Exhibit (10) R.


NOTICE OF AWARD OF NON-QUALIFIED STOCK OPTIONS


GRANTED TO ________________


EFFECTIVE DECEMBER 10, 2004


PURSUANT TO THE


2000 OMNIBUS LONG-TERM COMPENSATION PLAN

	
  
 
  	
  
APPROVED BY:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Executive Compensation and 
  
	
  
 
  	
  
Development Committee on
  
	
  
 
  	
  
December __, 2004
  















NOTICE OF AWARD OF NON-QUALIFIED STOCK OPTIONS
 GRANTED TO _______________
 EFFECTIVE DECEMBER 10, 2004
 PURSUANT TO THE
 2000 OMNIBUS LONG-TERM COMPENSATION PLAN


	
  
1.
  	
  
Background.  Under Article 8 of the 2000 Omnibus Long-Term   Compensation Plan (the “Plan”), the Committee may award non-qualified stock   options of the Company’s Common Stock to Kodak’s non-employee Directors,   subject to such terms, conditions and restrictions as it deems appropriate.
  
	
  
 
  	
  
 
  
	
  
2.
  	
  
Award.  The Committee granted, effective December 10, 2004 (the “Grant   Date”), ____________ (the “Participant”) an award of one thousand five   hundred (1,500) 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”).
  
	
  
 
  	
  
 
  
	
  
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 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 December 9, 2014, 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 all vest on   the first anniversary of the Grant Date.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The options must be exercised by written notice to   Kodak stating the number of options to be exercised.
  














	
  
 
  	
  
(d)
  	
  
Payment of Option Price.  The option price for the shares for which   the Participant exercises an option must 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)
  	
  
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.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(f)
  	
  
Broker Assisted Exercise.  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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(g)
  	
  
Cessation of Board Membership.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
Forfeiture.  If the Participant’s Board membership   terminates for any reason, other than for an Approved Reason or death or   Retirement, prior to the first anniversary of the Grant Date, the Participant   will immediately forfeit all of the stock options granted to him or her under   this Award Notice.  If the   Participant’s Board membership terminates for an Approved Reason or death or   Retirement, the options will, unless sooner forfeited in accordance with another   provision of this Award Notice or the provisions of the Plan, expire on the   date set forth in Section 3(b) above.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
Vesting.  Notwithstanding Section 3(c) above to the contrary, if the   Participant dies prior to the vesting of all of the 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 date such options are scheduled to expire under Section 3(b) above.
  














	
  
 
  	
  
(h)
  	
  
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(h)(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 Kodak within sixty (60) days   after such scheduled expiration date.    In such event, the options will, for purposes 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(h) 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(f) above to the contrary,   any options exercised pursuant to this Section 3(h) may not be exercised by   way of the Company’s broker-assisted stock option program.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
4.
  	
  
Definitions.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Any defined term used in this Award Notice, other   than those set forth in Section 4(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.  A termination of Board membership will be   identified as an “Approved Reason” if, in the opinion of the Committee in its   sole discretion, it is in the best interest of the Company to do so.
  














	
  
 
  	
  
 
  	
  
(ii)
  	
  
Fair Market Value.  “Fair Market Value” means 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.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
Retirement.  The term “Retirement” means voluntary   cessation of the Participant’s Board membership on or after the Participant’s   70th birthday.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
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.
  
	
  
 
  	
  
 
  
	
  
6.
  	
  
Non-Assignability.
  
	
   
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
In General.  Except as specified in Section 6(b), the   Award shall not in any manner be subject to alienation, anticipation, sale,   transfer, assignment, pledge or encumbrance.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Transfers.  The 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 shall 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) shall 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 shall 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 shall be   final, conclusive and binding upon any and all interested parties and their   heirs, successors, and personal representatives.
  















NOTICE OF AWARD OF RESTRICTED STOCK


 


GRANTED TO ___________


DECEMBER 10, 2004


PURSUANT TO THE


2000 OMNIBUS LONG-TERM


COMPENSATION PLAN

	
   
  	
  
APPROVED BY:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Executive Compensation and
  
	
  
 
  	
  
Development Committee
  
	
  
 
  	
  
December ___, 2004
  















NOTICE OF AWARD OF RESTRICTED STOCK
 GRANTED TO ___________
 DECEMBER 10, 2004
 PURSUANT TO THE
 2000 OMNIBUS LONG-TERM
 COMPENSATION PLAN

	
  
1.
  	
  
Background.  Under Article 10 of the 2000 Omnibus   Long-Term Compensation Plan (the “Plan”), the Committee may, among other   things, award restricted shares of Kodak’s Common Stock to Kodak’s   non-employee Directors, subject to such terms, conditions and restrictions,   as it deems appropriate.
  
	
  
 
  	
  
 
  
	
  2.
  	
  
Award.  Effective December 10, 2004 (the “Grant Date”), the Committee   granted to ______________________ (the “Participant”) an Award of one   thousand five hundred (1,500) 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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Restriction Period.  The Restricted Shares will be subject to   one “Restriction Period.”  The   Restriction Period for the Restricted Shares will begin on the Grant Date and   terminate upon the earlier of: (i) Retirement; (ii) death; (iii) cessation of   Board membership for an Approved Reason; or (iv) the first anniversary of the   Grant Date.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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 Board Membership.  The Participant must remain continuously a   member of Kodak’s Board of Directors throughout the Restriction Period in   order to receive the Restricted Shares that are subject to that 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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.
  	
  
Cessation of Board Membership.  If the Participant’s Board membership   ceases during the Restriction Period for any reason other than due to   Retirement, death or an Approved Reason, the Participant will immediately   forfeit all of the Restricted Shares.
  














	
  
5.
  	
  
Issuance of Shares of Common Stock.  Upon the lapse of the 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 deliver to the Participant a stock certificate for   the number of unrestricted shares held in the Participant’s account.
  
	
   
  	
  
 
  
	
  
6.
  	
  
Definitions.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Any defined term used in this Award Notice, other   than that set forth in Section 6(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.  A termination of Board membership will be   identified as an “Approved Reason” if, in the opinion of the Committee in its   sole discretion, it is in the best interest of the Company to do so.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
Retirement.  The term “Retirement” means voluntary   cessation of the Participant’s Board membership on or after the Participant’s   70th birthday.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
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.
  	
  
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.
  














	
  
9.
  	
  
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.
  
	
   
  	
   
  	
   
  
	
  10.
  	
  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.