exhibit109.htm


    
       

      
        
        

      

      
         


        
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    Exhibit
(10.9)

    


    Administrative
Guide for September 16, 2008 Grant under the

    2005
Omnibus Long-Term Compensation Plan

    


    


    
      
        	
                ARTICLE
      1.    
PURPOSE

              


      

    

    


    
      
        	
                1.1    
      Background

              


      

    

     


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

    


    
      
        	
                1.2    
      Purpose

              


      

    

    


    The
purpose of this Administrative Guide is to evidence the Committee’s September
16, 2008 grant of Restricted Stock Unit Awards under Article 10 of the 2005
Omnibus Long-Term Compensation Plan.

    


    1.3    
Administration

    


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


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


        
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                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 a reason for terminating employment which the CEO of Kodak
determines, in his or her sole and absolute discretion, is in the best interests
of the Company.

    


    
      
        	
                2.2    
      Participant Account

              


      

    

    


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

    


    2.3    
Unit

    


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

    


    ARTICLE
3.     FORM AND TERMS OF AWARDS

    


    
      
        	
                3.1    
      Form of Award

              


      

    

    


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

    


    In those
countries where: (i) the grant of Restricted Stock Unit Awards is illegal; (ii)
compliance with applicable legal or regulatory requirements is significantly
onerous; or (iii) the tax consequences of the Restricted Stock Unit Award to
either the Participant or Kodak are 


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


        
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    more
onerous than those that would apply were the Award to be granted to a U.S.
citizen residing in the United States, the CEO may, in the exercise of his sole
discretion, either grant Awards in alternative form or forms or modify an Award
to include additional or different terms or conditions; provided, however, that
any modified or alternative form of Award shall either be exempt from or comply
with Section 409A of the Internal Revenue Code and other official guidance
issued thereunder.

    


    
      
        	
                3.2
           Terms of
Awards

              


      

    

    


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

    


    
      
        	
                ARTICLE
      4.     PARTICIPANT
ACCOUNT

              


      

    

    


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

    


    
      
        	
                ARTICLE
      5.    
AWARDS

              


      

    

    


    
      
        	
                5.1
          
Participants

              


      

    

    


    The
Employees who are to receive Awards under this Administrative Guide are listed
on attached Exhibit A.  The number of Units granted by the Committee
to each Participant is also listed on attached Exhibit A.

    


    
      
        	
                5.2     
      Procedure for Crediting
Awards

              


      

    

    


    Effective
as of September 16, 2008, Kodak will credit to each Participant’s Participant
Account the number of Units granted to the Participant under this Administrative
Guide.

    


    
      
        	
                ARTICLE
      6.    
RESTRICTIONS

              


      

    

    


    
      
        	
                6.1     
      Restriction Period

              


      

    

    


    The Award
will be subject to two “Restriction Periods.”  The Restriction Period
for 50% of a Participant’s Award will begin on September 16, 2008 and lapse on
September 16, 2010.  The Restriction Period for the remaining 50% of the
Participant’s Award will begin on September 16, 2008 and lapse on September 16,
2011.


    
      
         


      

      
         


        
          

        

      

      
         


        
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    6.2     
Restriction Requirements

    


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

    


    6.3     
Lapse of Restrictions

    


    The
restrictions on a Unit will, unless the Unit is forfeited sooner, lapse upon the
expiration of the Unit’s Restriction Period.

    


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

    


    7.1     
Dividend Equivalents

     

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



    


    
      
        	
              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


        
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      7.2     
Stock Dividends

       

    

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

              


      

    

    


    
      
        	
                7.3     
      Adjustment to Units

              


      

    

    


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

    


    
      
        	
                ARTICLE
      8.     TERMINATION OF
  EMPLOYMENT

              


      

    

    


    
      
        	
                8.1     
      In General

              


      

    

    


    
      
        	
                In
      the event a Participant terminates employment for any reason other than
      death, Disability or Approved Reason during a Restriction Period, the
      Participant will, effective on the date of the Participant’s termination
      of employment, forfeit all of the Units then held in his or her
      Participant Account.

              


      

    

    


    
      
        	
                8.2     
      Death, Disability or Approved
Reason

              


      

    

    


    
      
        	
                If
      a Participant’s employment terminates by reason of death, Disability or
      Approved Reason during one or more Restriction Periods, the Units then
      held in the Participant’s Participant Account will not be forfeited by
      reason of such termination and the Restriction Period(s) on such Units
      will terminate and the restrictions
      will lapse, both as of the date of termination of employment, and be paid,
      subject to Article 10, in accordance with Article
  9.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


        
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                ARTICLE
      9.      ISSUANCE OF SHARES OF COMMON
    STOCK

              


      

    

    


    When the
restrictions on a Participant’s Units lapse upon expiration of a Restriction
Period, Kodak will subtract from a Participant's Participant Account the number
of Units that are withheld for taxes under Article 10 below, and then, with
respect to the remaining Units, promptly, but no later than the March 15 of the
calendar year immediately following the calendar year in which the restrictions
on such Units lapse (i) instruct its stock transfer agent to reflect, in an
account for the benefit of the Participant on the books of the stock transfer
agent, that number of shares of Common Stock equal in number to the amount of
such Units; and (ii) deduct such number of Units from the Participant’s
Participant Account.  Upon the Participant’s request, the transfer
agent will deliver to the Participant a stock certificate for the remaining
number of shares held in the Participant’s account by the stock transfer
agent.

    


    ARTICLE
10.      WITHHOLDING

    


    Kodak
will pay the taxes required to be withheld upon the lapse of a Restriction
Period by withholding a portion of the shares of Common Stock otherwise due the
Participant as a result of the lapse of such restrictions.  The
portion of the shares withheld will equal in amount the minimum taxes required
by law to be withheld.  The Common Stock which is so withheld will be
valued at its Fair Market Value on the date of the lapse of the restrictions on
the Units.

    


    ARTICLE
11.       MISCELLANEOUS

    


    
      
        	
                11.1      Compliance
      with Laws

              


      

    

    


    The
obligations of Kodak pursuant hereto are subject to compliance with all
applicable governmental laws, regulations, rules and administrative actions,
including, but not limited to, the Securities Act of 1933 and the Securities
Exchange Act of 1934 and all rules promulgated thereunder.

    


    11.2      
Amendment

    


    The
Committee, or any person to whom the Committee has delegated the requisite
authority, may, at any time and from time to time, amend this Administrative
Guide in any manner.

    



    
      
         


      

      
         


        
          

        

      

      
         


        
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    11.3      
Participant’s Rights Unsecured


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

    


    11.4      
No Guarantee of Tax Consequences

    


    No person
connected with this Administrative Guide in any capacity, including, but not
limited to, Kodak, its Subsidiaries and their directors, officers, agents and
employees makes any representation, commitment or guarantee that any tax
treatment, including, but not limited to, federal, state and local income,
estate and gift tax treatment, will be applicable with respect to the Awards or
that such tax treatment will apply to or be available to a Participant on
account of participation in this Administrative Guide.

    


    11.5      
Section 409A Compliance

    


    The
Awards described in this Administrative Guide are intended to be exempt from
Section 409A of the Internal Revenue Code under the exception for short-term
deferrals or to comply with requirements thereof to the extent such arrangements
are subject to that law, and this Administrative Guide shall be interpreted and
administered accordingly.

    


    11.6       
Headings  

    


    The
headings of the Sections of this Administrative Guide have been prepared for
convenience and reference only and will not control, affect the meaning, or be
taken as the interpretation of any provision of this Administrative
Guide.

    


    11.7       
Applicable
Law  

    


    This
Administrative Guide, including its reference to the Plan, and its
interpretation and application, will be governed and controlled by the laws of
the State of New York, except as superseded by applicable Federal Law, without
giving effect to principles of conflicts of laws.

    


    11.8       
Impact on Benefits

    


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

    


    

      
        
           


        

        
           


          
            

          

        

        
           


          
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                11.9       
      Transferability

              


      

    

    


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

    


    11.10      
No Right to Continued Employment

    


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