exhibit108.htm


    Exhibit
(10.8)

    


    Eastman
Kodak Company

    


    Administrative
Guide for the 2008 Performance Cycle

    of
the Leadership Stock Program

    under
Article 7 (Performance Awards) of the

    2005
Omnibus Long-Term Compensation Plan

    


    ARTICLE
1.  INTRODUCTION

    


    1.1           Background

    


    Under
Article 7 (Performance Awards) of the 2005 Omnibus Long-Term Compensation Plan
(the “Plan”), the Executive Compensation and Development Committee of Kodak’s
Board of Directors (the “Committee”) may, among other things, award the
opportunity to earn shares of Common Stock 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

    


    This
Administrative Guide governs the Committee’s grant of Awards under Article 7 of
the Plan pursuant to a subprogram that is hereinafter referred to as the
“Leadership Stock Program,” to be effective as of January 1, 2008, by which the
Committee will award the opportunity to earn shares of Common Stock for the
Cycle to eligible Participants described in Article 3, with the objectives of
improving the relationship between controllable performance and realized
compensation and enhancing the focus on operating goals.  It is
expected that improvement in these areas will have a corollary effect upon the
price of the Common Stock.  Unless otherwise noted in this
Administrative Guide or determined by the Committee, the terms of the Plan shall
apply to Awards granted under this Leadership Stock Program.

    


    In
addition, this Administrative Guide is intended to establish those requirements
necessary to ensure that the Cycle’s Awards will be treated as performance-based
compensation for the purposes of Section 162(m) of the Code.  These
requirements include establishment of the Cycle’s Performance Criteria,
performance goals under the Performance Criteria and Performance
Formula.

    


    1.3           Administration

    


    The
Leadership Stock Program shall 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 the


    
      
        
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    Leadership
Stock Program and this Administrative Guide, to prescribe, amend, and rescind
rules and regulations relating to each, and to make all other determinations
necessary, appropriate or advisable for the administration of the Leadership
Stock Program, including without limitation, whether or not to pay fractional
shares, whether and how to round fractional shares, and any issues regarding
valuation, withholding and international considerations.  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 the
Leadership Stock Program will be final and binding for all purposes and upon all
interested persons and their heirs, successors and personal
representatives.  The Committee is authorized to suspend or terminate
the Leadership Stock Program, at any time, for any reason, with or without prior
notice.  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 the Plan either up or down with respect to any or all
Participants, for ease of administration or some other reasonable
purpose.

    


    ARTICLE
2.  DEFINITIONS

    


    Any
defined term 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 to it
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 CEO, is in the best
interests of the Company.  With regard to a Participant who is subject
to Section 16 of the Exchange Act or 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’s account with Kodak’s transfer agent
pursuant to Section 9.3, which shall be as soon as is administratively
practicable after the Vesting Date, but in no event later than 90 days
thereafter.

    


     


    
      
        
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    2.3           Cycle


    “Cycle”
or “Performance Cycle” means the one-year period commencing on January 1, 2008
and ending December 31, 2008.

    


    2.4           
Total segment Earnings from Operations (EFO)

     

    Total EFO
means Total earnings of all the Company’s segments included within earnings from
continuing operations, before (a) restructuring/rationalization, (b) interest,
(c) other income and charges, and (d) income taxes

    Excludes
the EFO impact of acquisitions and new strategic alliances having an annualized
revenue of greater than $100M, along with the associated deal and integration
costs.

    


    


    2.5           Joint
Venture

    


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

    


    2.6           Participant
Account

    


    “Participant
Account” means the account established by the Company for each Participant who
is granted an Award under the Leadership Stock Program to record and account for
the grant of the Award and any dividend equivalents that are to be credited to
the Account pursuant to Article 10, until such time as the balance in the
Account is paid, canceled, forfeited or terminated, as the case may
be.

    


    2.7           Performance
Criteria

    


    “Performance
Criteria” means, with respect to the Leadership Stock Program, the criteria that
will be used to establish the Performance Goal for the Performance Cycle, as
described in Article 6.

    


    2.8           Performance
Cycle

    


    “Performance
Cycle” has the meaning specified in Section 2.3.

    


    2.9           Performance
Goals

    


    “Performance
Goals” means, with respect to the Performance Cycle of the Leadership Stock
Program, the goals based upon the Performance Criteria and established by the
Committee, as more particularly described in Article 6.

    



    
      
        
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      2.10                      Target
Allocation

    

     

    “Target
Allocation” means, for the Performance Cycle of the Leadership Stock Program,
the target allocation amount, expressed as a number of units of Common Stock,
allocated to a Participant prior to the start of the Performance Cycle pursuant
to Section 5.2.

    


    2.11                      Target
Allocation Range

    


    “Target
Allocation Range” has the meaning, for the Performance Cycle of the Leadership
Stock Program, set forth in Section 5.1.

    


    2.12                      Unit

    


    “Unit”
means a bookkeeping entry used by the Company to record and account for the
amount of an Award granted to a Participant and any dividend equivalents that
are to be credited to the Participant’s Account pursuant to Article 10, even
though such Award and dividend equivalents have not yet been earned, until such
time as the balance in the 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.

    


    2.13                      Vesting
Date

    


    “Vesting
Date” shall mean the date that is two (2) years following the end of the
Performance Cycle.

    


    


    ARTICLE
3.  PARTICIPATION

    


    3.1           In
General

    


    The
Participants who are eligible to participate in this Cycle of the Leadership
Stock Program are those executives who, as of the first day of the Cycle, are
either employed by Kodak globally in wage grades 48 and higher, or are
senior-level executives employed by Kodak Subsidiaries.  The CEO will
make recommendations for participation for this Cycle of the Leadership Stock
Program from among those eligible Participants.  Participants for this
Cycle of the Leadership Stock Program will be designated by the Committee from
those recommended by the CEO.  A schedule of such Participants is
maintained by Kodak’s Global Compensation Organization.

    


    3.2           New
Participants

    


    No person
may become eligible to participate in this Cycle of the Leadership Stock Program
after the first day of the Cycle, whether as a result of a job change or
otherwise.


    
      
        
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3.3           Termination
of Participation

    


    A
Participant’s participation in this Cycle of the Leadership Stock Program is
subject to immediate termination upon the Participant’s termination of
employment from the Company during the Performance Cycle.  In the case
of the Participant’s termination of employment after the end of the Performance
Cycle but prior to the Vesting Date, the Participant will forfeit any and all
rights to receive payment on account of an Award for the Cycle, except as
specified in Section 8.2  (Death, Disability, Retirement or
Termination for an Approved Reason), Section 8.3 (Divestiture to a Joint
Venture) and Section 8.4 (Divestiture to an Unrelated Third Party).

    


     ARTICLE
4.  FORM OF AWARDS

    


    4.1           Form
of Awards

    


    Awards
granted under the Leadership Stock Program provide Participants with the
opportunity to earn shares of Common Stock, subject to the terms and conditions
contained in this Administrative Guide and the Plan.  Each Award
granted under the Leadership Stock Program shall be expressed as a fixed number
of Units that will be equivalent to an equal number of shares of Common
Stock.  The fixed number of Units that are allocated to a Participant
by the Committee prior to the start of the Performance Cycle is referred to
herein and in the Plan as the Target Allocation.

    


    4.2           Participant
Account

    


    The
Company will establish a Participant Account for each Participant who is granted
an Award.

    


    4.3           Participant’s
Account Unfunded

    


    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.  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.  As
more specifically described in Article 10, until the Committee has certified the
Award earned by a Participant pursuant to the procedure referred to in Article 7
of this Guide, no additional Units will be credited for dividends that may be
paid on the Company’s Common Stock.

    


    


     


    
      
        
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    ARTICLE 5.  AWARD ALLOCATION

    


    5.1           Target
Allocation Range

    


    The
attached Exhibit “A” shows by wage grade the typical range of the number of
Units that an eligible Participant could be allocated with respect to the
Performance Cycle (the “Target Allocation Range”).  Exhibit “A” also
shows the midpoint for the Target Allocation Range for wage grades
48-56.  Wage grades 57 and above have individualized
targets.

    


    5.2           Establishing
the Target Allocation

    


    No later
than the cut-off date of the allocation period in 2007, each Participant’s unit
management will review the Participant’s most recent GOLD relative leadership
assessment and, based upon that assessment, recommend the fixed percentage to be
applied to the midpoint of the Target Allocation Range applicable to that
Participant to determine the fixed number of Units that will be allocated to
that Participant.  In addition, management also has the opportunity to
include additional allocations for participants under a one-time Chairman’s
allocation for the 2008 performance cycle.

    


    The unit
management’s recommendation will be made to the CEO, except in the case of a
Participant who is subject to Section 16 of the Exchange Act or a Covered
Employee, in which case the recommendation is made to the
Committee.

    


    Prior to
the first day of the Cycle, the fixed number of Units that are allocated to a
Participant will be established by the CEO, except in the case of a Participant
who is subject to Section 16 of the Exchange Act or a Covered Employee, in which
case the fixed number of Units that are allocated to a Participant will be
established by the Committee.  No change will be made to the fixed
number of Units allocated to a Participant as a result of a promotion or
demotion that occurs after the Units are allocated, provided the Participant
remains eligible as of the first day of the Cycle.  Participants who
become newly eligible after the cut-off date of the allocation period in 2007
will be allocated the fixed number of Units that is equal to the midpoint of the
Target Allocation Range applicable to that Participant.

    


    The fixed
number of Units allocated to a Participant prior to the start of the Performance
Cycle is referred to herein as the “Target Allocation.”

    


     ARTICLE
6.  ESTABLISING PERFORMANCE FACTORS

    


    6.1           Performance
Criteria

    


    The Committee has selected
Total segment Earnings from Operations (EFO)

    as the
Performance Criteria for purposes of establishing the Performance Goal for the
Performance Cycle.


    
      
        
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    6.2           Performance
Goal

    


    The
Committee has established the target amounts of Total segment Earnings
from Operations (EFO) for the Performance Cycle that will serve as the
“Performance Goal” for purposes of assessing the Company’s performance during
the Performance Cycle.

    


    The
Committee has also established the minimum amounts of Total segment Earnings
from Operations (EFO) for the
Performance Cycle (the “Minimum Performance Goals”) that will serve as the
minimum actual amounts for the Performance Cycle that will be necessary in order
for any amount of an Award to be considered to have been earned by the
Participants for the Performance Cycle.

    


    The
Committee will cause the Performance Goals and the Minimum Performance Goals to
be documented in an Exhibit “B” to this Administrative Guide.

    


    6.3           Performance
Formula

    


    The
“Performance Formula,” which will determine the amount of an Award that will be
considered to have been earned by a Participant is as follows:

    


    Award Earned = Target Allocation x
Applicable Performance Percentage

    


    The
“Applicable Performance Percentage” will be determined from the performance
matrix attached to this Administrative Guide as Exhibit “B”.  For
purposes of the performance matrix, results between the amounts shown will be
interpolated to derive an Applicable Performance Percentage.  The
maximum Applicable Performance Percentage is 200%.

    


    ARTICLE
7.  DETERMINATION OF EARNED AWARDS

    


    7.1           Certification

    


    Following
the completion of the Performance Cycle, the Committee shall meet to review and
certify in writing whether, and to what extent, the Performance Goals for the
Performance Cycle have been achieved.  If the Committee certifies that
the Minimum Performance Goals have been achieved, it shall also calculate and
certify in writing the Applicable Performance Percentage.  By applying
the Performance Formula, the Committee shall then determine and certify the
actual amount of each Participant’s Award that has been earned for the
Performance Cycle, keeping any fractional shares in the Participant’s
Account.

    



    
      
        
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    7.2           Discretion

    


    Notwithstanding
any provision contained herein to the contrary, in determining the actual amount
of an individual Award to be deemed earned for the Cycle, the Committee may,
through the use of Positive or Negative Discretion, increase or reduce the
amount of the Award that would otherwise be earned by application of the
Performance Formula, if, in its sole judgment, such increase or reduction is
appropriate. Positive discretion will not apply to Named Executive
Officers.

    


     ARTICLE
8.  PRECONDITIONS TO RECEIPT OF AN EARNED AWARD

    


    8.1           Continuous
Employment Until Payment

    


    A
Participant must remain continuously employed with the Company (in any wage
grade) at all times from the first day of the Cycle through the Vesting Date in
order to remain eligible for an Award.  If a Participant’s employment
with the Company ceases during this period for any reason, the Participant will
forfeit the entire number of Units that have been allocated to him or her for
the Cycle (including any Units that are earned but not vested) and any dividend
equivalents that have been credited to the Account pursuant to Article 10
hereof.  The limited exceptions to the requirements of this Section
8.1 are specified in Sections 8.2, 8.3 and 8.4 below.

    


    8.2           
Death, Disability, Retirement,
or Termination for an Approved Reason before the Vesting
Date

    


    Notwithstanding
any provision contained in this Article 8 to the contrary, if after the end of
the Performance Cycle but prior to the Vesting Date, a Participant’s employment
with the Company ceases for an Approved Reason or as a result of his or her
death, Disability or Retirement, and if such Participant had been employed with
the Company for the entire Performance Cycle, such Participant shall be entitled
to receive an Award.

    


    In the
event a Participant’s employment with the Company ceases at any time during the
Performance Cycle (whether for an Approved Reason or as a result of his or her
death, Disability or Retirement), the Participant will no longer be eligible for
an Award for such Cycle and, consequently, will forfeit any and all rights to
receive an Award for such Cycle.

    


    8.3           
Divestiture to a Kodak Joint Venture

    


    Notwithstanding
any provision contained in this Article 8 to the contrary, if after the end of
the Performance Cycle 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 the


    
      
        
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    business
unit in which the Participant was employed, such Participant will be entitled to
receive an Award, provided that (a) his or her employment with the Company
ceases after the end of the Performance Cycle, and (b) such Participant is
employed by either the Company or such Joint Venture at all times from the first
day of the Cycle through the Vesting Date.

    


    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 the business unit in which the Participant was employed, is no longer
eligible for an Award for such Cycle and, consequently, will forfeit any and all
rights to receive an Award for such Cycle.

    


    8.4           Divestiture
to an Unrelated Third Party

    


    Notwithstanding
any provision contained in this Article 8 to the contrary, if after the end of
the Performance Cycle 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 the business unit in which the Participant was employed, 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 the end of the Performance
Cycle.

    


    A
Participant whose employment with the Company ceases at any time during the
Performance Cycle as a result of the Company’s sale or other disposition of the
business unit in which the Participant was employed, to a corporation or other
business entity in which the Company has no ownership interest, is no longer
eligible for an Award for such Cycle and, consequently, will forfeit any and all
rights to receive an Award for such Cycle.

    


    ARTICLE
9.  PAYMENT OF AWARDS

    


    9.1           Timing
of Award Payments

    


    Awards
that have been earned for this Cycle and any dividend equivalents that are
credited to the Account pursuant to Article 10 shall be paid on the Award
Payment Date by the procedure described in Section 9.3.  Participants
cannot defer Awards.

    


    9.2           Form
of Payment of Awards

    


    All
awards for this Cycle including any dividend equivalents that are credited to
the Account pursuant to Article 10 shall be paid in the form of shares of Common
Stock in accordance with the procedure described in Section 9.3, subject to the
terms, restrictions and conditions of the Plan and those set forth in this
Administrative Guide.


    
      
        
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    9.3           Issuance
of Shares of Common Stock

    


    On the
Award Payment Date, Kodak will subtract from a Participant's account the number
of Units that are withheld for taxes under Section 11.6 below, and then, with
respect to the remaining Units, promptly instruct its transfer agent to reflect,
in an account of the Participant on the books of the transfer agent, the shares
of Common Stock that are to be delivered to the Participant.  Upon the
Participant’s request, the transfer agent will deliver to the Participant a
stock certificate for the remaining number of shares of Common Stock held in
that account of the Participant.

    


    9.4           Non-Assignable

    


    No Awards
or any other payment under the Leadership Stock Program shall be subject in any
manner to alienation, sale, transfer (except by will of the laws of descent and
distribution), assignment, pledge or encumbrance, nor shall any Award by payable
to any one other than the Participant to whom it was granted.

    


     ARTICLE
10.  DIVIDEND EQUIVALENTS

    


    10.1         Dividend
Equivalents

    


    In the
event of the payment of any cash dividend on the Common Stock or any stock
dividend (as defined in Section 305 of the Code) on the Common Stock with a
record date occurring during the period beginning on the date the Committee
certifies the amount of the Award that has been earned by the Participants and
ending on the Vesting Date, a Participant’s Account shall be credited with
additional Units.

    


    The
amount of such additional Units to be credited to each Participant who has
earned an Award for this Cycle is as set forth in Section 10.2 and Section
10.3.  Any such additional Units will be credited as of the payment
date for each such dividend.

    


    10.2          Stock
Dividends

    


    The
number of Units that shall be credited to the 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 the Common Stock equal
to the number of Units credited to the Participant’s 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 Account shall
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.


    
      
        
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    10.3          Cash
Dividends

    


    The
number of Units that shall be credited to the Account of such a Participant
shall be computed by multiplying the dollar value of the dividend paid upon a
single share of Common Stock by the number of Units credited to the
Participant’s 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.

    


    10.4          Reorganization

    


    If the
Company undergoes a reorganization (as defined in Section 368(a) of the Code)
during the period beginning on the date the Committee certifies the amount of
the Award that has been earned by the Participants and ending on the Vesting
Date, the Committee may, in its sole and absolute discretion, take whatever
action it deems necessary, advisable or appropriate with respect to the Account
of each Participant that has earned an Award in order to reflect such
transaction, including, but not limited to, adjusting the number of Units
credited to each such Participant's Account.

    


     ARTICLE
11.  MISCELLANEOUS

    


    11.1          Compliance
with Laws

    


    The
obligations of the Company to issue Common Stock awarded 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          Termination/Amendment

    


    The
Committee may amend, suspend or terminate the Leadership Stock Program in whole
or in part at any time, for any reason, with or without prior
notice.  In addition, 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.

    


    11.3          Section
162(m) of the Code

    


    If any
provision of this Administrative Guide would cause the Awards granted to a
Covered Person not to constitute “qualified performance-based compensation”
under Section 162(m) of the Code, that provision, insofar as it pertains to the
Covered Person, shall be severed from, and shall be deemed not to be a part of,
this Administrative Guide, but the other provisions hereof shall remain in full
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    if this
Administrative Guide fails to contain any provision required under Section
162(m) in order to make the Awards granted hereunder to a Covered Employee be
“qualified performance-based compensation,” then this Administrative Guide shall
be deemed to incorporate such provision, effective as of the date of this
Administrative Guide’s adoption by the Committee.

    


    11.4          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.

    


    11.5          No
Guarantee of Tax Consequences

    


    No person
connected with the Leadership Stock Program or this Administrative Guide in any
capacity, including, but not limited to, the Company and its directors,
officers, agents and employees makes any representation, commitment, or
guarantee that any tax treatment, including, but not limited to, federal, state
and local income, estate and gift tax treatment, will be applicable with respect
to amounts paid to or for the benefit of a Participant or Beneficiary under the
Leadership Stock Program, or that such tax treatment will apply to or be
available to a Participant or Beneficiary on account of participation in the
Leadership Stock Program.

    


    11.6          Tax
Withholding

    


    Kodak
will pay the taxes required to be withheld with respect to an Award under the
Leadership Stock Program by reducing a portion of the Units otherwise due the
Participant as a result of an Award.  The portion of the Units
withheld will equal in amount the taxes required to be withheld.  The
Units which are so withheld will be valued at the Fair Market Value of the
Common Stock on the date of the payment of the Award.

    


    11.7          Section
409A Compliance

    


    The
Awards described in this Administrative Guide are intended to comply with
Section 409A of the Internal Revenue Code to the extent such arrangements are
subject to that law, and this Administrative Guide shall be interpreted and
administered consistent with such intention, and in accordance with Eastman
Kodak Company’s Policy Regarding Section 409A Compliance.  The Company
may unilaterally amend this Administrative Guide for purposes of compliance if,
in its sole discretion, Kodak determines that such amendment would not have a
material adverse effect with respect to Participants’ rights under the
Administrative Guide.


    
      
        
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    EXHIBIT
A - TARGET ALLOCATION RANGE (SECTION 5.1)

    


    


    


    


    


    


    


     

    


    


    


    


    


    


    EXHIBIT
B - PERFORMANCE GOALS (SECTION 6.2) AND PERFORMANCE FORMULA (SECTION
6.3)

    


    


    



    
      
        
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