Exhibit (10) M. 


August 12, 2003


Mr. James Langley


Dear Jim:


We are delighted to extend you an offer to join Eastman Kodak Company (“Kodak”) as President and General Manager, Commercial Publishing.  We are confident that your professional talent will be a tremendous asset to our company and we are enthusiastic about welcoming you as a member of our management team.  Kodak is at a turning point in its proud more than 115-year history, where technology and the Internet have the potential to unleash unprecedented value from our brand and other corporate assets.  We look forward to you playing a major role, working with others throughout the company to realize our potential.  


This letter outlines the role, compensation and benefits of your offer of employment with Kodak.  Due to the strategic importance of your role, we are pleased to offer you a comprehensive program with the following elements.


The term “Company” as used in this letter agreement means Kodak and all of its subsidiaries and affiliates.


Position


Your position will be President and General Manager, Commercial Publishing.  This position will report to Antonio Perez in his capacity as President and Chief Operating Officer, Eastman Kodak Company.  


Your position will be located in Rochester, New York.  Consequently, you will be expected to relocate your residence to the Rochester, New York area upon commencement of your employment.


Employment Date


You will commence your employment on or before September 12, 2003.


Base Salary


Your base salary will be at the rate of $475,000 per year.


Executive Compensation for Excellence and Leadership 


You will be eligible to participate in Kodak’s short-term variable pay plan for its management level employees, Executive Compensation for Excellence and Leadership (“EXCEL”).  Your annual target award under EXCEL will be 62% of your base salary, making your total targeted annual compensation $769,500.  Your actual award for a year will vary based on Company performance, unit performance, your job performance, and such other criteria selected by the Company.  Any award you earn for 2003 will be prorated based on your length of service for 2003.  That is, you will not receive a full award for 2003 since you will not be employed for the full year.  You will receive a summary of this plan from Human Resources shortly after the commencement of your employment.













Mr. James Langley
 August 12, 2003


Stock Option Program


You will be eligible to participate in our Management Stock Option Program under the terms of Kodak’s 2000 Omnibus Long-Term Compensation Plan (the “Omnibus Plan”).  Grants are typically made in the Fall of each year.  Your target grant will be between 20,800-31,200 stock options.  Your specific award for a year will be a function of your attainment of established performance criteria that includes business unit performance as well as your individual performance.  Enclosed is a summary description of this plan.  The first grant that you will be eligible for is the grant tentatively scheduled for the Fall of 2003.  


If (1) your employment is terminated without “Cause,” as defined below; (2) you terminate your employment prior to the third anniversary of the date of your commencement of employment for “Good Reason,” as defined below; or (3) you voluntarily terminate your employment with Kodak after the third anniversary of the date of your commencement of employment, your termination of employment will be for an “Approved Reason,” as that term is defined in the Omnibus Plan, for purposes of any Kodak stock options held by you on the date of your termination of employment.  Consequently, you will not by virtue of your termination of employment forfeit any Kodak stock options granted to you earlier than one year prior to the date of your termination of employment.  


Signing Bonus – Restricted Stock Award


Upon your employment, Kodak will propose to the Compensation Committee that you be granted, as a signing bonus, a one-time grant under the Omnibus Plan of 15,000 shares of restricted Kodak Common Stock.  The restrictions on one half of these shares will lapse on second anniversary of the date of your commencement of employment, and the restrictions on the balance will lapse on the third anniversary of the date of your commencement of employment.  


Except as provided immediately below, if your employment terminates for any reason, other than a “Permitted Reason” as determined by the CEO in the exercise of his or her sole discretion, during the one-year period following the date of the grant of the restricted shares, you will immediately forfeit the shares.  Thereafter, so long as these shares remain unvested, they will be subject to forfeiture in the event of your termination of employment for any reason other than for death, or for “Disability” or an “Approved Reason,” as those terms are defined under the terms of the Omnibus Plan.  In the event your termination is considered a “Permitted Reason” or an “Approved Reason,” or if your termination of employment is due to “Disability,” the restricted shares will not be forfeited by reason of your termination, but will, unless sooner forfeited under their terms and conditions, continue to
remain restricted until the date the restrictions on the shares are scheduled to expire.  If the event of your death, the restrictions of the shares will immediately lapse and the shares will be paid to your estate.  


Notwithstanding the immediately preceding paragraph, if your employment is terminated by Kodak without Cause or if you terminate your employment for Good Reason, you will be entitled to retain a pro-rated portion of the restricted shares.  The amount of the pro-rated portion will be determined by multiplying the 15,000 shares by a fraction the numerator of which will be the total number of months you were employed by Kodak during the period commencing on your first day of employment and ending on the date of your termination of employment, and the denominator of which will be thirty six.  The restrictions on any restricted shares that you are permitted to retain following your termination of employment without Cause or for Good Reason will immediately lapse on the date of your termination of employment.


The specific terms, conditions and restrictions of your restricted stock grant will be contained in an award notice delivered to you shortly after the commencement of your employment.


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Mr. James Langley
 August 12, 2003


Signing Bonus – Cash Payment


Upon your employment, you will be eligible to receive a gross cash signing bonus of $100,000.  The cash signing bonus will be paid in four equal installments of $25,000.  In order to receive a given installment of the signing bonus, you must be employed by Kodak on the date the installment is paid.  The first installment will be paid within thirty days of the commencement of employment; the remaining three installments will be paid as soon as administratively practicable following each of the first three anniversaries of the date of your commencement of employment.  Each installment will be paid subject to withholding for all applicable federal, state, and FICA taxes and will not be “benefits bearing.”  


Individual Bonus Plan

	
  
 
  	
  
A.
  	
  
In   General.  You will   be eligible to participate in an individual bonus plan (the “Plan”) based on   the performance of the Company’s commercial publishing business during the   three-year period commencing January 1, 2004 and ending December 31,   2006.  The purpose of this Plan is to   incent you to achieve certain pre-established goals in the commercial   publishing business during these three years.  Your total aggregate target award under the Plan for the   three-year period will be $1,000,000; this amount will also be the maximum   award you may receive under the Plan.    The plan will be performance-based and, therefore, any payment under   the Plan will be contingent upon satisfaction of the Plan’s performance   goals.  Prior to the start of the Plan   on January 1, 2004, Kodak will provide you with a detailed description of all   of the terms and conditions of the Plan (the “Plan
Description”).  This section of the letter agreement   describes several of Plan’s major features.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
B.
  	
  
Target   Performance Goals.    A separate “target performance goal” will be established for each of   the Plan’s three years.  To receive   the entire amount of the target award for a particular year, it will be   necessary for you to achieve 100% of the established “target performance   goal” for that year.  The “target   performance goal” for each of the Plan’s three years will be established by   the “Administrator” (as defined in section G below) in a manner similar to   the manner in which business unit goals are established under EXCEL and will   be communicated to you prior to the start of each year.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
C.
  	
  
Minimum   Performance Goals.    If you do not achieve the “target performance goal” for a particular   year of the Plan, you may nevertheless receive a portion of the target award   for that year if you achieve at least the Plan’s “minimum performance goal”   for that year.  For each of the Plan’s   three years, a separate “minimum performance goal” will be established by the   Administrator and communicated to you prior to the start of the year.  If you achieve in a given year at least   the “minimum performance goal” for that year, you will receive a portion of the   target award for the year.  The exact   amount of the award will be determined pursuant to the payment methodology   set forth in the Plan Description.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
D.
  	
  
Target   Awards.  The target   award for each of the Plan’s three years is set forth in the table below.
  






	
  
Year
  	
   
 	
  
Target   Award
  	
   
 
	
  


  	
  
 
  	
  


  	
  
 
  
	
  
2004
  	
  
 
  	
  
$
  	
  
200,000
  	
  
 
  
	
  2005
  	
  
 
  	
  
$
  	
  
300,000
  	
  
 
  
	
  
2006
  	
  
 
  	
  
$
  	
  
500,000
  	
  
 
  
	
  
Total
  	
  
 
  	
  
$
  	
  
1,000,000
  	
  
 
  







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Mr. James Langley
 August 12, 2003

	
  
 
  	
  
E.
  	
  
Continued   Employment.  Except   as provided in Subsection (F) below, in order to receive an award for a   particular year, it will be necessary for you to remain continuously employed   by Kodak through December 31st of that year.    If prior to December 31st of a particular year, your   employment terminates for any reason, other than as set forth in Subsection   (F) below, you will forfeit in entirety the award for that year and any   subsequent year.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
F.
  	
  
Termination   Without Cause.    Notwithstanding Subsection (E) above to the contrary, if prior to   December 31st of a particular year of the Plan Kodak terminates   your employment without Cause, you will receive the full amount of the award   earned for that year that you would have otherwise received had you remained   employed through December 31st. If you terminate employment for   Good Reason prior to December 31st of a particular year, you will   receive a pro-rated award for that year.    The amount of the pro-rated award will be determined from the award   earned for that year that you would have otherwise received had you remained   employed through December 31st and be based on the number of days   you were employed by Kodak during the year.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
G.
  	
  
Administration.  The award will be administered by Kodak’s   President and Chief Operating Officer (the “Administrator”) in accordance   with the terms of this letter agreement and the terms and conditions of the   Plan Description.  Within 45 days of   the completion of each year of the Plan or as soon thereafter as is   administratively practicable, the Administrator will determine whether you   have achieved the performance goal for such year and, if so, the amount of   the award that will be credited to you.    The Administrator will have total and exclusive responsibility to   control, operate, manage and administer the Plan in accordance with its terms   and all the authority that may be necessary or helpful to enable him/her to   discharge his/her responsibilities with respect to the Plan.  Without limiting the generality of the   preceding sentence, the Administrator will have the exclusive right to:   interpret
the Plan, decide all questions concerning eligibility for and the   amount of awards payable under the Plan, construe any ambiguous provision of   the Plan, correct any default, supply any omission, reconcile any   inconsistency, and decide all questions arising in the administration,   interpretation and application of the Plan.    The Administrator will have full discretionary authority in all   matters related to the discharge of his/her responsibilities and the exercise   of his/her authority under the Plan, including, without limitation, his/her   construction of the terms of the Plan and his/her determination of   eligibility for awards under the Plan.    It is the intent of the Plan, as well as both parties hereto, that the   decisions of the Administrator and his/her action with respect to the Plan   will be final and binding upon all persons having or claiming to have any   right or interest in or under the plan and that no such decision or actions   shall be modified upon judicial
review unless such decision or action is   proven to be arbitrary or capricious.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
H.
  	
  
Payment.  Any award earned by you for a particular   year under the Plan will be credited to an unfunded, deferred compensation   account established on your behalf by Kodak.    Any amounts credited to this account will earn interest at the prime   rate, compounded annually, until distributed.  The entire balance of the account will be distributed to you as   soon as administratively practicable following your termination of employment   from Kodak.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
I.
  	
  
Benefits   Bearing. In no event will any award under the Plan be   “benefits bearing.”
  




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Mr. James Langley
 August 12, 2003


Vacation


You will be entitled to 5 weeks’ vacation per calendar year.  Your vacation for the current calendar year will be pro-rated based on your service in 2003.


Benefits


You will be eligible to immediately participate in Kodak’s Flexible Benefits Plan, which includes health and dental coverage, long-term disability coverage, life insurance and eligibility for long-term care insurance.  With regard specifically to life insurance coverage, Kodak annually contributes for each plan participant an amount sufficient to cover the cost of coverage equal to one times the participant’s total target annual compensation (base salary plus target EXCEL award).  You will also be eligible for coverage under Kodak’s Short-Term Disability Plan.


You will be eligible to participate in the 1982 Eastman Kodak Company Executive Deferred Compensation Plan (“EDCP”).  This is a non-qualified/unfunded plan in which you may elect to defer a portion of your base salary and EXCEL award.  A description of the plan is enclosed.


Our executives also qualify for company-paid coverage of $5 million of personal umbrella liability insurance (“PULI”).


Our executives are provided with individual financial counseling services through one of three companies.  You will be immediately eligible for this benefit. 


You are also eligible to participate in the Kodak Executive Health Management plan.


Immediately upon your employment, you will also be eligible to participate in the Eastman Kodak Employees’ Savings and Investment Plan (“SIP”), Kodak’s 401(k) plan.  You will be eligible to make rollover deferrals from other qualified plans within two years from the date of your hire.


Retirement Benefits

	
  
 
  	
  
A.
  	
  
Cash   Balance Plan.  Upon your   employment, you will be eligible for the cash balance benefit provided under   the Kodak Retirement Income Plan (“KRIP”).    This program is Kodak’s retirement plan for all employees hired on or   after March 1, 1999.  The enclosed   brochure describes this program in more detail.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
B.
  	
  
Enhanced   Retirement Benefit.    In addition to any benefit you may be eligible for under the cash   balance benefit of KRIP, you will also be eligible for an enhanced retirement   benefit.  More specifically, Kodak   will establish a phantom cash balance account on your behalf.  Subject to your satisfaction of the terms   of this letter agreement, including but not limited to Subsection (C) below,   Kodak will, for each full year of service you complete with Kodak up to a   maximum of six (6) years, credit this account by $100,000.  For each year of service, your account   will be credited with this amount as soon as administratively practicable   following your completion of the year of service.  Thus, the maximum amount Kodak will credit to this account is   $600,000.  By way of example, assuming   you complete three (6) or more full years of service with Kodak, your account   balance will be credited by $600,000. 
Any amounts credited to this account will earn interest at the same   interest rate that amounts accrue interest under the cash balance benefit of   KRIP.  This interest rate is the   average monthly yield for 30-year U.S. Treasury bonds or some other   comparable rate.  
  




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Mr. James Langley
 August 12, 2003

	
   
  	
  
C.
  	
  
Continuous   Employment.  In   order to receive any of the amounts, including interest, credited to your   phantom cash balance account, you must remain continuously employed by Kodak   until at least the third (3rd) anniversary of the date of your commencement   of employment by Kodak.  Thus, except   as provided in Subsection (D) below, if your employment terminates for any   reason, whether voluntarily or involuntarily, prior to the third (3rd)   anniversary of the date of your commencement of employment, you will forfeit   all of the amounts, including interest, credited to your phantom cash balance   account.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
D.
  	
  
Termination.  Notwithstanding Subsection (C) above, if   Kodak terminates your employment prior to the third (3rd) anniversary of the   commencement of your employment and, as a result, you receive the benefits   under the section entitled “Severance Benefits” below, you will be entitled   to receive the then current balance in your phantom cash balance account, if   any, plus a pro rata portion of the $100,000 that would otherwise have been   credited to your account had you remained employed until the next anniversary   of the commencement of employment.    The pro rata portion will be determined by multiplying $100,000 by the   following fraction:
  






	
  (A)
  
	
  


  
	
  
365
  






	
  
 
  	
  
 
  	
  
For purposes of this fraction, “A” will be the total   number of days that have elapsed since your last anniversary of the   commencement of employment of service with Kodak occurring immediately prior   to your termination of employment.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
E.
  	
  
Payment.  The amount of the enhanced retirement   benefit, if any, payable to you under Subsection (B) will: (i) be paid in any   of the permissible payment forms available under the cash balance benefit of   KRIP; (ii) be paid out of Kodak’s general assets, not under KRIP; (iii) not be   funded in any manner; (iv) be included in your gross income as ordinary   income, subject to all income and payroll tax withholding required to be made   under all applicable laws; and (v) not be grossed up or be given any other   special tax treatment by Kodak.  In   the event of your death, any amount remaining in your cash balance account   will be paid to your estate.
  



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Mr. James Langley
 August 12, 2003

	
  
 
  	
  
F.
  	
  
Employee   Benefit Plan.  To   the extent the terms of this enhanced retirement benefit constitute an   “employee benefit plan” under Section 3(3) of the Employee Retirement Income   Security Act of 1974 (“ERISA”), the Vice President, Eastman Kodak Company and   Director, Human Resources will be the plan administrator of the plan.  The plan administrator will have total and   exclusive responsibility to control, operate, manage and administer the plan   in accordance with its terms and all the authority that may be necessary or   helpful to enable him/her to discharge his/her responsibilities with respect   to the plan.  Without limiting the   generality of the preceding sentence, the plan administrator shall have the   exclusive right to: interpret the plan, decide all questions concerning   eligibility for and the amount of benefits payable under the plan, construe   any ambiguous provision of the plan, correct any
default, supply any   omission, reconcile any inconsistency, and decide all questions arising in   the administration, interpretation and application of the plan.  The plan administrator will have full   discretionary authority in all matters related to the discharge of his/her   responsibilities and the exercise of his/her authority under the plan,   including, without limitation, his/her construction of the terms of the plan   and his/her determination of eligibility for benefits under the plan.  It is the intent of the plan, as well as   both parties hereto, that the decisions of the plan administrator and his/her   action with respect to the plan shall be final and binding upon all persons   having or claiming to have any right or interest in or under the plan and   that no such decision or actions shall be modified upon judicial review   unless such decision or action is proven to be arbitrary or capricious.
  



Relocation


You relocation from Idaho to Rochester, NY will be covered under the Company’s Enhanced New Hire Relocation Program (the “Relocation Program”).  Enclosed is a summary of this Program.  One of the features of the Program is a Mortgage Interest Subsidy (“MIS”) whereby Kodak will protect you for two (2) years if your new first mortgage interest rate is more than 1.1% higher than the rate on your existing first mortgage.  The Mortgage Interest Subsidy will be calculated based on the difference, if any, between (x) the rate of interest on your new first mortgage, and (y) the rate on your existing first mortgage plus one percent.  MIS is paid annually in the form of a lump sum payment subject to all applicable income and payroll tax withholdings.  


You may request to be relocated back to Idaho from Rochester, NY upon the occurrence of any of the following events by providing Kodak written notice of your request not later than six (6) months following the date of your termination of employment: (1) Kodak’s termination of your employment without Cause; (2) your termination of employment for Good Reason; or (3) your voluntary termination of employment following the third anniversary of the date of your commencement of employment.  In any of these events, the benefits under the Relocation Program will be included in your gross income as ordinary income, subject to all income and payroll tax withholding required to be made under all applicable laws and not be grossed up or be given any other special tax treatment by Kodak.


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Mr. James Langley
 August 12, 2003


Temporary Housing


To assist you in finding a permanent residence in the Rochester, NY area, Kodak agrees to reimburse you for your temporary housing expenses.  More specifically, for up to a four (4) month period commencing on your first day of employment, Kodak agrees to reimburse you for your temporary housing expenses up to a maximum dollar amount of $2,500 per month.  These expenses must be incurred for temporary housing in the Rochester, NY area.  Proper documentation of these expenses will be required in accordance with the terms of Kodak’s relocation program.  To the extent you are subject to Federal or state income tax on these expense reimbursements, Kodak will “gross-up” the reimbursements so that after such taxes are incurred by you, you shall receive a net payment equal to the amount of the expense.  The amount of any such “gross-up” will not be included in the calculation of the $2,500 per month limit.


Air Travel


After the commencement of your employment, Kodak agrees to reimburse you for the air travel expenses you incur in traveling back and forth between Rochester, NY and Eagle, Idaho until such time as you relocate to Rochester.  In order to be eligible for reimbursement, the air travel must be coach class, not exceed in the aggregate $20,000 and be incurred prior to the earlier of the date of your relocation to Rochester or the fourth month anniversary of the date of your commencement of employment.  Proper documentation of these expenses will be required in accordance with the terms of Kodak’s relocation program.  To the extent you are subject to Federal or state income tax on these expense reimbursements, Kodak will “gross-up” the reimbursements so that after such taxes are incurred by you, you shall receive a net payment equal to the amount of the expense.  The amount of any such “gross-up” will not be included in the
calculation of the $20,000 limit.


Severance Benefits

	
  
 
  	
  
A.
  	
  
In   General.  Kodak will   pay you, subject to your satisfaction of the terms of this section, a severance   allowance equal to one (1) times your then-current annual total target   compensation (base salary plus target award under EXCEL) if either of the   following events occurs prior to the third anniversary of the date of your   commencement of employment: (1) Kodak terminates your employment for reasons   other than Cause or “Disability,” as defined below; or (2) you voluntarily   terminate your employment due to a material adverse change in your position   within Kodak which is not remedied by Kodak within 10 days of its receipt of   written notice from you specifying the nature of the material adverse change   in your position.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
This severance allowance will be paid to you in lieu   of any other severance benefit, payment or allowance that you would otherwise   be eligible for, except any benefits payable to you under Kodak’s Termination   Allowance Plan (“TAP”) or any successor plan thereto.  To the extent, however, you are eligible   for a severance benefit under TAP (or any successor plan), the benefits   payable to you under this section shall be reduced by the amount of such   severance benefit.  In no event will   any of this severance allowance be “benefits bearing.”  Kodak will withhold from this severance   allowance all income, payroll and employment taxes required by applicable law   or regulation to be withheld.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
In the event you breach any of the terms of the   Eastman Kodak Company Employees’ Agreement or the Agreement, Waiver and   Release, both described below, in addition to and not in lieu of, any other   remedies that Kodak may pursue against you, no further severance allowance   payments will be made to your pursuant to this section and you agree to   immediately repay to Kodak all moneys previously paid to you pursuant to this   section.
  



page 8 of 12











Mr. James Langley
 August 12, 2003

	
  
 
  	
  
B.
  	
  
Agreement,   Waiver and Release.    In order to receive the severance allowance described in this section,   you must execute immediately prior to your termination of employment a   waiver, general release and covenant not to sue in favor of Kodak (the   “Agreement, Waiver and Release”), in a form satisfactory to the Vice   President and Director, Human Resources, of Kodak.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
C.
  	
  
Cause.   For purposes of this letter, “Cause” shall mean:
  





	
   
  	
  
 
  	
  
i.
  	
  
your continued failure, for a period of at least 30   calendar days following a written warning, to perform your duties in a manner   deemed satisfactory by your supervisor, in the exercise of his/her sole   discretion; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
ii.
  	
  
your failure to follow a lawful written directive of   the Chief Executive Officer or your supervisor; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
iii.
  	
  
your willful violation of any material rule,   regulation, or policy that may be established from time to time for the   conduct of Kodak’s business; provided, however, that for the purposes of   determining whether conduct constitutes willful violation, no act on your   part shall be considered “willful” unless it is done by you in bad faith and   without reasonable belief that your action was in the best interests of   Kodak;; or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
iv.
  	
  
your unlawful possession, use or sale of narcotics   or other controlled substances, or, performing job duties while illegally   used controlled substances are present in your system; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
v.
  	
  
any act of omission or commission by you in the   scope of your employment (a) which results in the assessment of a civil or   criminal penalty against you or Kodak, or (b) which in the reasonable   judgment of your 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.
  	
  
your conviction of or plea of guilty or no contest   to any crime involving moral turpitude; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
vii.
  	
  
any willful misrepresentation of a material fact to,   or willful concealment of a material fact from, your supervisor or any other   person in Kodak to whom you have a reporting relationship in any capacity;   provided, however, that for the purposes of determining whether conduct   constitutes willful misrepresentation or concealment, no act on your part   shall be considered “willful” unless it is done by you in bad faith and   without reasonable belief that your action was in the best interests of   Kodak; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
viii.
  	
  
your breach of Kodak’s Business Conduct Guide, the   Eastman Kodak Company Employee’s Agreement or similar guide or agreement of a   prior employer.
  





	
  
 
  	
  
D.
  	
  
Disability.  For purposes of this letter, the term   “Disability” means disability under the terms of the Kodak Long-Term   Disability Plan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
E.
  	
  
Good   Reason.  For   purposes of this letter, the term “Good Reason” shall mean, without your   consent:
  




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Mr. James Langley
 August 12, 2003

	
   
  	
  
 
  	
  
i.
  	
  
Any action by Kodak or its employees which results   in a material diminution in your position, authority, duties, or   responsibilities, excluding any action which is remedied by Kodak within   fifteen (15) days after receipt of written notice given by you specifying the   nature of the material diminution of your position, authority, duties or   responsibilities;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
ii.
  	
  
Kodak requiring you to relocate to a principal place   of employment outside of the continental United States; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
iii.
  	
  
Any failure by Kodak to comply with any of the   provisions in this agreement other than an isolated and inadvertent failure   not committed in bad faith and which is remedied by Kodak with ten (10) days   after receipt of notice given by you.
  



Employment Preconditions


This conditional offer of employment is subject to the following conditions and may be withdrawn by Kodak due to your inability to satisfy any one or more of these conditions.  By signing this letter, you agree and acknowledge that Kodak may perform the activities contemplated below in order to verify the conditions.

	
  
 
  	
  
Physical   Exam and Drug Test.    You are required to complete a physical examination and drug screen   before this offer and your acceptance become final.  This will be at Kodak’s expense.  This offer is contingent upon a negative drug screen urinalysis   test result.  Additional information   will be sent to you under separate cover from our medical group.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
INS.  Kodak is required by Immigration and   Naturalization Service and Federal Law to verify identity and authorization   to work of all prospective employees.    Enclosed is an Employment Eligibility Verification Form I-9 that   outlines the details of these requirements.    Inability to comply with these requirements will cause rescission of   this conditional offer.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Past   Employment, Social Security Number, Criminal, Education, Credit History, etc.  Kodak will verify your past employment   history and your social security number and conduct a check of your   education, credit history, and criminal convictions records.  This offer is contingent upon these   verifications and checks being acceptable to Kodak.  Italix Decision Systems (IDS) of 800 W. Maple Street, Hartville,   OH 44632 has been engaged by Kodak to conduct the verifications and   checks.  Attached is the Consent and   Authorization form that authorize Kodak to conduct these verifications and   checks.
  
	
   
  	
  
 
  
	
  
 
  	
  
Reference   Evaluation.  Kodak   will conduct a check of your references.    This offer is contingent upon this reference check being acceptable to   Kodak.
  




Confidential Information


It is important that the relationship between you and Kodak be established at the outset so as to enable you to properly safeguard confidential information that you may have acquired from your previous employer(s).  “Confidential Information” is defined as information proprietary to a previous employer which is generally secret and which you learned while employed with that employer.


By accepting this conditional offer, you represent to Kodak that your obligations regarding the Confidential Information will not impede your ability to perform the duties and responsibilities required by virtue of your position with Kodak.


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Mr. James Langley
 August 12, 2003


During your employment with Kodak, we would expect that you will keep in mind the Confidential Information and inform us if you believe that any duties or responsibilities to which you are assigned will involve its use or disclosure.  I am available at any time to discuss questions that might arise in this regard.  All such discussions you may have with me or anyone else at Kodak in this regard should refer to the Confidential Information only in general terms so as to avoid disclosure of the information you believe to be confidential.


Employee’s Agreement


Attached is a copy of the Eastman Kodak Company’s Executive Employee’s Agreement (“Employee’s Agreement”).  All employees are required to sign an Employee’s Agreement as a precondition of employment.  If you accept this offer letter, please sign and date the Employee’s Agreement and return it along with this signed offer letter.


No Conflicts of Interest


By signing this letter, you represent that you are not subject to any restrictions, particularly, but without limitation, in connection with any previous employment, which prevent you from entering into and performing your obligations under this offer letter or which materially and adversely affect (or may in the future, so far as you can reasonably foresee, materially affect), your right to participate in the affairs of Kodak.


Miscellaneous


By accepting this conditional offer of employment, you agree and acknowledge that this offer letter contains the entire understanding between Kodak and yourself with respect to your employment and supersedes all previous written or oral negotiations, commitments, and agreements with respect to such subject matter.  


You are expected to devote your best efforts and all of your business time to the affairs of Kodak.  You may, however, engage in any charitable, civic and community activities, provided, however, such activity(ies) does (do) not materially interfere with your duties and responsibilities.


Please also keep in mind that, regardless of any provision contained in this letter to the contrary, your employment at Kodak is “at will”.  That is, you will be free to terminate your employment at any time, for any reason, and Kodak is free to do the same.  


You agree to keep the existence of this letter confidential except that you may review it with your financial advisor, accountant, attorney or spouse/partner and with me or my designee.  Prior to any such disclosure, you agree to advise these individuals of the confidential nature of this letter agreement and the facts giving rise to it as well as their obligations to maintain the confidentiality of this letter agreement and the facts giving rise to it.


If any portion of this letter is deemed to be void or unenforceable by a court of competent jurisdiction, the remaining portions will remain in full force and effect to the maximum extent allowed by law.  The parties intend and desire that each portion of this letter be given the maximum possible effect by law.


This letter, and its interpretation and application, will be governed and controlled by the laws of the State of New York without giving effect to principles of conflicts of laws.


* * * *


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Mr. James Langley
 August 12, 2003

	
 
	

Please respond to this conditional offer
of employment by the close of business on August 14, 2003 if you find it
acceptable.  Please acknowledge this by signing your name on the signature
line provided and returning the signed original of this letter along with the
signed enclosed Employee’s Agreement and the Consent and Authorization form
directly to me.





Please feel free to contact me at 585-724-4573 if you have any questions.

	
  
 
  	
  
Sincerely,
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Michael P. Morley
  
	
  
 
  	
  
Chief Administrative Officer and Executive Vice   President, 
  
	
   
  	
  
Eastman Kodak Company
  






MPM:llh

	
  
Signature:
  	
  
 
  	
  
 
  	
  
Date:
  	
  
________________________
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
James Langley
  	
  
 
  	
  
 
  	
  
 
  



Social Security Number:     ______________________________

Birthdate:     __________________________________________

Langley4.doc

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