EX-10.3



 Exhibit 10.3 

CONFIDENTIAL 
 EASTMAN
KODAK COMPANY 
 2013 OMNIBUS INCENTIVE PLAN 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

This Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of restricted stock units
(“RSUs”) by the Company under the Eastman Kodak Company 2013 Omnibus Incentive Plan (the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan. 

 

							
	 Name of Grantee:
	  	[Director Name] (the “Grantee”)	  
		
	 Grant Date:
	  	December 31, 2013	  
		
	 Number of RSUs:
	  	 [Insert RSU Amount]
  

In the event of a corporate event or transaction involving the Company, the number of RSUs subject to this Award shall be adjusted pursuant to Article 14 of
the Plan.
	   
 

   

			
	Vesting Schedule	  	 Vesting Date
	  	Percentage Vesting	 
		  	January 1, 2015	  	 	331/3%	  
		  	January 1, 2016	  	 	331/3%	  
		  	January 1, 2017	  	 	331/3%	  
		
		  	The RSUs will only vest if the Grantee continuously serves on the Board from the Grant Date through the applicable Vesting Date, and except as otherwise provided by this Award Agreement, any unvested RSUs will be
forfeited upon any termination of service.	    
		
	 Death; Approved Reason
	  	 In the event of the death of the Grantee or the termination of the Grantee’s service for an Approved Reason, any unvested
RSUs as of the date of such death or termination shall become immediately vested and the Vesting Date for purposes of the Delivery Date (below) shall be the date of the Grantee’s death or termination for an Approved Reason.

 
 For purposes of this Award Agreement, “Approved Reason” means a reason for
terminating Board membership with the Company which, in the opinion of the Committee, is in the best interests of the Company.
	      
 

    

		
	 Grantee Rights
	  	The Grantee shall not have the right to exercise any of the rights or privileges of a shareholder with respect to the shares of Common Stock underlying the RSUs, whether or not vested, until such shares are actually
issued to the Grantee.	    









					
		
	 Dividend Equivalent Rights
	  	 This Award shall include dividend equivalent rights pursuant to Article 10 of the Plan. In the event of the payment of any
cash dividend on the Company’s Common Stock with a record date occurring after the Grant Date but before a Vesting Date, the number of unvested RSUs subject to this Award will be credited with additional RSUs subject to the terms of this Award
Agreement and to the applicable vesting requirements of the RSUs on which such dividend equivalent rights are paid. The number of RSUs that shall be credited shall be computed by multiplying the dollar value of the dividend paid upon a single share
of Common Stock by the number of RSUs on the record date for such dividend and dividing the product thereof by the Fair Market Value of the Common Stock on the payment date for such dividend.

 
 In the event of the payment of any stock dividend on the Company’s Common Stock with
a record date occurring after the Grant Date but before a Vesting Date, the number of RSUs subject to this Award will be adjusted pursuant to the terms of the Plan, with any additional RSUs from such an adjustment subject to the terms of this Award
Agreement and to the applicable vesting requirements of the RSUs on which such adjustment is made.
  

For the avoidance of doubt, if the Grantee makes a timely election to defer payment of the RSUs pursuant to a Company plan that allows for such deferral, the
adjustment, if any, for a cash dividend paid on the Company’s Common Stock with a record date occurring after a Vesting Date shall be made pursuant to the terms of the applicable Company plan under which the payment of the RSUs was
deferred.

		
	 Delivery Date
	  	 Within 30 days after the applicable Vesting Date, but in no event later than March 15 of the calendar year immediately
following the calendar year in which the RSUs are no longer subject to a substantial risk of forfeiture for Section 409A purposes, the Company shall issue to the Grantee one Share (or, at the election of the Company, cash equal to the Fair Market
Value thereof) for each RSU that vests on such date.
  
 Notwithstanding the foregoing, if
the Grantee make a timely election to defer payment of the RSUs pursuant to a Company plan that allows for such deferral, then on the date that payment of the RSUs would otherwise have been made to the Grantee, the Company shall instead credit the
shares that otherwise would have been paid to the Grantee on such date to a bookkeeping account maintained under the applicable Company plan and payment shall from the Company plan will be made in accordance with its terms.

		
	 Transferability
	  	The RSUs will not in any manner be subject to alteration, anticipation, sale, transfer, assignment, pledge or encumbrance.


  
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	 Continued Service
	  	The Grantee’s receipt of this Award does not give the Grantee a right to remain in the service of the Company or as a member of the Board.
		
	 Grantee’s Rights Unsecured
	  	The RSUs under this Award Agreement shall be unfunded, and the right of the Grantee to receive payment under this Award Agreement shall be an unsecured claim against the general assets of the Company.
		
	 Section 409A
	  	 The RSUs described in this Award Agreement are intended to be exempt from Section 409A under the short-term deferral exception
thereto, and this Award Agreement shall be interpreted and administered consistent with such intention, and in accordance with Eastman Kodak Company’s Policy Regarding Section 409A Compliance. The Company may unilaterally amend this Award
Agreement for purposes of compliance if, in its sole discretion, the Company determines that such amendment would not have a material adverse effect with respect to the Grantee’s rights under this Award Agreement.

 
 Notwithstanding the foregoing, no person connected with the Plan or this Award Agreement
in any capacity, including, but not limited to, Kodak and its 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 RSUs or any shares of Common Stock issued pursuant thereto, or that such tax treatment will apply to or be available to the Grantee.

		
	 All Other Terms:
	  	The RSUs are subject to all other terms set forth in the Plan.
		
	 Plan Incorporation and Conflicting Terms
	  	The Plan is incorporated herein by reference, and, by accepting this Award, the Grantee agrees to be subject to the terms and conditions of the Plan. The Award Agreement and the Plan constitute the entire agreement
and understanding of the parties with respect to the RSUs. In the event of any conflict between this Award Agreement and the Plan, the terms of the Plan shall control unless the context indicates otherwise.


  
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