exhibit1022.htm


    Exhibit
(10.22)

    


    Kodak
Executive Protection Plan

    Effective
Date:  January 1, 2009

    As
Amended:  December 12, 2008

    No.
of Pages:  16 plus

    Exhibits
A, B, C, D, E

    


    


    


    


    Eastman
Kodak Company Executive Protection Plan

     

    Article                                                                                                                                                       
  Page

     

    ARTICLE
I.                             PURPOSE AND EFFECTIVE
DATE                                                      
  1

    ARTICLE
II.                            DEFINITIONS                                                                                           
  1

    ARTICLE
III.                           ELIGIBILITY                                                                                               
9

    ARTICLE
IV.                           PAYMENTS UPON TERMINATION OF
EMPLOYMENT               
10

    ARTICLE
V.                            FULL SETTLEMENT; NO
MITIGATION                                             
13

    ARTICLE
VI.                           REIMBURSEMENT OF
EXPENSES                                                      
13

    ARTICLE
VII.                         ADMINISTRATION                                                                      
           13

    ARTICLE
VIII.                        MISCELLANEOUS                                                                         
          14

    


    Exhibit
A     Tier 1 Employees

    Exhibit
B     Tier 2 Employees

    Exhibit
C     Tier 3 Employees

    Exhibit
D     Certain Additional Payments by the
Company

    Exhibit
E      Included Subsidiaries

    



    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
                
Kodak Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
1 

           

        

      

    


    


     ARTICLE
I.  PURPOSE AND EFFECTIVE DATE

    


    1.1           Purpose

    


    The
purpose of the Eastman Kodak Company Executive Protection Plan is to secure the
continued services of certain executives of the Eastman Kodak Company and its
subsidiaries and their continued dedication to their duties in the event of any
threat or occurrence of a Change in Control (as defined in Section
2.5).

    


    This Plan
is intended to comply with Section 409A of the Code, and all provisions herein
shall be interpreted and administered accordingly.  Without limitation
of the foregoing, this Plan will be interpreted and administered in accordance
with Eastman Kodak Company’s Policy Regarding Section 409A Compliance with
respect to benefits subject to Code section 409A.

    


    1.2           Effective
Date

    


    The Plan
originally became effective December 9, 1999.  The Plan was amended
effective January 1, 2009, to adopt changes that enable the Plan to comply with
Section 409A of the Code.

    


     

    ARTICLE
II.  DEFINITIONS

    


    2.1           Base
Salary

    


    "Base
Salary" means the highest annual rate of base salary payable by the Company to a
Participant during the 12-month period immediately prior to the Participant's
Date of Termination.

    


    2.2           Board

    


    "Board"
means the Board of Directors of Kodak or, in the event of a transaction
described in Section 2.5(c), the Board of Directors of the "Parent Company," as
defined in clause (1)(y) of such section.

    


    2.3           Bonus
Amount

    


    "Bonus
Amount" means the Participant's target bonus under the applicable Company annual
incentive compensation plan for the year in which the Date of Termination occurs
or, if greater, for the year in which the Change in Control
occurs.


    
      
         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
2

          


          


        

      

    


    2.4           Cause

    


    "Cause"
means:

    


    
      	
               
      

            	
              (a)

            	
              for
      Tier 1 Employees (1) the willful and continued failure of the Participant
      to perform substantially the Participant's duties with the Company (other
      than any such failure resulting from the Participant's incapacity due to
      physical or mental illness) after a written demand for substantial
      performance is delivered to the Participant by the Board which
      specifically identifies the manner in which the Board believes that the
      Participant has not substantially performed the Participant's duties, or
      (2) the willful engaging by the Participant in illegal conduct or gross
      misconduct which is demonstrably and materially injurious to the Company
      or its affiliates. For purposes of this paragraph, no act or failure to
      act by the Participant shall be considered "willful" unless done or
      omitted to be done by the Participant in bad faith and without reasonable
      belief that the Participant's action or omission was in the best interests
      of the Company or its affiliates. Any act, or failure to act, based upon
      authority given pursuant to a resolution duly adopted by the Board or
      based upon the advice of counsel for Kodak shall be conclusively presumed
      to be done, or omitted to be done, by the Participant in good faith and in
      the best interests of the Company. Cause shall not exist with respect to
      Tier 1 Employees who were Kodak's "named executive officers" (as defined
      in Item 402(a) of Regulation S-K under the Securities Exchange Act of 1934
      (the "Act")) for the last fiscal year of Kodak prior to a Change in
      Control unless and until Kodak has delivered to the Participant a copy of
      a resolution duly adopted by three-quarters (3/4) of the entire Board
      (excluding the Participant if the Participant is a Board member) at a
      meeting of the Board called and held for such purpose (after reasonable
      notice to the Participant and an opportunity for the Participant, together
      with counsel, to be heard before the Board), finding that in the good
      faith opinion of the Board an event set forth in clauses (1) or (2) has
      occurred and specifying the particulars thereof in detail;
    and

            


    

    


    
      	
               
      

            	
              (b)

            	
              for
      Tier 2 and Tier 3 Employees (1) the willful and continued failure of the
      Participant to perform substantially the Participant's duties with the
      Company (other than any such failure resulting from the Participant's
      incapacity due to physical or mental illness) after a written demand for
      substantial performance is delivered to the Participant by the Company
      which specifically identifies the manner in which the Company believes
      that the Participant has not substantially performed the Participant's
      duties, or (2) the willful engaging by the Participant in illegal conduct
      or gross misconduct which is demonstrably and materially injurious to the
      Company or its affiliates. For purpose of this paragraph, no act or
      failure to act by the Participant shall be considered "willful" unless
      done or omitted to be done by the Participant in bad faith
    and

            


    


    
      
         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
3

          


           

        

      

    


    
      	
               
      

            	
              without
      reasonable belief that the Participant's action or omission was in the
      best interests of the Company or its affiliates. Any act, or failure to
      act, based upon authority given pursuant to a resolution duly adopted by
      the Board or based upon the advice of counsel for Kodak shall be
      conclusively presumed to be done, or omitted to be done, by the
      Participant in good faith and in the best interests of the
      Company.

            


    

    


    2.5           Change
In Control

    


    "Change
in Control" means the occurrence of any one of the following
events:

    


    
      	
               
      

            	
              (a)

            	
              individuals
      who, on December 9, 1999, constitute the Board (the "Incumbent Directors")
      cease for any reason to constitute at least a majority of the Board,
      provided that any person becoming a director subsequent to December 9,
      1999, whose election or nomination for election was approved by a vote of
      at least two-thirds of the Incumbent Directors then on the Board (either
      by a specific vote or by approval of the proxy statement of Kodak in which
      such person is named as a nominee for director, without written objection
      to such nomination) shall be an Incumbent Director; provided, however, that
      no individual initially elected or nominated as a director of Kodak as a
      result of an actual or threatened election contest (as described in Rule
      14a-11 under the Act) ("Election Contest") or any other actual or
      threatened solicitation of proxies or consents by or on behalf of any
      "person" (as such term is defined in Section 3(a)(9) of the Act) other
      than the Board ("Proxy Contest"), including by reason of any agreement
      intended to avoid or settle any Election Contest or Proxy Contest, shall
      be deemed to be an Incumbent
Director;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      person is or becomes a "beneficial owner" (as defined in Rule 13d-3 under
      the Act), directly or indirectly, of securities of Kodak representing 25%
      or more of the combined voting power of Kodak's then outstanding
      securities eligible to vote for the election of the Board (the "Company
      Voting Securities"); provided, however, that
      the event described in this paragraph (b) shall not be deemed to be a
      Change in Control by virtue of any of the following acquisitions: (1) by
      Kodak or any Subsidiary, (2) by any employee benefit plan (or related
      trust) sponsored or maintained by the Company or any of its affiliates, or
      (3) by any underwriter temporarily holding securities pursuant to an
      offering of such securities;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      consummation of a merger, consolidation, statutory share exchange or
      similar form of corporate transaction involving Kodak or any of its
      Subsidiaries that requires the approval of Kodak's shareholders, whether
      for such transaction or the issuance of securities in the transaction (a
      "Reorganization"), or sale or other disposition of all or substantially
      all of

            


    


    
      
         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
4

          


        

      

    


    
      	
               
      

            	
              Kodak's
      assets to an entity that is not an affiliate of Kodak (a "Sale"), unless
      immediately following such Reorganization or Sale: (1) more than 60% of
      the total voting power of (x) the corporation resulting from such
      Reorganization or Sale (the "Surviving Company"), or (y) if applicable,
      the ultimate parent corporation that directly or indirectly has beneficial
      ownership of 100% of the voting securities eligible to elect directors of
      the Surviving Company (the "Parent Company"), is represented by Company
      Voting Securities that were outstanding immediately prior to such
      Reorganization or Sale (or, if applicable, is represented by shares into
      which such Company Voting Securities were converted pursuant to such
      Reorganization or Sale), and such voting power among the holders thereof
      is in substantially the same proportion as the voting power of such
      Company Voting Securities among the holders thereof immediately prior to
      the Reorganization or Sale, (2) no person (other than any employee benefit
      plan (or related trust) sponsored or maintained by the Surviving Company
      or the Parent Company), is or becomes the beneficial owner, directly or
      indirectly, of 25% or more of the total voting power of the outstanding
      voting securities eligible to elect directors of the Parent Company (or,
      if there is no Parent Company, the Surviving Company) and (3) at least a
      majority of the members of the board of directors of the Parent Company
      (or, if there is no Parent Company, the Surviving Company) following the
      consummation of the Reorganization or Sale were Incumbent Directors at the
      time of the Board's approval of the execution of the initial agreement
      providing for such Reorganization or Sale (any Reorganization or Sale
      which satisfies all of the criteria specified in (1), (2) and (3) above
      shall be deemed to be a "Non-Qualifying Transaction");
  or

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      shareholders of Kodak approve a plan of complete liquidation or
      dissolution of Kodak.

            


    

    


    Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
any person acquires beneficial ownership of more than 25% of the Company Voting
Securities as a result of the acquisition of Company Voting Securities by Kodak
which reduces the number of Company Voting Securities outstanding; provided that
if after such acquisition by Kodak such person becomes the beneficial owner of
additional Company Voting Securities that increases the percentage of
outstanding Company Voting Securities beneficially owned by such person, a
Change in Control shall then occur.

    


    For
purposes of Sections 3.2, 4.2 and 8.7, the Plan will be required to determine
whether a Change in Control also qualifies as a “change in the ownership or
effective control of the corporation, or in the ownership of a substantial
portion of the assets of the corporation” within the meaning of Sections
1.409A-3(a)(5) and 1.409A-3(i)(5) of the Treasury Regulations.


    
      
         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
5


          


        

      

    


    


    2.6           Code

    


    “Code”
means the Internal Revenue Code of 1986, as amended.

    


    2.7           Committee

    


    "Committee"
means the Executive Compensation and Development Committee of the Board or other
Board committee appointed by the Board.

    


    2.8           Company

    


    "Company"
means Kodak and the Subsidiaries.

    


    2.9           Date
of Termination

    


    "Date of
Termination" means the date on which the Participant's employment with the
Participant's Employer terminates.  The termination of employment must
qualify as a “separation from service” within the meaning of Code section 409A
(taking into account section 1.409A-1(h) of the Treasury Regulations and other
guidance of general applicability issued thereunder), administered in accordance
with Eastman Kodak Company’s Policy Regarding Section 409A Compliance, provided
that this Plan shall utilize a more-than-50% common control standard as
permitted by the Treasury regulations rather than the 80% rule normally applied
under the Policy.

    


    2.10         Employee

    


    "Employee"
means a regular, full-time employee in wage grade 48 or above or the equivalent
thereof of an Employer.

    


    2.11         Employer

    


    "Employer"
means Kodak or any Subsidiary that is participating in this Plan pursuant to
Section 8.1.

    


    2.12         Good
Reason

    


    "Good
Reason" means:

    


    
      	
               
      

            	
              (a)

            	
              for
      Tier 1 Employees, the occurrence of any of the following events within the
      two-year period following a Change in Control without the Participant's
      express written consent:

            


    


    
      
         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
6

          


          


        

      

    


     

    
      	
               
      

            	
              (1)

            	
              the
      assisnment of, or change in, the duties or responsibilities of the
      Participant that are not comparable in any adverse respect with the
      Participant's duties or responsibilities immediately prior to such Change
      in Control, other than a change in the Participant's titles or reporting
      relationship;

            


    

     

    
      	
               
      

            	
              (2)

            	
              a
      reduction in the Participant's Total Remuneration as in effect immediately
      prior to such Change in Control or as the same may be increased from time
      to time thereafter;

            


    

    


    
      	
               
      

            	
              (3)

            	
              a
      material reduction in the perquisites and fringe benefits provided to the
      Participant immediately prior to the Change in Control or as the same may
      be increased from time to time
thereafter;

            


    

    


    
      	
               
      

            	
              (4)

            	
              the
      failure of a successor to assume the terms, conditions and obligations of
      this Plan in accordance with Section 8.3;
or

            


    

    


    
      	
               
      

            	
              (5)

            	
              an
      amendment or termination of the Plan not permitted pursuant to Section
      8.2.

            


    

    


    An
isolated, insubstantial and inadvertent action taken in good faith and which is
remedied by the Company within seven (7) days after receipt of written notice
thereof given by the Participant to the Company shall not constitute Good
Reason. The Participant's right to terminate employment for Good Reason shall
not be affected by the Participant's incapacities due to mental or physical
illness and the Participant's continued employment shall not constitute consent
to, or a waiver of rights with respect to, any event or condition constituting
Good Reason; and

    


    
      	
               
      

            	
              (b)

            	
              for
      Tier 2 Employees, the occurrence of any of the following events within the
      two-year period following a Change in Control without the Participant's
      express written consent:

            


    

    


    
      	
               
      

            	
              (1)

            	
              the
      assignment of, or change in, the duties or responsibilities of the
      Participant that are not comparable in any adverse respect with the
      Participant's duties or responsibilities immediately prior to such Change
      in Control, other than a change in the Participant's titles or reporting
      relationship;

            


    

    


    
      	
               
      

            	
              (2)

            	
              a
      reduction in the Participant's Total Remuneration as in effect immediately
      prior to such Change in Control or as the same may be increased from time
      to time thereafter; or

            


    


    
      
         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
7


          


        

      

    


    
      	
               
      

            	
              (3)

            	
              reassignment
      of the Participant to a job that is not in the same geographic area as the
      Participant's job immediately prior to such Change in Control unless: (x)
      there is an agreement by the Participant, confirmed in an offer letter or
      other agreement, to reassignment; or (y) the Participant was in a position
      immediately prior to the Change in Control where periodic reassignment is
      standard practice;

            


    

    


    
      	
               
      

            	
              (4)

            	
              the
      failure of a successor to assume the terms, conditions and obligations of
      this Plan in accordance with Section 8.3;
or

            


    

    


    
      	
               
      

            	
              (5)

            	
              an
      amendment or termination of the Plan not permitted pursuant to Section
      8.2.

            


    

    


    An
isolated, insubstantial and inadvertent action taken in good faith and which is
remedied by the Company within seven (7) days after receipt of written notice
thereof given by the Participant shall not constitute Good
Reason.  The Participant's right to terminate employment for Good
Reason shall not be affected by the Participant's incapacities due to mental or
physical illness and the Participant's continued employment shall not constitute
consent to, or a waiver of rights with respect to, any event or condition
constituting Good Reason; and

    


    
      	
               
      

            	
              (c)

            	
              for
      Tier 3 Employees, the occurrence of any of the following events within the
      two-year period following a Change in Control without such Participant's
      express written consent:

            


    

    


    
      	
               
      

            	
              (1)

            	
              the
      assignment of duties to the Participant that are materially inconsistent
      with the duties of the position held by the Participant immediately prior
      to such Change in Control;

            


    

    


    
      	
               
      

            	
              (2)

            	
              a
      reduction in the Participant's Total Remuneration as in effect immediately
      prior to such Change in Control or as the same may be increased from time
      to time thereafter;

            


    

    


    
      	
               
      

            	
              (3)

            	
              reassignment
      of the Participant to a job that is not in the same geographic area as the
      Participant's job immediately prior to such Change in Control unless: (x)
      there is an agreement by the Participant, confirmed in an offer letter or
      other agreement, to reassignment; or (y) the Participant was in a position
      immediately prior to the Change in Control where periodic reassignment is
      standard practice;

            


    

    


    
      	
               
      

            	
              (4)

            	
              the
      failure of a successor to assume the terms, conditions and obligations of
      this Plan in accordance with Section 8.3;
or

            


    


    
      
         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
8


          


        

      

    


    


    
      	
               
      

            	
              (5)

            	
              an
      amendment or termination of the Plan not permitted pursuant to Section
      8.2.

            


    

    


    An
isolated, insubstantial and inadvertent action taken in good faith and which is
remedied by the Company within fourteen (14) days after receipt of written
notice thereof given by the Participant shall not constitute Good
Reason.  The Participant's right to terminate employment for Good
Reason shall not be affected by the Participant's incapacities due to mental or
physical illness and the Participant's continued employment shall not constitute
consent to, or a waiver of rights with respect to, any event or condition
constituting Good Reason.

    


    2.13         Kodak

    


    "Kodak"
means Eastman Kodak Company.

    


    2.14         Participant

    


    "Participant"
means, as applicable, a Tier 1 Employee, a Tier 2 Employee or a Tier 3
Employee.

    


    2.15         Plan

    


    "Plan"
means the Eastman Kodak Company Executive Protection Plan.

    


    2.16         Qualifying
Termination

    


    "Qualifying
Termination" means for all the Participants other than Kodak's Chief Executive
Officer and President: (a) a termination of the Participant's employment by the
Employer other than for Cause, or (b) a termination of the Participant's
employment by such Participant for Good Reason. In the case of Kodak's Chief
Executive Officer, "Qualifying Termination" means: (a) a termination of the
Chief Executive Officer's employment by the Employer other than for Cause, or
(b) a termination of the Chief Executive Officer's employment by the Chief
Executive Officer for Good Reason or (c) a voluntary termination of employment
by the Chief Executive Officer for any reason (or no reason at all) during the
30-day period commencing 23 months after the date of a Change in Control. In the
case of Kodak's President, "Qualifying Termination" means: (a) a termination of
the President's employment by the Employer other than for Cause, or (b) a
termination of the President's employment by the President for Good Reason or
(c) a voluntary termination of employment by the President for any reason (or no
reason at all) during the 30-day period commencing 23 months after the date of a
Change in Control. Termination of a Participant's employment on account of the
Participant's death or on account of the Participant's disability, as defined
under the Employer's long-term disability plan,


    
      
         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
9

          


          


        

      

    


    shall not
be treated as a Qualifying Termination.

    


    2.17         Subsidiary

    


    "Subsidiary"
means any corporation or other entity in which Kodak has a direct or indirect
ownership interest of more than 50% of the total combined voting power of the
then outstanding securities or interests of such corporation or other entity
entitled to vote generally in the election of directors or in which Kodak has
the right to receive more than 50% of the distribution of profits or more than
50% of the assets in liquidation or dissolution.

    


    2.18         Tier
1 Employee

    


    "Tier 1
Employee" means an Employee selected by the Committee and named on Exhibit
A.

    


    2.19         Tier
2 Employee

    


    "Tier 2
Employee" means an Employee selected by the Committee and named on Exhibit
B.

    


    2.20         Tier
3 Employee

    


    "Tier 3
Employee" means an Employee selected by the Committee and named on Exhibit
C.

    


    2.21         Total
Remuneration

    


    "Total
Remuneration" means the aggregate of the Participant's Base Salary, target
annual bonus compensation, target long-term bonus compensation and benefits and
coverage under all Company employee benefit plans.

    


     

    ARTICLE
III.  ELIGIBILITY

    


    3.1           In
General

    


    All Tier
1, Tier 2 and Tier 3 Employees participate in this Plan.


    
      
         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
10


          


        

      

    


    3.2           Termination
Prior to Change In Control

    


    If a
Participant ceases to be an Employee prior to a Change in Control, such
Participant shall have no further rights under this Plan; provided, however, that if (a)
such Participant's employment is terminated prior to a Change in Control for
reasons that would have constituted a Qualifying Termination if they had
occurred following a Change in Control; (b) such Participant reasonably
demonstrates that such termination (or Good Reason event) was in contemplation
of a Change In Control by a third party who had indicated an intention or taken
steps reasonably calculated to effect a Change in Control; (c) a Change in
Control involving such third party (or a party competing with such third party
to effectuate a Change in Control) does occur, and (d) the Change in Control
also qualifies as a “change in the ownership or effective control of the
corporation, or in the ownership of a substantial portion of the assets of the
corporation” within the meaning of Sections 1.409A-3(a)(5) and 1.409A-3(i)(5) of
the Treasury Regulations, then for purposes of this Plan, the date immediately
prior to the date of such termination of employment or event constituting Good
Reason shall be treated as a Change in Control with respect to such Participant
for purposes of determining the Participant’s entitlement to benefits hereunder.
The timing of payments and benefits to the Participant under Article 4, with
respect to a Participant described in the immediately preceding sentence, will
be determined by treating the date of the actual Change in Control as the
Employee's Date of Termination hereunder.

    


     

    ARTICLE
IV.  PAYMENTS UPON TERMINATION OF EMPLOYMENT

    


    4.1           In
General

    


    If during
the two-year period following a Change in Control the employment of a
Participant shall terminate, by reason of a Qualifying Termination, then the
Company shall provide to such Participant the benefits described in this Article
4.

    


    4.2           Accrued
Compensation

    


    To the
extent permitted by Section 409A of the Code, within fourteen (14) days
following a Participant's Date of Termination, the Company shall pay to such
Participant a lump-sum cash amount equal to the sum of (1) the Participant's
Base Salary (without regard to any reduction constituting Good Reason) through
the Date of Termination and any bonus awards that have been awarded, but are not
yet payable, (2) any accrued vacation or sick pay, and (3) any other accrued
compensation, in each case to the extent not theretofore paid.

    


    Notwithstanding
the foregoing, any payment hereunder that constitutes a benefit subject to
Section 409A of the Code shall be subject to the six-month waiting period
following separation from service that the Company requires for certain
executive employees as a result of Section


    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
11

          


        

      

    


    409A of
the Code (to the extent applicable to the Participant), and any payment
hereunder which is subject to Section 409A of the Code shall be paid as of its
originally scheduled date rather than in accordance with this Plan unless
permitted to be accelerated.  By way of clarification, a Section 409A
benefit may be accelerated pursuant to this Plan only to the extent that the
Change in Control preceding the Participant’s Date of Termination qualifies as a
“change in the ownership or effective control of the corporation, or in the
ownership of a substantial portion of the assets of the corporation” within the
meaning of Sections 1.409A-3(a)(5) and 1.409A-3(i)(5) of the Treasury
Regulations, and only to the extent that the documents governing such payment do
not contain a prohibition on acceleration in the event of such a change in the
ownership or effective control of the corporation, or in the ownership of a
substantial portion of the assets of the corporation.

    


    4.3           Severance

    


    Within
fourteen (14) days following the Participant's Date of Termination (or, if
applicable to a given Participant, within fourteen (14) days after the
expiration of the six-month waiting period following separation from service
that the Company requires for certain executive employees as a result of Section
409A of the Code), the Company shall pay to such Participant a lump-sum cash
amount, based upon the Participant's position (without regard to any change in
position following a Change in Control which would constitute Good Reason
hereunder) immediately prior to the Change in Control, equal to:

    


    
      	
               
      

            	
              (a)

            	
              for
      a Tier 1 Employee, three (3) times the sum of such Participant's Base
      Salary and Bonus Amount;

            


    

    


    
      	
               
      

            	
              (b)

            	
              for
      a Tier 2 Employee, two (2) times the sum of such Participant's Base Salary
      and Bonus Amount; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              for
      a Tier 3 Employee, the greater of the amounts described in (1) or (2)
      below:

            


    

    


    
      	
               
      

            	
              (1)

            	
              one
      (1) times the sum of such Participant's Base Salary and Bonus Amount;
      or

            


    

    


    
      	
               
      

            	
              (2)

            	
              for
      all Participants employed by Kodak, the termination allowance payable to
      such Participant under the Kodak Employee Protection Plan assuming such
      Participant were eligible for benefits under such plan, and for all other
      Participants, the termination allowance payable under any plan or program
      adopted by the Participant's Employer which is similar in purpose to the
      Kodak Employee Protection Plan.

            


    


    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
12

          


        

      

    


    
      
        	
                4.4

              	
                Continuation
      of Benefits

              


      

    

    


    For a
period commencing on the Date of Termination and continuing for twelve (12)
months thereafter the Company shall continue to provide the Participant and the
Participant's dependents with the same level of coverage under those of the
medical, dental, disability and life insurance plans as shall have been in
effect for such Participant (and dependents) immediately prior to the Date of
Termination and on the same terms and conditions as in effect immediately prior
to the Date of Termination (or, if more favorable to the Participant,
immediately prior to the Change in Control); except, however, no employee
contributions will be required for such coverages. If the Participant cannot
continue to participate in the plans of Kodak (or the Participant's Employer)
providing such benefits, the Company shall otherwise provide such benefits on
the same after-tax basis as if participation had continued. The twelve (12)
month period during which medical and dental coverage is provided to a
Participant under this Section 4.4 will not be considered part of the
"Continuation Period" for purposes of electing any COBRA continuation
coverage.

    


    Any
taxable benefits provided in accordance with this Section which are not exempt
from Section 409A of the Code will be provided by the end of the taxable year
following the taxable year in which the Participant incurred (or would have
incurred, but for this Section) the expense or premium payment obligation
covered under this Section, and any caps or limits on benefits which result in
benefits provided in one taxable year reducing those available in another
taxable year will apply only to the extent the expenses in question are medical
expenses permitted to be subject to caps of this kind under the Treasury
Regulations.  Although it is not anticipated that the six-month
waiting period will apply to these benefits in light of available exemptions,
the six-month waiting period will be imposed if required.  With
respect to any payments which qualify as tax gross-ups described in Section
1.409A-3(i)(1)(v) of the Treasury Regulations, payment shall be made no later
than the deadline stated in the Treasury Regulations for such
payments.

    


    4.5           Additional
Payments

    


    Payments
made to a Participant shall be subject to the additional payments of Exhibit D
hereto, if applicable.

    


    4.6           Withholding
Taxes

    


    The
Company will withhold from all payments due to a Participant (or the
Participant's beneficiary or estate) hereunder all taxes which, by applicable
federal, state, local or other law, Kodak or any Employer is required to
withhold therefrom.


    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
13

          


        

      

    


    
      
        	
                ARTICLE
      V.  FULL SETTLEMENT; NO
MITIGATION

              


      

    

     

    5.1           Full
Settlement

    


    The
Company's obligation to make the payments provided for in this Plan and
otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action which
the Company may have against the Participant or others.

    


    5.2           No
Mitigation

    


    In no
event shall the Participant be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Participant
under any of the provisions of this Plan and such amounts shall not be reduced
whether or not the Participant obtains other employment.

    


     

    ARTICLE
VI.  REIMBURSEMENT OF EXPENSES

    


    The
Company shall pay all legal fees and related expenses which a Participant may
reasonably incur in seeking to obtain or enforce any payment, benefit or right
provided by this Plan after a Change in Control, including any such fees and
expenses incurred in seeking advice with respect to the amount provided in
Exhibit D; provided, however, the Participant shall be required to repay any
such amounts to the Company to the extent that a court of competent jurisdiction
issues a final and non-appealable order setting forth the determination that the
position taken by the Participant was frivolous or advanced in bad
faith.  Such fees shall be paid by the Company as soon as
administratively practicable after the Participant submits reasonably acceptable
documentation that such fees have been incurred, and in any event no later than
the end of the Participant’s taxable year following the taxable year in which
such fees were incurred.    All fees eligible to be
reimbursed under this Article must be incurred during the Participant’s lifetime
or relate to a claim filed no later than one year after the Participant’s
death.

    


     

    ARTICLE
VII.  ADMINISTRATION

    


    The Plan
shall be administered by the Committee. Consistent with the requirements of
ERISA and the regulations thereunder of the Department of Labor, the Committee
shall provide adequate written notice to any Participant whose claim for
benefits under Article 4 has been denied, setting forth specific reasons for
such denial, written in a manner calculated
to be understood by such Participant, and affording such Participant a full and
fair review of the decision denying the claim.


    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
14

          


        

      

    


    ARTICLE
VIII.  MISCELLANEOUS

    


    8.1           Participating
Employers

    


    Each
Subsidiary set forth on Exhibit E hereto shall be deemed to be an Employer and
the provisions of this Plan shall be fully applicable to the Tier 2 and Tier 3
Employees of such Subsidiary.

    


    8.2           Termination
or Amendment of Plan

    


    The
Committee may amend or terminate this Plan at any time prior to a Change in
Control; provided, however, that except
as provided in Section 8.6 and except to the extent that Kodak’s counsel,
accountants or auditors identify such amendment or termination as necessary to
bring the Plan into compliance with applicable law and/or avoid the imposition
of penalties (including adverse tax consequences other than those addressed
under Exhibit D) on Participants, no such action which would adversely affect
the rights or potential rights of Participants shall be effective if taken
during the twelve (12) month period prior to a Change in Control. In no event
may the Plan be amended or terminated within the 24-month period following a
Change In Control, except to the extent Kodak’s counsel, accountants or auditors
identify such amendment or termination as necessary to bring the Plan into
compliance with applicable law and/or avoid the imposition of penalties
(including adverse tax consequences other than those addressed under Exhibit D)
on Participants.

    


    8.3           Successors

    


    
      	
               
      

            	
              (a)

            	
              This
      Plan shall not be terminated by any merger, consolidation, share exchange
      or similar event involving Kodak whether or not Kodak is the surviving or
      resulting entity. In the event of any merger, consolidation, share
      exchange or similar event, the provisions of this Plan shall be binding
      upon the surviving or resulting corporation or the person or entity to
      which such assets are transferred.

            


    

    


    
      	
               
      

            	
              (b)

            	
              This
      Plan shall inure to the benefit of and be enforceable by each
      Participant's personal or legal representatives, executors,
      administrators, successors, heirs, distributees, devisees and legatees. If
      a Participant shall die while any amounts are payable to the Participant
      hereunder (including any payments which may be owed under Article 4), all
      such amounts, unless otherwise provided herein, shall be paid in
      accordance with the terms of this Plan to such person or persons appointed
      in

            


    


    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
15

          


        

      

    


    
      	
               
      

            	
              writing
      by the Participant to receive such amounts or, if no person is so
      appointed, to such Participant's
estate.

            


    

    


    8.4           Governing
Law; Validity

    


    The
interpretation, construction and performance of this Plan, unless pre-empted by
the Employee Retirement Income Act of 1974, as amended ("ERISA"), shall be
governed by and construed and enforced in accordance with the laws of the State
of New York without regard to the principle of conflicts of laws. The invalidity
or unenforceability of any provision of this Plan shall not affect the validity
or enforceability of any other provision of this Plan, which other provisions
shall remain in full force and effect.

    


    8.5           Funding

    


    Neither
Kodak nor any Employer shall be required to fund or otherwise segregate assets
to be used for the payment of any benefits under the Plan. The Company shall
make such payments only out of its general corporate funds, and therefore its
obligation to make such payments shall be subject to any claims of its other
creditors having priority as to its assets.

    


    8.6           Pooling
of Interests

    


    Notwithstanding
anything contained herein to the contrary, if any provision of this Plan would,
in the opinion of the Committee, cause any business combination approved by the
Board to be ineligible for pooling-of-interests accounting treatment, the
Committee may amend such provision in a manner to make such treatment available
or terminate the Plan.

    


    8.7           Other
Severance Benefits

    


    Any
amounts payable to any Participant on account of the Participant's termination
of employment pursuant to (a) any other plan, policy or program of, or agreement
with, Kodak or another Employer (including, without limitation, the Kodak
Employee Protection Plan) or (b) any statute or governmental regulation shall be
offset against any payments made to such Participant pursuant to this Plan to
the extent necessary to avoid the duplication of benefits.  With
respect to benefits paid by Kodak or another Employer (or a plan sponsored by
Kodak or another Employer) rather than paid by a government agency, benefits
will be paid first under the Plan, with benefits under the other plans,
policies, programs or agreements reduced or eliminated as necessary to prevent
duplication, unless Section 409A requires that benefits be paid first under
another plan, in which case benefits under this Plan shall be reduced
accordingly.  For this purpose, the Plan will take into
account


    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Page
16

          


          


        

      

    


    rules
permitting alternate times and forms of payment within two years following a
“change in the ownership or effective control of the corporation, or in the
ownership
of a substantial portion of the assets of the corporation” within the meaning of
Sections 1.409A-3(a)(5) and 1.409A-3(i)(5) of the Treasury Regulations to the
extent such rules are applicable.  Benefits paid by a government
agency will be considered to be paid before benefits offered under this Plan or
any other plan, policy or program of, or agreement with, Kodak or another
Employer, unless otherwise required by law, and benefits paid under this Plan
will be reduced accordingly.


    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Exhibit
A

          


          


        

      

    


    Exhibit
A

    


    List of Tier 1
Employees

    


    CEO,
President, Executive Vice President(s), Senior Vice Presidents and direct
reports to CEO

    



    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Exhibit
B

          


          


        

      

    


    Exhibit
B

    


    List of Tier 2
Employees

    


    All other
corporate officers


    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Exhibit
C

          


          


        

      

    


    Exhibit
C

    


    List of Tier 3
Employees

    


    Up to all
other worldwide employees in wage grade 48 or above


    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Exhibit
D

          


          


        

      

    


    Exhibit
D

    


    Certain Additional Payments
by the Company

    


    


    
      	
               
      

            	
              (a)

            	
              Anything
      in this Plan to the contrary notwithstanding, in the event it shall be
      determined that any payment, award, benefit or distribution (or any
      acceleration of any payment, award, benefit or distribution) by the
      Company (or any of its affiliated entities) or any entity which
      effectuates a Change in Control (or any of its affiliated entities) to or
      for the benefit of a Participant (whether pursuant to the terms of this
      Plan or otherwise, but determined without regard to any additional
      payments required under this Exhibit D) (the "Payments") would be subject
      to the excise tax imposed by Section 4999 of the Code, or any interest or
      penalties are incurred by a Participant with respect to such excise tax
      (such excise tax, together with any such interest and penalties, are
      hereinafter collectively referred to as the "Excise Tax"), then the
      Company shall pay to such Participant an additional payment (a "Gross-Up
      Payment") in an amount such that after payment by the Participant of all
      taxes (including any Excise Tax) imposed upon the Gross-Up Payment, the
      Participant retains an amount of the Gross-Up Payment equal to the sum of
      (x) the Excise Tax imposed upon the Payments and (y) the product of any
      deductions disallowed because of the inclusion of the Gross-up Payment in
      the Participant's adjusted gross income and the highest applicable
      marginal rate of federal income taxation for the calendar year in which
      the Gross-up Payment is to be made. For purposes of determining the amount
      of the Gross-up Payment, the Participant shall be deemed to (i) pay
      federal income taxes at the highest marginal rates of federal income
      taxation for the calendar year in which the Gross-up Payment is to be
      made, (ii) pay applicable state and local income taxes at the highest
      marginal rate of taxation for the calendar year in which the Gross-up
      Payment is to be made, net of the maximum reduction in federal income
      taxes which could be obtained from deduction of such state and local taxes
      and (iii) have otherwise allowable deductions for federal income tax
      purposes at least equal to those which could be disallowed because of the
      inclusion of the Gross-up Payment in the Participant's adjusted gross
      income. Notwithstanding the foregoing provisions of this Exhibit D, if it
      shall be determined that the Participant is entitled to a Gross-Up
      Payment, but that the Payments would not be subject to the Excise Tax if
      the Payments were reduced by an amount that is less than 10% of the
      portion of the Payments that would be treated as "parachute payments"
      under Section 280G of the Code, then the amounts payable to the
      Participant under this Plan shall be reduced (but not below zero) to the
      maximum amount that could be paid to the Participant without giving rise
      to the Excise Tax (the "Safe Harbor Cap"), and no Gross-Up Payment shall
      be made to the Participant.  The reduction of the amounts payable
      hereunder, if applicable,

            


    


    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Exhibit
D

          


          


        

      

    


    
      	
               
      

            	
              shall
      be made by reducing first the payments under Section 4.3. For purposes of
      reducing the Payments to the Safe Harbor Cap, only amounts payable under
      this Plan (and no other Payments) shall be reduced. If the reduction of
      the amounts payable hereunder would not result in a reduction of the
      Payments to the Safe Harbor Cap, no amounts payable under this Plan shall
      be reduced pursuant to this
provision.

            


    

    


    
      	
               
      

            	
              (b)

            	
              All
      determinations required to be made under this Exhibit D, including whether
      and when a Gross-Up Payment is required, the amount of such Gross-Up
      Payment, the reduction of the Payments to the Safe Harbor Cap and the
      assumptions to be utilized in arriving at such determinations, shall be
      made by the public accounting firm that is retained by Kodak as of the
      date immediately prior to the Change in Control (the "Accounting Firm")
      which shall provide detailed supporting calculations both to the Company
      and the Participant within fifteen (15) business days of the receipt of
      notice from the Company or the Participant that there has been a Payment,
      or such earlier time as is requested by the Company (collectively, the
      "Determination"). In the event that the Accounting Firm is serving as
      accountant or auditor for the individual, entity or group effecting the
      Change in Control, the Participant may appoint another nationally
      recognized public accounting firm to make the determinations required
      hereunder (which accounting firm shall then be referred to as the
      Accounting Firm hereunder). All fees and expenses of the Accounting Firm
      shall be borne solely by the Company and the Company shall enter into any
      Agreement requested by the Accounting Firm in connection with the
      performance of the services hereunder. The Gross-up Payment with respect
      to any Payments shall be made no later than thirty (30) days following
      such Payment. If the Accounting Firm determines that no Excise Tax is
      payable by the Participant, it shall furnish the Participant with a
      written opinion to such effect, and to the effect that failure to report
      the Excise Tax, if any, on the Participant's applicable federal income tax
      return will not result in the imposition of a negligence or similar
      penalty. In the event the Accounting Firm determines that the Payments
      shall be reduced to the Safe Harbor Cap, it shall furnish the Participant
      with a written opinion to such effect. The Determination by the Accounting
      Firm shall be binding upon the Company and the Participant. As a result of
      the uncertainty in the application of Section 4999 of the Code at the time
      of the Determination, it is possible that Gross-Up Payments which will not
      have been made by the Company should have been made ("Underpayment") or
      Gross-up Payments are made by the Company which should not have been made
      ("Overpayment"), consistent with the calculations required to be made
      hereunder. In the event that the Participant thereafter is required to
      make payment of any Excise Tax or additional Excise Tax, the Accounting
      Firm shall determine the amount of the Underpayment that has occurred and
      any

            


    


    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Exhibit
D

          


          


        

      

    


    
      	
               
      

            	
              such
      Underpayment (together with interest at the rate provided in Section
      1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for
      the benefit of the Participant. In the event the amount of the Gross-up
      Payment exceeds the amount necessary to reimburse the Participant for the
      Participant's Excise Tax, the Accounting Firm shall determine the amount
      of the Overpayment that has been made and any such Overpayment (together
      with interest at the rate provided in Section 1274(b)(2) of the Code)
      shall be promptly paid by the Participant (to the extent he has received a
      refund if the applicable Excise Tax has been paid to the Internal Revenue
      Service) to or for the benefit of the Company.  The Participant
      shall cooperate, to the extent the Participant's expenses are reimbursed
      by the Company, with any reasonable requests by the Company in connection
      with any contests or disputes with the Internal Revenue Service in
      connection with the Excise Tax.  Without limitation of any
      provision requiring amounts to be paid more quickly, all amounts due under
      this Appendix must be paid no later than the end of the Employee’s taxable
      year following the taxable year in which the Employee paid the relevant
      taxes.

            


    


    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
          Kodak
Executive Protection Plan

          Effective
Date:  January 1, 2009

          As
Amended:  December 12, 2008

          Exhibit
E

          


          


        

      

    


    Exhibit
E

    


    Included
Subsidiaries

    


    


    Executive
Protection Plan2.doc