exhibit1024.htm


    Exhibit
(10.24)

    December
9, 2008

    


    


    


    Mr.
Antonio M. Perez

    Chairman
and Chief Executive Officer

    Eastman
Kodak Company

    343 State
Street

    Rochester,
NY 14650

    


    Re:           Second
Amendment to March 3, 2003 Letter Agreement

    


    Dear
Antonio:

    


    By way of
a letter agreement dated March 3, 2003 (the “Agreement”), Eastman Kodak Company
(“Kodak”) and you agreed to certain terms regarding your
employment.  Certain terms of the Agreement were changed by the letter
to you from Timothy M. Donahue dated May 10, 2005 on behalf of the
Executive Compensation and Development Committee of the Kodak Board of Directors
in connection with your election by the Board as Chief Executive Officer,
effective June 1, 2005, and reflected in the First Amendment to the Agreement
dated February 27, 2007.  The purpose of this letter is to amend the
Agreement as set forth herein, for such consideration as the parties acknowledge
is mutually sufficient, for the purpose of complying with certain requirements
of Section 409A of the Internal Revenue Code.  Any defined term used
in this letter agreement, unless otherwise defined herein, will have the same
meaning as that ascribed to it under the Agreement.  This letter
supersedes the Agreement (as amended) to the extent inconsistent
therewith.

     

     1.           Supplemental
Enhanced Pension Benefit

     

    A.           The
following paragraph will replace the second paragraph in Section 13(C) of the
Agreement:

    


    Provided,
however, in the event of termination as a result of your death, your spouse or
beneficiary will be entitled to a survivor benefit calculated as set forth in
Section 13(E) below, using the service crediting set forth in the prior
paragraph and subject to the offset set forth in Section 13(D).  By
way of clarification, your survivors are not eligible for the post-retirement
survivor income benefit which is provided under our life insurance plans for a
specified grandfathered population.


    
      
         


      

      
         


        
        

      

      
         


        
          Mr.
Antonio M. Perez

          December
9, 2008

          


          


        

      

    


    B.           Section
13(E) of the Agreement is hereby amended in its entirety to read as
follows:

    


    
      	
               
      

            	
              E.

            	
              Payment.  The
      amount of the supplemental enhanced retirement benefit, if any, payable to
      you or your beneficiary under this Section 13 will be paid in the form set
      forth below.  Such amount shall (i) be paid out of Kodak’s
      general assets, not under KRIP; (ii) not be funded in any manner; (iii) be
      included in the gross income of you or your beneficiary as ordinary
      income, subject to all income and payroll tax withholding required to be
      made under all applicable laws; and (iv) not be grossed up or be given any
      other special tax treatment by Kodak.  For purposes of
      calculating any benefits, you will be considered a pre-1996 lump-sum
      eligible hire who has attained age 65, all benefits under this Agreement
      will be treated as post-1995 accrued benefits, and the actuarial
      assumptions used will be those in effect under KRIP with respect to the
      Annuity Starting Date (as defined under
KRIP).

            


    

    


    
      	
               
      

            	
              I.

            	
              Form of Payment to
      You.  Your supplemental enhanced pension benefit will be
      paid in a single lump sum within 90 days following the six-month
      anniversary of your termination of employment from Kodak.  If
      you die after separation from service but before expiration of the
      six-month waiting period, payment of your supplemental enhanced pension
      benefit will be made to your estate within 90 days following the date of
      your death, and no survivor benefits will be paid under paragraph
      (II).

            


    

    


    
      	
               
      

            	
              II.

            	
              Form of Payment to Your
      Beneficiary.  The survivor benefit attributable to your
      supplemental enhanced pension benefit hereunder will be paid in the form
      of a lump sum that, in the case of your surviving spouse who would qualify
      to select between the Pre-retirement Survivor Income Benefit or a
      qualified pre-retirement survivor annuity under Section 10.02 of KRIP if
      you were a participant in traditional KRIP, is actuarially equivalent to
      the greater of (i) an annuity that would be calculated under the formula
      for the Pre-retirement Survivor Income Benefit set forth in Section 10.02
      of KRIP, or (ii) a qualified pre-retirement survivor annuity as calculated
      pursuant to Section 10.02(h) of KRIP, and if you have no surviving spouse
      who would qualify for a benefit under Section 10.02 of KRIP but have a
      beneficiary who would be entitled to a Pre-retirement Survivor Income
      Benefit if you were a participant in traditional KRIP, is actuarially
      equivalent to an annuity that would be calculated under the formula for
      the Pre-retirement Survivor Income Benefit set forth in Section 10.02
      of

            


    


    
      
        
           

          page 2 of
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          Mr.
Antonio M. Perez

          December
9, 2008

          


          


        

      

    


    
      	
               
      

            	
              KRIP
      with payment to be made to the person(s) who would receive the first
      monthly payment of the Pre-retirement Survivor Income Benefit or the
      qualified pre-retirement survivor annuity (if greater).  If no
      such person(s) exist(s), no survivor benefits will be
  paid.

            


    

    


     

     2.           Stock
Options

     

    In order
to clarify and ensure compliance with Section 409A, Section 14(A)(V) is amended
to read as follows:

    


    
      	
               
      

            	
              V.

            	
              any
      outstanding stock option award at the time of your death will become fully
      vested and your estate or, in the event of an assignment of your stock
      option award, your transferee will have the right to exercise any such
      award for the remainder of the full original term of the option (but no
      longer than ten years);

            


    

    


    Also,
Section 14(B)(VII) is amended to read as follows:

    


    
      	
                             
      VII.

            	
              any
      stock option award, other than the stock option award described in Section
      7, outstanding for at least one year at the time of your termination of
      employment and, if the award is unvested at the time of your termination,
      it will continue to vest per its terms as if you continued your employment
      through each vesting date and, once vested, you will have the right to
      exercise the award for the remainder of its original term (but no longer
      than ten years) unless they are forfeited sooner pursuant to their terms
      relating to inimical conduct or breach of Employee’s
    Agreement

            


    

    


    Furthermore,
Section 14(C)(VI) is amended to read as follows:

    


    
      	
               
      

            	
              VI.

            	
              sixty
      days (or through the expiration of the option’s original term, if earlier)
      in which to exercise any vested stock option held by you on the date of
      your termination of employment unless such stock option is forfeited by
      its terms as a result of the circumstances resulting in your termination
      for Cause;

            


    

    


    Section
14(D)(VII) is amended to read as follows:

    


    
      	
                              VII.

            	
              any
      stock option award, other than the stock option award described in Section
      7, outstanding at the time of your termination of employment and, if the
      award is unvested at the time of your termination, it will continue to
      vest per its terms as if you continued your employment through each
      vesting date and, once vested, you will have the right to exercie the
      

            


    


    
      
        
           

          page 3 of
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          Mr.
Antonio M. Perez

          December
9, 2008

          


          


        

      

    


    
      	
               
      

            	
              award
      for the remainder of its original term (but no longer than ten years)
      unless they are forfeited sooner pursuant to their terms relating to
      inimical conduct or breach of Employee’s
  Agreement;

            


    

    


    Finally,
Section 14(E)(VII) is amended to read as follows:

    


    
      	
                              
      VII.

            	
              any
      stock option award, other than the stock option award described in Section
      7, outstanding at the time of your termination of employment and, if the
      award is unvested at the time of your termination, it will continue to
      vest per its terms as if you continued your employment through each
      vesting date and, once vested, you will have the right to exercise the
      award for the remainder of its original term (but no longer than ten
      years) unless they are forfeited sooner pursuant to their terms relating
      to inimical conduct or breach of Employee’s
  Agreement;

            


    

    


    In
addition, Section 14(F)(VIII) is amended to read as follows:

    


    
      	
                              
      VIII.

            	
              sixty
      days (or through the expiration of the option’s original term, if earlier)
      in which to exercise any other vested stock option held by you on the date
      of your termination of employment;

            


    

     

     3.           Severance
Allowance

     

    Section
14(D) (Termination Without Cause) and Section 14(E) (Good Reason) provide for
payment of a severance allowance in the event that Kodak terminates your
employment without Cause, or you terminate your employment for Good
Reason.  Since this severance allowance is subject to Section 409A,
paragraph II of both Section 14(D) and Section 14(E) is amended to delete the
phrase “on the date of your termination of employment” and replace it with “in
accordance with the six-month waiting period that Kodak requires for certain
executive employees as a result of Internal Revenue Code Section 409A, six
months after your termination of employment, at which time payments will
commence on the bi-weekly schedule and continue for the two (2) year
period;”

    


    Furthermore,
Section 14(G) is amended to read as follows:

    


    
      	
               
      

            	
              G.

            	
              Exclusivity of Severance
      Allowance.  The severance allowance payable to you under
      this Section 14 will be paid to you in lieu of any other severance,
      termination, or separation pay or benefit to which you may otherwise be
      entitled, except any benefits payable to you under any Kodak severance
      plan.  To the extent, however, you are eligible for a benefit
      under a Kodak severance plan, the severance allowance payable to you under
      this Section 14 will be reduced by the amount of
  such

            


    


    
      
        
           

          page 4 of
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          Mr.
Antonio M. Perez

          December
9, 2008

          


          


        

      

    


    
      	
               
      

            	
              severance
      benefit.  You acknowledge that pursuant to Section 409A of the
      Internal Revenue Code, any benefit provided to you under a Kodak severance
      plan may be required to be paid at the time and in the form prescribed for
      the severance allowance hereunder (notwithstanding the terms of the
      applicable plan), but that otherwise, benefits under a Kodak severance
      plan will be paid in the form provided thereunder and will not be
      controlled by the terms of this
Agreement.

            


    

     

     4.           Financial
Counseling Benefits

     

    


    Sections
14(A)(VIII), B(XI), D(XV), and E(XV) state that Kodak will provide you with
services under Kodak’s financial counseling program for the two year period
immediately following the date of your termination of employment.

    


    Section
14(A)(VIII) is amended to read as follows:

    


    
      	
               
      

            	
              VIII.

            	
              services
      for your spouse or estate under Kodak’s financial counseling program for
      the two year period immediately following the date of your death, with all
      reimbursements for services to be completed no later than the end of the
      taxable year following the taxable year in which the expense was
      incurred;

            


    

    


    Sections
14(B)(XI), D(XV), and E(XV) are amended to read as follows:

    


    services
under Kodak’s financial counseling program for the two year period immediately
following the date of your termination of employment, provided that during the
six-month waiting period that Kodak requires for certain executive employees as
a result of Internal Revenue Code Section 409A, you will be required to pay for
any services provided prior to that six-month anniversary at the time such
services are rendered and Kodak will reimburse you upon receipt from you of
proper documentation, as soon as administratively practicable after the six
month waiting period has expired; and further provided that all reimbursements
for services will be completed no later than the end of the taxable year
following the taxable year in which the expense was incurred;

    


    The sixth
paragraph of Section 16 is amended to read as follows:

    


    Our
executives are provided with individual financial counseling services through
one of three companies.  You may, in lieu thereof, choose to continue
using your current financial counselor for such services and we will reimburse
you for the cost of these services; subject, however, to a maximum reimbursement
of $6,000 per taxable year.  You will be immediately eligible for this
benefit.  If you


    
      
        
           

          page 5 of 
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          Mr.
Antonio M. Perez

          December
9, 2008

          


          


        

      

    


    elect to
utilize your own financial planner, reimbursement claims must be submitted in a
timely manner and reimbursement must be completed by the end of the taxable year
after the taxable year in which the expense is incurred.  This benefit
will cease upon termination of employment except as otherwise provided under the
terms of Kodak’s financial counseling services program or Section
14.

     

     5.           Miscellaneous

     

    Section
29 of the Agreement is hereby amended to revise the paragraphs added to the end
of such Section by the First Amendment to read as follow:

    


    The
arrangements described in this letter agreement are intended to comply with
Section 409A of the Internal Revenue Code to the extent such arrangements are
subject to that law, and shall be interpreted and administered
accordingly.  The parties agree that they will negotiate in good faith
regarding amendments necessary to bring the arrangements into compliance with
the terms of that Section or an exemption therefrom as interpreted by guidance
issued by the Internal Revenue Service; provided, however, that Kodak may
unilaterally amend this Agreement for purposes of such compliance if, in its
sole discretion, Kodak determines that such amendment would not have a material
adverse effect with respect to your rights under the Agreement.  The
parties further agree that to the extent an arrangement described in this letter
fails to qualify for exemption from or satisfy the requirements of Section 409A,
the affected arrangement may be operated in compliance with Section 409A pending
amendment to the extent authorized by the Internal Revenue
Service.  In such circumstances Kodak will administer the letter in a
manner which adheres as closely as possible to the existing terms and intent of
the letter while complying with Section 409A.  This paragraph does not
restrict Kodak’s rights (including, without limitation, the right to amend or
terminate) with respect to arrangements described in this letter to the extent
such rights are reserved under the terms of such arrangements.

    


    By
signing this Agreement you agree that the Company has not provided you with
advice regarding the tax treatment of any of the benefits or payments provided
hereunder.  In particular, you hereby acknowledge that Kodak makes no
representations with respect to the tax consequences of the compensation
arrangements described in this Agreement under Section 409A of the Internal
Revenue Code of 1986, as amended, or administrative guidance
thereunder.

    


    To the
extent that the terms of this Agreement relate to a compensation or benefit
plan, such terms are subject to the provisions of the applicable governing
documents (such as plan documents, administrative guides and award notices),
which are subject to change.


    
      
        
           

          page 6 of
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          Mr.
Antonio M. Perez

          December
9, 2008

          


          


        

      

    


    Except as
otherwise provided herein, the benefits described in this Agreement will be
administered by the Kodak employee with the title Director of Human Resources
for Kodak ("Administrator"), in accordance with the terms of this
Agreement.  The Administrator will have total and exclusive
responsibility to control, operate, manage and administer the Agreement in
accordance with its terms and all the authority that may be necessary or helpful
to enable him or her to discharge his or her responsibilities with respect to
such benefits.  Without limiting the generality of the preceding
sentence, the Administrator will have the exclusive right to: interpret this
Agreement, decide all questions concerning eligibility for and the amount of
benefits payable under this Agreement (including, without limitation, whether
Kodak has offered you a reasonably comparable position for purposes of this
Agreement), construe any ambiguous provision of the this Agreement, correct any
default, supply any omission, reconcile any inconsistency, and decide all
questions arising in the administration, interpretation and application of this
Agreement.  The Administrator will have full discretionary authority
in all matters related to the discharge of his or her responsibilities and the
exercise of his or her authority under this Agreement, including, without
limitation, his or her construction of the terms of this Agreement and his or
her determination of eligibility for benefits under this
Agreement.  It is the intent of this Agreement, as well as both
parties hereto, that the decisions of the Administrator and his or her actions
with respect to this Agreement will be final and binding upon all persons having
or claiming to have any right or interest in or under this Agreement 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.

     

     6.           Remaining
Terms of the Agreement

     

    All of
the remaining terms of the Agreement, as amended by the First Amendment, to the
extent that they are not inconsistent with this letter agreement, will remain in
full force and effect, without amendment or modification.

    


    Your
signature below means that:

    


    
      	
               
      

            	
              1.

            	
              You
      have had ample opportunity to discuss the terms and conditions of this
      letter agreement with an attorney and/or financial advisor of your choice
      and as a result fully understand its terms and conditions;
    and

            


    

    


    
      	
               
      

            	
              2.

            	
              You
      accept the terms and conditions set forth in this letter agreement;
      and

            


    

    


    
      	
               
      

            	
              3.

            	
              This
      letter agreement supersedes and replaces any and all agreements or
      understandings, whether written or oral, that you may have had with the
      Company concerning the matters discussed
herein.

            


    


    
      
        
           

          page 7of
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          Mr.
Antonio M. Perez

          December
9, 2008

          


          


        

      

    


    
      
        	
                If
      you find the foregoing acceptable, please sign your name on the signature
      line provided below.  Once the letter agreement is executed,
      please return it directly to my
attention.

              


      

    

    


    Very truly yours,

    


    


                                                            /s/
Richard S. Braddock

    


    Richard S. Braddock

    Chairman,

    Executive Compensation and Development
Committee

    


    RSB:gjg

    


    


    


    I accept
the terms and conditions of this letter agreement.

    


    


    Signed:                      /s/ Antonio M.
Perez                                                                           

         Antonio M.
Perez

    


    Dated:                                                      

    


    


    


    



    
      
        
           

          page 8 of
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