participant and the   Participant’s employer that is approved in writing by the Director, Human   Resources and Vice President, Eastman Kodak Company and grants the   Participant deemed years of age and/or service such that when combined with   the Participant’s actual years of age and service, the Participant is   eligible for Retirement.
  
	
  
 
  	
  
 
  
	
  
(i)
  	
  
Permitted Reason. The CEO may, in his sole   and absolute discretion, determine what other circumstances, if any, besides   those specifically described in this subsection constitute a termination of   employment for a Permitted Reason.    Subject to the following rules, a Participant’s termination of   employment will be for a Permitted Reason unless the Participant’s   termination of employment is voluntary or for Cause.  The following rules will apply for   purposes of this subsection:
  
	
   
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
Retirement.    If a Participant’s termination of employment is due to Retirement, the   Participant’s termination will be voluntary.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
Layoff.    In the event the Participant’s termination of employment is a result   of a Layoff, the Participant’s termination of employment will be for a   Permitted Reason only if the Participant complies with all of the applicable   terms and conditions required in order to receive severance benefits under   the terms of the Layoff, and, in particular, in those situations where the   receipt of severance benefits is conditioned on the execution of a general   release, the Participant executes and does not revoke the general release.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
Special Separation Program.  In the event the Participant terminates   employment under a Special Separation Program, the Participant’s termination   of employment will only be for a Permitted Reason if the Participant complies   with all of the applicable conditions of such program, and, in particular, in   those situations where the receipt of benefits under the program is   conditioned on the execution of a general release, the Participant executes   and does not revoke the general release.
  
	
   
  	
  
 
  	
  
 
  
	
  
5.
  	
  
Section 16 of the Exchange Act
  




In order to avoid any Exchange Act violations, the Committee may, at any time and from time to time, impose additional restrictions upon the Award, including, but not by way of limitation, restrictions regarding the Participant’s ability to exercise options under the Company’s broker-assisted stock option exercise program under Section 3(g).









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6.
  	
  
Non-Assignability
  
	
  
 
  	
  
 
  
	
  
(a)
  	
  
In General.    Except as specified in Section 6(b), the Award will not in any manner   be subject to alienation, anticipation, sale, transfer, assignment, pledge or   encumbrance.
  
	
  
 
  	
  
 
  
	
  (b)
  	
  
Transfers.    The non-qualified stock options granted pursuant to this Award Notice   are transferable in accordance with, and subject to, the terms and conditions   set forth in Section 19.1(b) of the Plan.
  
	
  
 
  	
  
 
  
	
  
7.
  	
  
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.
  
	
  
 
  
	
  
8.
  	
  
Miscellaneous
  
	
  
 
  	
  
 
  
	
  
(a)
  	
  
Headings.    The headings of the Sections of this 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 laws.
  
	
  
 
  	
  
 
  
	
  
(c)
  	
  
Amendment.    The Committee may, from time to time, amend this Award Notice in any   manner.
  
	
  
 
  	
  
 
  
	
  
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.
  









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10.
  	
  
Impact on Benefits
  
	
  
 
  	
  
 
  
	
  
The   nonqualified stock options granted pursuant to this Award Notice (either at   the date of their grant or at the time the shares are vested) will not be   includible as compensation or earnings for purposes of any compensation or   benefit plan offered by the Company.
  
	
  
 
  
	
  
[Version 3.0]
  










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NOTICE OF AWARD OF RESTRICTED STOCK


GRANTED TO ___________


________________


PURSUANT TO THE







PLAN


	
  
 
  	
  
APPROVED BY:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Action by or   on behalf of the
  
	
  
 
  	
  
Executive   Compensation and
  
	
  
 
  	
  
Development   Committee
  
	
  
 
  	
  
_______________
  









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NOTICE OF AWARD OF RESTRICTED STOCK


GRANTED TO ___________


________________


PURSUANT TO THE







PLAN


	
  
1.
  	
  
Background.  Under Article 10 of the   __________________________ 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 Key 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 _____________, (the “Grant   Date”) the Committee or its designee granted to ______________________ (the   “Participant”) an Award of _________ (______) 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).
  










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(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.
  









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(c)
  	
  
Restriction   Period.  The   Restricted Shares will be subject to _____________ “Restriction Periods.”  The Restriction Periods for the Restricted   Shares will be as follows:   _______________________________________________________
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
_________________________________________________________________________________________________
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
_________________________________________________________________________________________________
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
_____________________________________________
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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 more than one Restriction Period, the Participant will, except as set   forth in Section 4 below, forfeit all of the Restricted Shares subject to   those Restriction Periods.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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.
  
	
   
  	
  
 
  	
  
 
  
	
  
4.
  	
  
Termination   of Employment.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Within One   Year of Grant.    Notwithstanding Section 3 above to the contrary, if the Participant’s   employment is terminated by reason of a Permitted Reason prior to the first   anniversary of the Award’s grant, the Restricted Shares will not be forfeited   by reason of such termination, but will, unless sooner forfeited under the   terms and conditions of this Award Notice or the Plan, continue to remain   subject to the restrictions set forth in Section 3(d) above until the   expiration of such Restricted Shares’ applicable Restriction Period.
  











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(b)
  	
  
On or After   the First Anniversary of Grant.  Notwithstanding Section 3 above to the   contrary, if the Participant’s employment is terminated by reason of   Disability or an Approved Reason on or after the first anniversary of the Award’s   grant, the Restricted Shares will not be forfeited by reason of such   termination, but will, unless sooner forfeited under the terms and conditions   of the Award Notice or the Plan, continue to remain subject to the   restrictions set forth in Section 3(d) above until the expiration of the   Restriction Period(s) to which such Restricted Shares are subject.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Death.  Notwithstanding Section 3(c) above to the   contrary, if the Participant’s employment is terminated by reason of death   prior to the ________ anniversary of the Grant Date, the Participant’s estate   will receive a pro-rata share of the Restricted Shares then held on the   Participant’s behalf by Kodak’s transfer agent and the Restriction Period(s)   on such pro-rata share of the Restricted Shares will terminate as of the date   of the Participant’s death.  Such   pro-rata share will be determined by multiplying the total number of   Restricted Shares granted under the Award by a fraction the numerator of   which is the number of full months that have elapsed since the date of the   Award’s grant, and the denominator of which is ________, and then subtracting   from such result the number, if any, of shares of Common Stock of the Award   for which the restrictions set forth in Section 3(d) above previously
lapsed   prior to the date of the Participant’s death.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
Death After   Termination of Employment.  In the event the Participant terminates employment due to a   Permitted Reason, an Approved Reason or Disability and then subsequently dies   prior to the ________ anniversary of the Grant Date, the Participant’s estate   will be entitled to a pro-rata share of the Restricted Shares then held on   the Participant’s behalf by Kodak’s transfer agent and, notwithstanding   Section 3(c) above to the contrary, the Restriction Period(s) on such   pro-rata share of the Restricted Shares will terminate as of the date of the   Participant’s death.  Such pro-rata   share will be determined by multiplying the total number of Restricted Shares   granted under the Award by a fraction the numerator of which is the number of   full months that have elapsed since the date of the Award’s grant, and the   denominator of which is ________, and then subtracting from such result the   number, if any,
of shares of Common Stock of the Award for which the restrictions   set forth in Section 3(d) above previously lapsed prior to the date of the   Participant’s death.
  









Award Notice

Page  -16-


	
  
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)
  	
  
Permitted   Reason.  The   CEO will, in the exercise of his or her sole discretion, determine under what   circumstances, if any, a termination of employment will be for a “Permitted   Reason.”  In the event, however, the   Participant is the CEO, then such determination will be made by the   Committee.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
Fair Market   Value.  “Fair   Market Value” will mean the opening price of the Common Stock on the New York   Stock Exchange; provided, however, if the Common Stock is not traded on the   date in question, then the opening price on the immediately preceding date on   which the Common Stock is traded will be used.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
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.
  











Award Notice

Page  -17-


	
  
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.
  
	
  
 
  	
  
 
  
	
  
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.
  	
  
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.  This   Award Notice, and its interpretation and application, will be governed and   controlled by the laws of the State of New York (except as superseded by applicable   Federal Law), applicable as though to a contract made in New York by   residents of New York and wholly to be performed in New York without giving   effect to principles of conflicts of laws.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Amendment.  The Committee may, from time to time, amend   this Award Notice in any manner.
  
	
  
 
  	
  
 
  	
  
 
  
	
  12.
  	
  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.