exhibit1010.htm


    
       

      
        
        

      

      
         


        
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Administrative Guide 

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    Exhibit
(10.10)

    


    Administrative
Guide

     for
_______________, 20__ Restricted Stock Unit (RSU) Grant under the

    2005
Omnibus Long-Term Compensation Plan

    


    


    
      
        	
                ARTICLE
      1.    
PURPOSE

              


      

    

     

    
      
        	
                1.1    
      Background

              


      

    

     

    Under
Article 10 (Restricted Stock Awards) of the 2005 Omnibus Long-Term Compensation
(the “Plan”), the Executive Compensation and Development Compensation Committee
of Kodak’s Board of Directors (the “Committee”) may, among other things, award
Restricted Stock Unit Awards to those Participants as the Committee in its
discretion may determine, subject to such terms, conditions and restrictions as
it deems appropriate.

     

    
      
        	
                1.2    
      Purpose

              


      

    

     

    The
purpose of this Administrative Guide is to evidence the Committee’s __________,
20__ grant of Restricted Stock Unit Awards under Article 10 of the 2005 Omnibus
Long-Term Compensation Plan.

     

    1.3    
Administration

     

    This
Administrative Guide will be administered by the Committee.  The
Committee is authorized to issue this Administrative Guide and to make changes
in this Administrative Guide as it from time to time deems proper. The Committee
is authorized to interpret and construe this Administrative Guide, to prescribe,
amend, and rescind rules and regulations relating to it, and to make all other
determinations necessary, appropriate or advisable for the administration of
it.  If there are any inconsistencies between the terms of this
Administrative Guide and the terms of the Plan, the terms of the Plan will
control.  Any determination by the Committee in carrying out,
administering or construing this Administrative Guide will be final and binding
for all purposes and upon all interested persons and their heirs, successors and
personal representatives.  Notwithstanding any provision herein to the
contrary, the Committee shall not make any change to this Administrative Guide
that would cause the Restricted Stock Unit Awards granted hereunder to violate
the requirements of Section 409A.  Notwithstanding any provision
herein to the contrary, the Company's Chief Human Resources Officer is
authorized to round fractional shares arising in any way under this
Administrative Guide either up or down with respect to any or all Participants,
for ease of administration or any other reasonable purpose.

     


    
      
         


      

      
         


        
        

      

      
         


        
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    ARTICLE
2.     DEFINITIONS

     

    All
capitalized terms used in this Administrative Guide, other than those set forth
in this Article 2 or defined within another Article of this Administrative
Guide, will have the same meaning for purposes of this document as that ascribed
under the terms of the Plan.

     

    2.1    
Approved Reason

     

    “Approved
Reason” means, with regard to all Participants other than a Participant who is
subject to Section 16 of the Exchange Act or a Covered Employee, a reason for
terminating employment which, in the opinion of the Chief Executive Officer of
Kodak, is in the best interests of the Company.  With regard to a
Participant who is subject to Section 16 of the Exchange Act or who is a Covered
Employee, “Approved Reason” means a reason for terminating employment which, in
the opinion of the Committee, is in the best interests of the
Company.

     

    2.2    
Award Payment Date

     

    “Award
Payment Date” is the date payment of an Award in the form of shares of Common
Stock is credited to the Participant Account with Kodak’s transfer agent
pursuant to Article 9.

     

    2.3     Grant Date


     

    “Grant
Date” shall mean __________, 20__, the date that Restricted Stock Units are
awarded to Participants.

     

    2.4    
Joint Venture

     

    “Joint
Venture” means a corporation or other business entity in which the Company has
an ownership interest of fifty percent (50%) or more.

     

    
      
        	
                2.5     
      Participant Account

              


      

    

     

    “Participant
Account” means the account established by the Company for each Participant who
is granted an Award under this Administrative Guide to record and account for
the Units granted to him or her and any other Units that are to be credited to
the Participant’s Participant Account pursuant to Article 7, until such time as
the balance in the Participant Account is paid, canceled, forfeited or
terminated as the case may be.

     

    
      
        	
                2.6     
      Section 409A

              


      

    

     

    “Section
409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations promulgated and other official guidance issued
thereunder.

     


    
      
         


      

      
         


        
        

      

      
         


        
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    2.7    
Unit

     

    “Unit”
means a bookkeeping entry used by the Company to record and account for the
Award granted to a Participant and any dividend equivalents or stock dividends
that are to be credited to the Participant’s Participant Account pursuant to
Article 7 until such time as the balance in the Participant Account is paid,
canceled, forfeited, or terminated, as the case may be.  Units are
expressed in terms of one Unit being the equivalent of one share of Common
Stock.

     

    2.8    
Vesting Date

     

    “Vesting
Date” shall mean the date on which the restrictions on a Unit will lapse, which,
unless the Unit is forfeited sooner, shall be upon the expiration of the Unit’s
Restriction Period.

     

    ARTICLE
3.     FORM AND TERMS OF AWARDS

     

    
      
        	
                3.1    
      Form of Award

              


      

    

     

    Except as noted below,
all of the Awards granted under this Administrative Guide will be in the
form of Restricted Stock Unit Awards.  Each Award granted under this
Administrative Guide will be expressed as a fixed number of Units that will be
equivalent to an equal number of shares of Common Stock.  Article 6
establishes the restriction that will apply to the Awards.

     

    In those
countries where: (i) the grant of Restricted Stock Unit Awards is illegal; (ii)
compliance with applicable legal or regulatory requirements is significantly
onerous; or (iii) the tax consequences of the Restricted Stock Unit Award to
either the Participant or Kodak are more onerous than those that would apply
were the Award to be granted to a U.S. citizen residing in the United States,
the Chief Executive Officer of Kodak may, in the exercise of his sole
discretion, either grant Awards in alternative form or forms or modify an Award
to include additional or different terms or conditions; provided, however, that
any modified or alternative form of Award shall either be exempt from or comply
with Section 409A.

     

    
      
        	
                3.2     
      Terms of Awards

              


      

    

     

    Any Award
issued under this Administrative Guide will be subject to the terms, conditions,
restrictions, and limitations contained in this Administrative Guide and the
Plan.

     

    
      
        	
                ARTICLE
      4.     PARTICIPANT
ACCOUNT

              


      

    

     

    
      
      

    

    4.1      
In General 

     

    The
Company will establish a Participant Account for each Participant who is granted
an Award under this Administrative Guide.  The maintenance of
individual Participant Accounts is for bookkeeping purposes only; the Units
recorded in the account are not actual shares of Common Stock.  The
Company will not reserve or otherwise set aside any Common Stock for or to any
Participant Account.  A Participant will not have the right to
exercise any of the rights or privileges of a shareholder with respect to the
Units credited to his or her Participant Account.

     


    
      
         


      

      
         


        
        

      

      
         


        
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                4.2     
      Procedure for Crediting
Awards

              


      

    

     

    Effective
as of the Grant Date, Kodak will credit to each Participant’s Participant
Account the number of Units granted to the Participant under this Administrative
Guide.

     

    
      
        	
                ARTICLE
      5.    
PARTICIPATION

              


      

    

     

    
      
        	
                5.1      Participants

              


      

    

     

    The
Committee grants Awards under this Administrative Guide to each Section 16
Officer of Kodak.  Exhibit A, attached hereto, sets forth the size of
the Awards granted by the Committee to each Section 16 Officer of
Kodak.

     

    The Chief
Executive Officer of Kodak grants Awards under this Administrative Guide to all
other Participants, which include executives who, as of the Grant Date, are
either employed by Kodak globally in wage grades 48 and higher or are selected
senior-level executives employed by Kodak Subsidiaries.  Exhibit B,
attached hereto, sets forth the size of Awards granted by the Chief Executive
Officer of Kodak to such Participants.

     

    5.2     
New Participants

     

    No person
may become eligible to receive Awards under this Administrative Guide after the
Grant Date, whether as a result of a job change or otherwise.

     

    
      
        	
                ARTICLE
      6.    
RESTRICTIONS

              


      

    

     

    
      
        	
                6.1     
      Restriction Period

              


      

    

     

    The Award
will be subject to a three-year “Restriction Period.”  The Restriction
Period of a Participant’s Award will begin on _________, 20__ and, except as
otherwise provided by Article 8, lapse on _______, 20__.

     

    6.2     
Restriction Requirements

     

    A
Participant must remain continuously employed by the Company throughout the
Restriction Period in order to receive his or her Units that are subject to that
Restriction Period, including, but not limited to, any Units that are credited
to the Participant’s Participant Account under Article 7.  Thus,
except as set forth in Article 8, if the Participant’s employment terminates for
any reason, whether voluntarily or involuntarily, during the Restriction Period,
the Participant will immediately forfeit all of the Units subject to that
Restriction Period, including, but not limited to, any Units that are credited
to the Participant’s Participant Account under Article 7.

     


    
      
         


      

      
         


        
        

      

      
         


        
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    6.3     
Lapse of Restrictions

     

    The
restrictions on a Unit will, unless the Unit is forfeited sooner and except as
otherwise provided by Article 8, lapse upon the expiration of the Unit’s
Restriction Period.

     

    
      
        	
                ARTICLE
      7.     DIVIDEND EQUIVALENTS, STOCK DIVIDENDS AND
      ADJUSTMENT TO UNITS

              


      

    

     

    7.1     
Dividend Equivalents

     

    Effective
as of the payment date for each cash dividend on the Common Stock, additional
Units will be credited to the Participant Account of each Participant who has a
balance in his or her Participant Account on the record date for such dividend.
The number of Units that will be credited to the Participant Account of such a
Participant will be computed by multiplying the dollar value of the dividend
paid upon a single share of Common Stock by the number of Units held in the
Participant's Participant Account on the record date for such dividend and
dividing the product thereof by the Fair Market Value of the Common Stock on the
payment date for such dividend.  Each additional Unit credited to the
Participant’s Participant Account pursuant to this section will be subject to
the same restrictions under Article 6 above as the underlying Unit which
resulted in the crediting of such additional Unit to the Participant’s
Participant Account.

     

    7.2     
Stock Dividends

     

    Effective
as of the payment date for each stock dividend (as defined in Section 305
of the Code) on the Common Stock, additional Units will be credited to the
Participant Account of each Participant who has a balance in his or her
Participant Account on the record date for such dividend.  The number
of Units that will be credited to the Participant Account of such a Participant
will equal the number of shares of Common Stock which the Participant would have
received as stock dividends had the Participant been the owner on the record
date for such stock dividend of the number of shares of Common Stock equal to
the number of Units credited to the Participant’s Participant Account on such
record date.  To the extent the Participant would have also received
cash, in lieu of fractional shares of Common Stock, had the Participant been the
record owner of such shares for such stock dividend, then his or her Participant
Account will also be credited with that number of Units, or fractions thereof,
equal to such cash amount divided by the Fair Market Value of the Common Stock
on the payment date for such dividend.  Each additional Unit credited
to the Participant’s Participant Account pursuant to this section will be
subject to the same restrictions under Article 6 above as the underlying Unit
which resulted in the crediting of such additional Unit to the Participant’s
Participant Account.

     


    
      
         


      

      
         


        
        

      

      
         


        
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    7.3     
Adjustment to Units

     

    The
Restricted Stock Unit Awards and the Units credited to a Participant’s
Participant Account, if any, may be adjusted by the Committee pursuant to
Section 6.2 of the Plan upon the occurrence of the events described therein.
Each additional Unit credited to the Participant’s Participant Account pursuant
to this section, if any, will be subject to the same restrictions under Article
6 above as the underlying Unit which resulted in the crediting of such
additional Unit to the Participant’s Participant Account.

     

    ARTICLE
8.      SEPARATION FROM SERVICE

     

    
      
        	
                8.1       
      In General

              


      

    

     

    
      
        	
                In
      the event a Participant terminates employment for any reason other than
      death, Disability, Retirement, separation due to an Approved Reason,
      divestiture to a Joint Venture, or divestiture to an unrelated third party
      during the Restriction Period, the Participant will, effective on the date
      of the Participant’s separation from service, forfeit all of the Units
      then held in his or her Participant
Account.

              


      

    

     

     8.2        Death
or Disability 

     

    
      
        	
                If
      a Participant’s employment terminates by reason of death or Disability
      after ________, 20__ but prior to the Vesting Date, and if such
      Participant was an active employee as of ____________, 20___, the Units
      then held in the Participant’s Participant Account will not be forfeited
      by reason of such termination. The Restriction Period on such Units will
      terminate and the restrictions will lapse, both as of the date of death or
      Disability, and be paid, subject to Article 10, in accordance with Article
      9.

              


      

    

     

     8.3      
Separation from Service for an Approved Reason or Retirement

     

    Notwithstanding
any provision contained in this Article 8 to the contrary, if a Participant’s
employment with the Company ceases for an Approved Reason or Retirement after
_____________, 20___ but prior to the Vesting Date, such Participant shall be
entitled to receive an Award under the terms of this Administrative
Guide.  The Restriction Period on such Units will terminate and the
restrictions will lapse, both as of the date of separation from service, and be
paid, subject to Article 10, in accordance with Article 9.

     

    8.4  
     Divestiture to a Kodak Joint Venture

     

    Notwithstanding
any provision contained in this Article 8 to the contrary, if after
____________, 20___ but prior to the Vesting Date, a Participant’s employment
with the Company ceases as a result of the Company’s sale or other disposition
to a Joint Venture of a business or functional group such Participant will be
entitled to receive an Award, provided that (a) his or her employment with the
Company ceases after ___________, 20__, and (b) such Participant is employed by
either the Company or such Joint Venture at all times through the Vesting
Date.  Such Award will be paid, subject to Article 10, in accordance
with Article 9.

     


    
      
         


      

      
         


        
        

      

      
         


        
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    If either
of the conditions (a) or (b) set forth in the prior paragraph are not met, a
Participant whose employment with the Company ceases at any time prior to the
Vesting Date as a result of the Company’s sale or other disposition to a Joint
Venture of a business or functional unit is no longer eligible for an Award and,
consequently, will forfeit any and all rights to receive an Award.

     

    8.5     
Divestiture to an Unrelated Third Party

     

    Notwithstanding
any provision contained in this Article 8 to the contrary, if after
____________, 20___ but prior to the Vesting Date, a Participant’s employment
with the

     

    Company
ceases as a result of the Company’s sale or other disposition of a business or
functional unit to a corporation or other business entity in which the Company
has no ownership interest, such Participant will be entitled to receive an
Award, provided that his or her employment with the Company ceases after
____________, 20__.  Such Award will be paid, subject to Article 10,
in accordance with Article 9.

     

    A
Participant whose employment with the Company ceases at any time prior to
____________, 20__ as a result of the Company’s sale or other disposition of a
business or functional group to a corporation or other business entity in which
the Company has no ownership interest, is no longer eligible for an Award and,
consequently, will forfeit any and all rights to receive an Award.

     

    
      
        	
                ARTICLE
      9.      ISSUANCE OF SHARES OF COMMON
      STOCK

              


      

    

     

    When the
restrictions on a Participant’s Units lapse upon expiration of the Restriction
Period, Kodak will subtract from the Participant's Participant Account the
number of Units that are withheld for taxes under Article 10
below.  Thereafter, with respect to the remaining Units, Kodak will,
(a) in the event of the death or Disability of a Participant, within 90 days of
the date of the Participant’s death or Disability, and (b) in all other events,
on or after ____________, 20___, but no later than 90 days
thereafter:  (i) instruct its stock transfer agent to reflect, in an
account for the benefit of the Participant on the books of the stock transfer
agent, that number of shares of Common Stock equal in number to the amount of
such Units; and (ii) deduct such number of Units from the Participant’s
Participant Account.  Upon the Participant’s request, the transfer
agent will deliver to the Participant a stock certificate for the remaining
number of shares held in the Participant’s account by the stock transfer
agent.

     


    
      
         


      

      
         


        
        

      

      
         


        
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    ARTICLE
10.     WITHHOLDING

     

    Kodak
will pay the taxes required to be withheld upon the lapse of the 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 minimum taxes required
by law 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 Units.

     

    ARTICLE
11.     MISCELLANEOUS

     

    
      
        	
                11.1     
      Compliance with Laws

              


      

    

     

    The
obligations of Kodak pursuant hereto are subject to compliance with all
applicable governmental laws, regulations, rules and administrative actions,
including, but not limited to, the Securities Act of 1933, as amended, and the
Exchange Act, and all rules promulgated thereunder.

     

    11.2     
Amendment

     

    The
Committee, or any person to whom the Committee has delegated the requisite
authority, may, at any time and from time to time, amend this Administrative
Guide in any manner.  Notwithstanding the foregoing, neither the
Committee, nor any person to whom the Committee has delegated the requisite
authority, shall amend this Administrative Guide in a manner that would cause
the Restricted Stock Unit Awards granted thereunder to violate the requirements
of Section 409A.

     

    11.3     
Participant’s Rights Unsecured

     

    The
amounts payable under this Administrative Guide shall be unfunded, and the right
of any Participant or his or her estate to receive payment under this
Administrative Guide shall be an unsecured claim against the general assets of
the Company.  No Participant shall have the right to exercise any of
the rights or privileges of a shareholder with respect to the Units credited to
his or her Participant Account.

     

    11.4     
No Guarantee of Tax Consequences

     

    No person
connected with this Administrative Guide in any capacity, including, but not
limited to, Kodak, 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 Awards or
that such tax treatment will apply to or be available to a Participant on
account of participation in this Administrative Guide.

     


    
      
         


      

      
         


        
        

      

      
         


        
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    11.5     
Section 409A Compliance

     

    The
Awards described in this Administrative Guide are intended to comply with the
requirements of Section 409A, and this Administrative Guide shall be interpreted
and administered consistent with such intention, and in accordance with the
Eastman Kodak Company Policy Regarding Section 409A Compliance.

     

    11.6     
Headings

     

    The
headings of the Sections of this Administrative Guide 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 this Administrative
Guide.

     

    11.7      Applicable
Law

     

    This
Administrative Guide will be governed and construed in accordance with the laws
of the State of New York, except as superseded by applicable federal law,
without giving effect to its conflicts of law provisions.

     

    11.8     
Impact on Benefits

     

    The
Awards (either at the date of their grant or at the time they vest) will not be
includible as compensation or earnings for purposes of any benefit or
compensation plan offered by the Company.

     

    
      
        	
                11.9     
      Transferability

              


      

    

     

    
      	
              TheAwards
      will not in any manner be subject to alienation, anticipation, sale,
      transfer, assignment, pledge or
encumbrance.

            


    

     

    11.10   
 No Right to Continued Employment

     

    A
Participant’s receipt of an Award under this Administrative Guide does not give
the Participant any right to remain in the employ of Kodak or any
Subsidiary.  Kodak or, in the case of employment with a Subsidiary,
the Subsidiary, reserves the right to terminate any employee at any
time.

     

    
      
        	
                12
               Effect of Administrative
      Guide

              


      

    

     

    This
Administrative Guide, including its reference to the Plan and the Award
notification letter, 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.

     

    
      
        
          	
                  13
              Award Notification
      Letter

                


        

      

       

      Each
Award granted under this Administrative Guide will be evidenced by an Award
notification letter issued by Kodak.  To the extent there are any
inconsistencies between the terms of any such Award notification letter and this
Administrative Guide, the terms of this Administrative Guide will control
unless, however, such inconsistency is attributable to a term or condition
contemplated pursuant to Section 5.2 of the Plan.

       

      *****