exhibit1021.htm


    Exhibit
(10.21)

    EASTMAN
KODAK COMPANY

    


    EXECUTIVE
COMPENSATION FOR EXCELLENCE AND LEADERSHIP

    


    


    Article                                                                                                                             Page

    


    1.           Purpose,
Effective Date and Term of
Plan                                                     1

    


    2.           Definitions                                                                                                          2

    


    3.           Eligibility                                                                                                      
     11

    


    4.           Plan
Administration                                                                                         12

    


    5.           Forms
of
Awards                                                                                         
    14

    


    6.           Setting
Performance Goals and Performance
Formula                          
     15

    


    7.           Award
Determination                                                                                       16

    


    8.           Payment
of Awards for a Performance
Period                                              19

    


    9.           Deferral
of
Awards                                                                                            20

    


    10.           Intentionally
Omitted                                                                                      21

    


    11.           Change
In
Ownership                                                                                     22

    


    12.           Change
In
Control                                                                                           24

    


    13.           Miscellaneous                                                                                                  26

    


    


    As
Amended Effective January 1, 2009

    Ó 2008, Eastman Kodak
Company

    



    
      
         


      

      
         


        
        

      

      
         


      

    


    ARTICLE
1  --  PURPOSE, EFFECTIVE DATE AND TERM OF PLAN

    


    1.1           Purpose

    


    The
purposes of the Plan are to provide an annual incentive to Key Employees of the
Company to put forth maximum efforts toward the continued growth and success of
the Company, to encourage such Key Employees to remain in the employ of the
Company, to assist the Company in attracting and motivating new Key Employees on
a competitive basis, and to endeavor to qualify the Awards granted to Covered
Employees under the Plan as performance-based compensation as defined in Section
162(m) of the Code.  The Plan is intended to apply to Key Employees of
the Company in the United States and throughout the world.

    


    The Plan
is intended to qualify for exemption from Section 409A of the Code, by reason of
the short-term deferral rule set forth in Section 1.409A-1(b)(4) of the Treasury
Regulations.  No person acquires a legally binding right to any Award
hereunder until the year following the Performance Period, except Awards
governed by Articles 11 and 12.  Awards governed by Articles 11 and 12
will be paid by March 15th of the
year following the Performance Period in which the legally binding right to the
Award arose.  Awards otherwise will be paid in the year following the
Performance Period, unless deferred under a separate plan pursuant to Article
9.

    


    1.2           Effective
Date

    


    The Plan,
in its amended and restated form, will be effective as of January 1,
2009.

    


    



    
      
         


      

      
        1

        
        

      

      
         


      

    


    ARTICLE
2  --  DEFINITIONS

    


    2.1           Actual
Award Pool

    


    “Actual
Award Pool” means, for a Performance Period, the amount determined in accordance
with Section 7.2(d).  The Actual Award Pool for a Performance Period
determines the aggregate amount of all the Awards that are to be issued under
the Plan for such Performance Period.

    


    2.2           Award

    


    “Award”
means the compensation granted to a Participant by the Committee for a
Performance Period pursuant to Articles 7 and 8.  All Awards shall be
issued in the form specified by Article 5.

    


    2.3           Award
Pool

    


    “Award
Pool” means, for a Performance Period, the dollar amount calculated in
accordance with Section 7.2(b) by applying the Performance Formula for such
Performance Period against the Performance Goals for the same Performance
Period.

    


    2.4           Award
Payment Date

    


    “Award
Payment Date” means, for each Performance Period, the date that the amount of
the Award for that Performance Period shall be paid to the Participant under
Article 8, without regard to any election to defer receipt of the Award made by
the Participant under Article 9 of the Plan.

    


    2.5           Board

    


    “Board”
means the Board of Directors of Kodak.

    


    2.6           Capital
Charge

    


    “Capital
Charge” means, for a Performance Period, the amount obtained by multiplying the
Cost of Capital for the Performance Period by Operating Net Assets for the
Performance Period.

    


    2.7           Cause

    


    “Cause”
means (a) the willful and continued failure by a Key Employee to substantially
perform his or her duties with his or her employer after written warnings
identifying the lack of substantial performance are delivered to the Key
Employee by his or her employer to specifically identify the manner in which the
employer believes that the Key Employee has not substantially performed his or
her duties; or (b) the willful engaging by a Key Employee in illegal conduct
which is materially and demonstrably injurious to the Company. 


    
      
         


      

      
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    2.8           CEO

    


    “CEO”
means the Chief Executive Officer of Kodak.

    


    2.9           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 “Kodak
      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 Kodak or any subsidiary, or (3) by any
      underwriter temporarily holding securities pursuant to an offering of such
      securities;

            


    


    
      
         


      

      
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              (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’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 Kodak Voting Securities that were outstanding immediately
      prior to such Reorganization or Sale (or, if applicable, is represented by
      shares into which such Kodak 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 Kodak 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 Kodak Voting
Securities as a result of the acquisition of Kodak Voting Securities by Kodak
which reduces the number of Kodak Voting Securities outstanding; provided that if after such
acquisition by Kodak such person becomes the beneficial owner of additional
Kodak Voting Securities that increases the percentage of outstanding Kodak
Voting Securities beneficially owned by such person, a Change in Control shall
then occur.


    
      
         


      

      
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    2.10         Change
In Ownership

    


    "Change
In Ownership” means a Change In Control that results directly or indirectly in
Kodak’s Common Stock ceasing to be actively traded on the New York Stock
Exchange.

    


    2.11         Code

    


    “Code”
means the Internal Revenue Code of 1986, as amended from time to time, including
regulations thereunder and successor provisions and regulations
thereto.

    


    2.12         Committee

    


    “Committee”
means the Executive Compensation and Development Committee of the Board, or such
other Board committee as may be designated by the Board to administer the Plan;
provided that the Committee shall consist of three or more directors, all of
whom are both a “Non-Employee Director” within the meaning of Rule 16b-3 under
the Exchange Act and an “outside director” within the meaning of the definition
of such term as contained in Proposed Treasury Regulation Section
1.162-27(e)(3), or any successor definition adopted.

    


    2.13         Common
Stock

    


    “Common
Stock,” means the common stock, $2.50 par value per share, of Kodak that may be
newly issued or treasury stock.

    


    2.14         Company

    


    “Company”
means Kodak and its Subsidiaries.

    


    2.15         Cost
of Capital

    


    “Cost of
Capital” means, for a Performance Period, the estimated weighted average of the
Company’s cost of equity and cost of debt for the Performance Period as
determined by the Committee in its sole and absolute discretion.  The
Committee will determine the Cost of Capital for a Performance Period within the
first 90 days of the Performance Period.

    


    2.16         Covered
Employee

    


    “Covered
Employee” means a Key Employee who is either a “Covered Employee” within the
meaning of Section 162(m) of the Code or a Key Employee who the Committee has
identified as a potential “Covered Employee” within the meaning of Section
162(m) of the Code.


    
      
         


      

      
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    2.17         Disability

    


    “Disability”
means a disability under the terms of any long-term disability plan maintained
by the Company.

    


    2.18         Economic
Profit

    


    “Economic
Profit” means, for a Performance Period, the Net Operating Profit After Tax that
remains after subtracting the Capital Charge for such Performance
Period.  Economic Profit may be expressed as follows: Economic Profit
= Net Operating Profit After Tax – Capital Charge.  Economic Profit
may be either positive or negative.

    


    2.19         Effective
Date

    


    “Effective
Date” means the date an Award is determined to be effective by the Committee
upon its grant of such Award.

    


    2.20         Exchange
Act or Act

    


    “Exchange
Act” or “Act” means the Securities Exchange Act of 1934, as amended from time to
time, including rules thereunder and successor provisions and rules
thereto.

    


    2.21         Key
Employee

    


    “Key
Employee” means either (a) a salaried employee of the Company in wage grade 48
or above, or the equivalent thereof; or (b) a salaried employee of the Company
who holds a position of responsibility in a managerial, administrative, or
professional capacity and is in wage grade 43 or above.

    


    2.22         Kodak

    


    “Kodak”
means Eastman Kodak Company.

    


    2.23         Negative
Discretion

    


    “Negative
Discretion” means the discretion granted to the Committee pursuant to Section
7.2(c) to reduce or eliminate the portion of the Award Pool allocated to a
Covered Employee.


    
      
         


      

      
        6

        
        

      

      
         


      

    


    


    2.24         Net
Operating Profit After Tax

    


    “Net
Operating Profit After Tax” means, for a Performance Period, the after-tax
operating earnings of the Company for the Performance Period adjusted for
interest
expense and Wang in-process R&D.  The Committee is authorized at
any time during the first 90 days of a Performance Period, or at any time
thereafter in its sole and absolute discretion, to adjust or modify the
calculation of Net Operating Profit After Tax for such Performance Period in
order to prevent the dilution or enlargement of the rights of Participants, (a)
in the event of, or in anticipation of, any dividend or other distribution
(whether in the form of cash, securities or other property), recapitalization,
restructuring, reorganization, merger, consolidation, spin off, combination,
repurchase, share exchange, liquidation, dissolution, or other similar corporate
transaction, event or development; (b) in recognition of, or in anticipation of,
any other unusual or nonrecurring event affecting the Company, or the financial
statements of the Company, or in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions; (c)
in recognition of, or in anticipation of, any other extraordinary gains or
losses; and (d) in view of the Committee’s assessment of the business strategy
of the Company, performance of comparable organizations, economic and business
conditions, and any other circumstances deemed relevant.  However, if
and to the extent the exercise of such authority after the first 90 days of a
Performance Period would cause the Awards granted to the Covered Employees for
the Performance Period to fail to qualify as “Performance-Based Compensation”
under Section 162(m) of the Code, then such authority shall only be exercised
with respect to those Participants who are not Covered Employees.

    


    2.25         Operating
Net Assets

    


    “Operating
Net Assets” means, for a Performance Period, the net investment used in the
operations of the Company.  Operating Net Assets is calculated from
the Company’s audited consolidated financial statements as being total assets
minus non-interest-bearing liabilities adjusted for last in first out LIFO
inventories, postemployment benefits other than pensions (OPEB) and Wang
in-process R&D.  The Committee is authorized at any time during a
Performance Period to adjust or modify the calculation of Operating Net Assets
for such Performance Period in order to prevent the dilution or enlargement of
the rights of Participants, (a) in the event of, or in anticipation of, any
dividend or other distribution (whether in the form of cash, securities or other
property), recapitalization, restructuring, reorganization, merger,
consolidation, spin off, combination, repurchase, share exchange, liquidation,
dissolution, or other similar corporate transaction, event or development; (b)
in recognition of, or in anticipation of, any other unusual or nonrecurring
event affecting the Company, or the financial statements of the Company, or in
response to, or in anticipation of, changes in applicable laws, regulations,
accounting principles, or business conditions; (c) in


    
      
         


      

      
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    recognition
of, or in anticipation of, any other extraordinary gains or losses; and (d) in
view of the Committee’s assessment of the business strategy of the Company,
performance of comparable organizations, economic and business conditions, and
any other circumstances deemed relevant.  However, if and to the
extent the exercise of such authority after the first 90 days of a Performance
Period
would cause the Awards granted to the Covered Employees for the Performance
Period to fail to qualify as “Performance-Based Compensation” under Section
162(m) of the Code, then such authority shall only be exercised with respect to
those Participants who are not Covered Employees.

    


    2.26         Participant

    


    “Participant,”
means for a Performance Period, a Key Employee who is designated to participate
in the Plan for the Performance Period pursuant to Article 3.

    


    2.27         Performance
Criteria

    


    “Performance
Criteria” shall mean any of the following for the Company on a consolidated
basis and/or for any subsidiary, division, business unit or one or more business
segments: return on net assets (RONA), return on shareholders’ equity, return on
assets, return on capital, shareholder returns, total shareholder return, return
on invested capital, profit margin, earnings per share, net earnings, operating
earnings, Common Stock price per share, sales or market share, unit
manufacturing cost, working capital, productivity, days sales in inventory, days
sales outstanding, revenue, revenue growth, cash flow and investable cash
flow.

    


    2.28         Performance
Formula

    


    “Performance
Formula” means, for a Performance Period, the one or more objective formulas
applied against the Performance Goals to determine the Award Pool for the
Performance Period.  The Performance Formula for a Performance Period
shall be established in writing by the Committee within the first 90 days of the
Performance Period (or, if later, within the maximum period allowed pursuant to
Section 162(m) of the Code).

    


    2.29         Performance
Goals

    


    “Performance
Goals” means, for a Performance Period, the one or more goals for the
Performance Period established by the Committee in writing within the first 90
days of the Performance Period (or, if longer, within the maximum period allowed
pursuant to Section 162(m) of the Code) based upon the Performance
Criteria.  The Committee is authorized at any time during the first 90
days of a Performance Period, or at any time thereafter in its sole and absolute
discretion, to adjust or modify the calculation of a Performance Goal for such
Performance Period in order to prevent the dilution or enlargement of the rights
of Participants, (a) in the event of, or in anticipation of, any unusual or
extraordinary corporate item, transaction, event or development; (b) in
recognition of, or in anticipation of, any other unusual or nonrecurring events
affecting the Company, or the financial statements of the Company, or in
response to, or in anticipation of, changes in applicable laws, regulations,
accounting principles, or business conditions; and (c) in view of the
Committee's assessment of the business strategy of the 


    
      
         


      

      
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    Company,
performance of comparable organizations, economic and business conditions, and
any other circumstances deemed relevant.  However, to the extent the
exercise of such authority after the first 90 days of a Performance Period would
cause the Awards granted to the Covered Employees for the Performance Period to
fail to qualify as “Performance-Based Compensation” under Section 162(m) of the
Code, then such authority shall only be exercised with respect to those
Participants who are not Covered Employees.

    


    2.30         Performance
Period

    


    “Performance
Period” means Kodak’s fiscal year.

    


    2.31         Plan

    


    “Plan”
means the Executive Compensation for Excellence and Leadership
plan.

    


    2.32         Retirement

    


    “Retirement”
means, in the case of a Participant employed by Kodak, voluntary termination of
employment: (i) on or after age 55 with 10 or more years of service or on or
after age 65; or (ii) at any time if the Participant had an age and years of
service combination of at least 75 points on December 31, 1995.  In
the case of a Participant employed by a Subsidiary, “Retirement” means early or
normal retirement under the terms of the Subsidiary’s retirement plan, or if the
Subsidiary does not have a retirement plan, termination of employment on or
after age 60.  A Participant must voluntarily terminate his or her
employment in order for his or her termination of employment to be for
“Retirement.”

    


    2.33         Subsidiary

    


    Subsidiary
means a corporation or other business entity in which Kodak directly or
indirectly has an ownership interest of at least 50%.

    


    2.34         Target
Award

    


    “Target
Award” means, for a Performance Period, the target award amounts established for
each wage grade by the Committee for the Performance Period.  A
Participant’s Target Award for a Performance Period is expressed as a percentage
of his or her annual base salary in effect as of the last day of the Performance
Period.  The Target Awards shall serve only as a guideline in making
Awards under the Plan.  Depending upon the Committee’s exercise of its
discretion pursuant to Sections 7.2(c), (d) and (e), but subject to Section 7.3,
a Participant may receive an Award for a Performance Period that may be more or
less than the Target Award for his or her wage grade for that Performance
Period.  Moreover, the fact that a Target Award is established for a
Participant’s wage grade for a Performance Period shall not


    
      
         


      

      
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    in any
manner entitle the Participant to receive an Award for such period.

    


    2.35         Investable
Cash Flow

    


    “Investable
Cash Flow” means the Company’s operating cash flow for the year less the cost of
acquisitions.


    
      
         


      

      
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    ARTICLE
3  --  ELIGIBILITY

    


    All Key
Employees are eligible to participate in the Plan.  The Committee
will, in its sole discretion, designate within the first 90 days of a
Performance Period which Key Employees will be Participants for such Performance
Period.  However, the fact that a Key Employee is a Participant for a
Performance Period shall not in any manner entitle such Participant to receive
an Award for the period.  The determination as to whether or not such
Participant shall be paid an Award for such Performance Period shall be decided
solely in accordance with the provisions of Articles 7 and 8
hereof.


    
      
         


      

      
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    ARTICLE
4  --  PLAN ADMINISTRATION

    


    4.1           Responsibility

    


    The
Committee shall have total and exclusive responsibility to control, operate,
manage and administer the Plan in accordance with its terms.

    


    4.2           Authority
of the Committee

    


    The
Committee shall have all the authority that may be necessary or helpful to
enable it to discharge its responsibilities with respect to the
Plan.  Without limiting the generality of the preceding sentence, the
Committee shall have the exclusive right: to interpret the Plan, to determine
eligibility for participation in the Plan, to decide all questions concerning
eligibility for and the amount of Awards payable under the Plan, to establish
and administer the Performance Goals and certify whether, and to what extent,
they are attained, to construe any ambiguous provision of the Plan, to correct
any default, to supply any omission, to reconcile any inconsistency, to issue
administrative guidelines as an aid to administer the Plan, to make regulations
for carrying out the Plan and to make changes in such regulations as it from
time to time deems proper, and to decide any and all questions arising in the
administration, interpretation, and application of the Plan.  In
addition, in order to enable Key Employees who are foreign nationals or are
employed outside the United States or both to receive Awards under the Plan, the
Committee may adopt such amendments, procedures, regulations, subplans and the
like as are necessary or advisable, in the opinion of the Committee, to
effectuate the purposes of the Plan.

    


    4.3           Discretionary
Authority

    


    The
Committee shall have full discretionary authority in all matters related to the
discharge of its responsibilities and the exercise of its authority under the
Plan including, without limitation, its construction of the terms of the Plan
and its determination of eligibility for participation and Awards under the
Plan.  It is the intent of Plan that the decisions of the Committee
and its action with respect to the Plan shall be final, binding and conclusive
upon all persons having or claiming to have any right or interest in or under
the Plan.

    


    4.4           Section
162(m) of the Code

    


    With
regard to all Covered Employees, the Plan shall for all purposes be interpreted
and construed in accordance with Section 162(m) of the Code.


    
      
         


      

      
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    4.5           Delegation
of Authority

    


    Except to
the extent prohibited by law, the Committee may delegate some or all of its
authority under the Plan to any person or persons as long as any such delegation
is in writing; provided, however, only the Committee may select and grant Awards
to Participants who are Covered Employees.


    
      
         


      

      
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    ARTICLE
5  -- FORM OF AWARDS

    


    All
Awards will be paid in cash or Common Stock, or a combination thereof, at the
discretion of the Committee.  To the extent an award is paid in Common
Stock, such Stock will be issued under the 2005 Omnibus Long-Term Compensation
Plan of Eastman Kodak Company, or any applicable successor
plan.


    
      
         


      

      
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    ARTICLE
6  --  SETTING PERFORMANCE GOALS AND PERFORMANCE
FORMULA

    


    Within
the first 90 days of a Performance Period (or, if longer, within the maximum
period allowed pursuant to Section 162(m) of the Code), the Committee shall
establish in writing:

    


    
      	
               
      

            	
              (a)

            	
              the
      one or more Performance Goals for the Performance Period based upon the
      Performance Criteria;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      one or more Performance Formulas for the Performance Period;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              an
      objective means of allocating, on behalf of each Covered Employee, a
      portion of the Award Pool (not to exceed the amount set forth in Section
      7.3(b)) to be granted, subject to the Committee’s exercise of Negative
      Discretion, for such Performance Period in the event the Performance Goals
      for such period are attained.

            


    

    



    
      
         


      

      
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    ARTICLE
7  --  AWARD DETERMINATION

    


    7.1           Certification

    


    
      	
               
      

            	
              (a)

            	
              In
      General.  As soon as practicable following the
      availability of performance results for the completed Performance Period,
      the Committee shall determine the Company's performance in relation to the
      Performance Goals for that period and certify in writing whether the
      Performance Goals were satisfied.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Performance Goals
      Achieved.  If the Committee certifies that the
      Performance Goals for a Performance Period were satisfied, it shall
      determine the Awards for such Performance Period by following the
      procedure described in Section 7.2.   During the course of
      this procedure, the Committee shall certify in writing for the Performance
      Period the amount of: (i) the Award Pool; and (ii) the Award Pool to be
      allocated to each Covered Employee in accordance with Section
      7.2(c).

            


    

    


    
      	
               
      

            	
              (c)

            	
              Performance Goals Not
      Achieved.  In the event the Performance Goals for a
      Performance Period are not satisfied, the limitation contained in Section
      7.3(c) shall apply to the Covered
Employees.

            


    

    


    7.2           Calculation
of Awards

    


    
      	
               
      

            	
              (a)

            	
              In
      General.  As detailed below in the succeeding provisions
      of this Section 7.2, the procedure for determining Awards for a
      Performance Period involves the following
steps:

            


    

    


    (1)           determining
the Award Pool;

    (2)           allocating
the Award Pool to Covered Employees;

    (3)           determining
the Actual Award Pool; and

    
      	
               
      

            	
              (4)

            	
              allocating
      the Actual Award Pool among individual Participants other than Covered
      Employees.

            


    

    


    Upon
completion of this process, any Awards earned for the Performance Period shall
be paid in accordance with Article 8.

    


    
      	
               
      

            	
              (b)

            	
              Determining Award
      Pool.  The Committee shall determine the Award Pool for
      the Performance Period by applying the Performance Formula for such
      Performance Period against the Performance Goals for the same Performance
      Period.

            


    


    
      
         


      

      
        16

        
        

      

      
         


      

    


    


    
      	
               
      

            	
              (c)

            	
              Allocating Award Pool to
      Covered Employees.  The Committee shall determine, by way
      of the objective means established pursuant to Article 6, the portion of
      the Award Pool that is to be allocated to each Covered Employee for the
      Performance

            


    

    
      	
               
      

            	
              Period.  The
      Committee shall have no discretion to increase the amount of any Covered
      Employee’s Award as so determined, but may through Negative Discretion
      reduce the amount of or totally eliminate such Award if it determines, in
      its absolute and sole discretion, that such a reduction or elimination is
      appropriate.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Determining Actual Award
      Pool.  The Committee may use its discretion to adjust
      upward or downward the amount of the Award Pool for any Performance
      Period.  No such adjustment will, however, affect the amount of
      the Awards paid to the Covered Employees for the Performance
      Period.  To the extent the Committee determines to exercise
      discretion with regard to the Award Pool for a Performance Period, the
      amount remaining after such adjustment shall be the Actual Award Pool for
      the Performance Period.  Thus, if the Committee elects not to
      exercise discretion with respect to the Award Pool for a Performance
      Period, the amount of the Actual Award Pool for the Performance Period
      will equal the amount of the Award Pool for such
      period.  Examples of situations where the Committee may choose
      to exercise this discretion include unanticipated economic or market
      changes, extreme currency exchange effects, management or significant
      workforce issues, or dramatic shifts in customer
    satisfaction.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Allocating Actual Award Pool to
      Individual Participants Other Than Covered
      Employee.  Based on such factors, indicia, standards,
      goals, criteria and/or measures that the Committee shall determine, the
      Committee shall, in its sole and absolute discretion, determine for each
      Participant, other than those that are Covered Employees, the portion, if
      any, of the Actual Award Pool that will be awarded to such Participant for
      the Performance Period.  By way of illustration, and not by way
      of limitation, the Committee may, but shall not be required to, consider:
      (1) the Participant’s position and level of responsibility, individual
      merit, contribution to the success of the Company and Target Award; (2)
      the performance of the Company or the organizational unit of the
      Participant based upon attainment of financial and other performance
      criteria and goals; and (3) business unit, division or department
      achievements.

            


    


    
      
         


      

      
        17

        
        

      

      
         


      

    


    


    
      	
              7.3

            	
              Limitations
      on Awards

            


    

    


    The
provisions of this Section 7.3 shall control over any Plan provision to the
contrary.

     

    
      	
              
      

            	
              (a)

            	
              Maximum Award
      Pool.  The total of all Awards granted for a Performance
      Period shall not exceed the amount of the Actual Award Pool for such
      Performance Period. 

            


       

    

    
      	
               
      

            	
              (b)

            	
              Maximum Award Payable to
      Covered Employees.  The maximum Award payable to any
      Covered Employee under the Plan for a Performance Period shall be
      $5,000,000.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Attainment of Performance
      Goals.  The Performance Goals for a Performance Period
      must be achieved in order for a Covered Employee to receive an Award for
      such Performance Period.

            


    


    
      
         


      

      
        18

        
        

      

      
         


      

    


    ARTICLE
8  --  PAYMENT OF AWARDS FOR A PERFORMANCE
PERIOD

    


    8.1           Termination
of Employment

    


    The
Committee shall determine rules regarding the treatment of a Participant under
the Plan for a Performance Period in the event of the Participant’s termination
of employment prior to the Award Payment Date for such Performance
Period.

    


    8.2           Timing
of Award Payments

    


    Unless
deferred pursuant to Article 9 hereof and subject to Articles 11 and 12, the
Awards granted for a Performance Period shall be paid to Participants on the
Award Payment Date for such Performance Period, which date shall occur as soon
as administratively practicable following the completion of the procedure
described in Section 7.2, and in any event shall occur during the calendar year
immediately following the Performance Period

    



    
      
         


      

      
        19

        
        

      

      
         


      

    


    ARTICLE
9  --  DEFERRAL OF AWARDS

    


    At the
discretion of the Committee, a Participant may, subject to such terms and
conditions as the Committee may determine, elect to defer payment of all or any
part of any Award which the Participant might earn with respect to a Performance
Period and which is paid in cash by complying with such procedures as the
Committee may prescribe.  Any Award, or portion thereof, upon which
such an election is made shall be deferred into, and be subject to the terms,
conditions and requirements of, the Eastman Kodak Employees’ Savings and
Investment Plan, 1982 Eastman Kodak Company Executive Deferred Compensation Plan
or such other applicable deferred compensation plan of the
Company.


    
      
         


      

      
        20

        
        

      

      
         


      

    


    


    ARTICLE
10 --

    


    Intentionally
omitted.


    
      
         


      

      
        21

        
        

      

      
         


      

    


    


    ARTICLE
11  --  CHANGE IN OWNERSHIP

    


    11.1        Background

    


    Notwithstanding
any provision contained in the Plan, including, but not limited to, Sections
1.1, 4.4 and 13.9, the provisions of this Article 11 shall control over any
contrary provision.  Upon a Change in Ownership: (a) the terms of this
Article 11 shall immediately become operative, without further action or consent
by any person or entity; (b) all terms, conditions, restrictions and limitations
in effect on any unpaid and/or deferred Award shall immediately lapse as of the
date of such event; and (c) no other terms, conditions, restrictions, and/or
limitations shall be imposed upon any Awards on or after such date, and in no
event shall an Award be forfeited on or after such date.  Nothing
herein overrides the terms of any plan under which an Award was deferred
pursuant to Article 9, and any such deferred Awards remain subject to the terms
of such deferred compensation plan.

    


    11.2        Payment
of Awards

    


    Upon a
Change in Ownership, any Key Employee, whether or not he or she is still
employed by the Company, shall be paid, as soon as practicable but in no event
later than 60 days after the Change in Ownership, the Awards set forth in (a)
and (b) below:

    


    
      	
               
      

            	
              (a)

            	
              All
      of the Key Employee’s unpaid Awards;
and

            


    

    


    
      	
               
      

            	
              (b)

            	
              A
      pro-rata Award for the Performance Period in which the Change in Ownership
      occurs.  The amount of the pro-rata Award shall be determined by
      multiplying the Target Award for such Performance Period for Participants
      in the same wage grade as the Key Employee by a fraction, the numerator of
      which shall be the number of full months in the Performance Period prior
      to the date of the Change in Ownership and the denominator of which shall
      be the total number of full months in the Performance
      Period.  For purposes of this calculation, a partial month shall
      be treated as a full month to the extent 15 or more days in such month
      have elapsed.  To the extent Target Awards have not yet been
      established for the Performance Period, the Target Awards for the
      immediately preceding Performance Period shall be used.  The
      pro-rata Awards shall be paid to the Key Employee in the form of a
      lump-sum cash payment.

            


    


    
      
         


      

      
        22

        
        

      

      
         


      

    


    


    11.3        Miscellaneous

    


    Upon a
Change In Ownership, no action, including, but not by way of limitation, the
amendment, suspension, or termination of the Plan, shall be taken which
would
affect the rights of any Key Employee or the operation of the Plan with respect
to any Award to which the Key Employee may have become entitled hereunder on or
prior to the date of such action or as a result of such Change In
Ownership.


    
      
         


      

      
        23

        
        

      

      
         


      

    

    


    ARTICLE
12  --  CHANGE IN CONTROL

    


    12.1        Background

    


    Notwithstanding
any provision contained in the Plan, including, but not limited to, Sections
1.1, 4.4 and 13.9, the provisions of this Article 12 shall control over any
contrary provision.  All Key Employees shall be eligible for the
treatment afforded by this Article 12 if their employment with the Company
terminates within two years following a Change In Control, unless the
termination is due to (a) death; (b) Disability; (c) Cause; (d) resignation
other than (1) resignation from a declined reassignment to a job that is not
reasonably equivalent in responsibility or compensation (as defined in Kodak’s
Termination Allowance Plan), or that is not in the same geographic area (as
defined in Kodak’s Termination Allowance Plan), or (2) resignation within thirty
days of a reduction in base pay; or (e) Retirement.

    


    12.2        Vesting
and Lapse of Restrictions

    


    If a Key
Employee qualifies for treatment under Section 12.1, his or her Awards shall be
treated in the manner described in Subsections 11.1(b) and
(c).  Nothing herein overrides the terms of any plan under which an
Award was deferred pursuant to Article 9, and any such deferred Awards remain
subject to the terms of such deferred compensation plan.

    


    12.3        Payment
of Awards

    


    If a Key
Employee qualifies for treatment under Section 12.1, he or she shall be paid, as
soon as practicable but in no event later than 60 days after his or her
termination of employment, the Awards set forth in (a) and (b)
below:

    


    
      	
               
      

            	
              (a)

            	
              All
      of the Key Employee’s unpaid Awards;
and

            


    

    


    
      	
               
      

            	
              (b)

            	
              A
      pro-rata Award for the Performance Period in which his or her termination
      of employment occurs.  The amount of the pro-rata Award shall be
      determined by multiplying the Target Award for such Performance Period for
      Participants in the same wage grade as the Key Employee by a fraction, the
      numerator of which shall be the number of full months in the Performance
      Period prior to the date of the Key Employee’s termination of employment
      and the denominator of which shall be the total number of full months in
      the Performance Period.  For purposes of this calculation, a
      partial month shall be treated as a full month to the extent 15 or more
      days in such month have elapsed.  To the extent Target Awards
      have not yet been established for the Performance Period, the Target
      Awards for the immediately preceding Performance Period shall be
      

            


    


    
      
         


      

      
        24

        
        

      

      
         


      

    


    
      	
               
      

            	
              used.  The
      pro-rata Awards shall be paid to the Key Employee in the form of a
      lump-sum cash payment.

            


    


    


    Furthermore,
during the two years following a Change in Control while these provisions remain
in effect, Awards to any Key Employees who qualify for Awards (in accordance
with the normal terms of the Plan or in accordance with this Article 12) will be
paid no later than March 15th of the
year following the Performance Period, in order to ensure that all Awards are
paid within the short-term deferral period described in Section 1.409A-1(b)(4)
of the Treasury Regulations.

    


    12.4        Miscellaneous

    


    Upon a
Change In Control, no action, including, but not by way of limitation, the
amendment, suspension, or termination of the Plan, shall be taken which would
affect the rights of any Key Employee or the operation of the Plan with respect
to any Award to which the Key Employee may have become entitled hereunder prior
to the date of the Change In Control or to which he or she may become entitled
as a result of such Change In Control.


    
      
         


      

      
        25

        
        

      

      
         


      

    


    ARTICLE
13  --  MISCELLANEOUS

    


    13.1             Nonassignability

    


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

    


    13.2             Withholding
Taxes

    


    The
Company shall be entitled to deduct from any payment under the Plan, regardless
of the form of such payment, the amount of all applicable income and employment
taxes required by law to be withheld with respect to such payment or may require
the Participant to pay to it such tax prior to and as a condition of the making
of such payment.

    


    13.3             Amendments
to Awards

    


    The
Committee may at any time unilaterally amend any unearned, deferred or unpaid
Award, including, but not by way of limitation, Awards earned but not yet paid,
to the extent it deems appropriate; provided, however, that any such amendment
which, in the opinion of the Committee, is adverse to the Participant shall
require the Participant's consent.

    


    
      	
              13.4

            	
              No
      Right to Continued Employment or
Grants

            


    

    


    Participation
in the Plan shall not give any Key Employee any right to remain in the employ of
the Company.  Kodak or, in the case of employment with a Subsidiary,
the Subsidiary, reserves the right to terminate any Key Employee at any
time.  Further, the adoption of this Plan shall not be deemed to give
any Key Employee or any other individual any right to be selected as a
Participant or to be granted an Award.

    


    13.5             Amendment/Termination

    


    The
Committee may suspend or terminate the Plan at any time with or without prior
notice.  In addition, the Committee, or any person to whom the
Committee has delegated the requisite authority, may, from time to time and with
or without prior notice, amend the Plan in any manner, but may not without
shareholder approval adopt any amendment which would require the vote of the
shareholders of Kodak pursuant to Section 162(m) of the Code, but only insofar
as such amendment affects Covered Employees.


    
      
         


      

      
        26

        
        

      

      
         


      

    


    13.6             Governing
Law

    


    The Plan
shall be governed by and construed in accordance with the laws of the State of
New York, except as superseded by applicable Federal Law, without giving effect
to its conflicts of law provisions.

    


    
      	
              13.7

            	
              No
      Right, Title, or Interest in Company
Assets

            


    

    


    To the
extent any person acquires a right to receive payments from the Company under
this Plan, such rights shall be no greater than the rights of an unsecured
creditor of the Company and the Participant shall not have any rights in or
against any specific assets of the Company.  All of the Awards granted
under the Plan shall be unfunded.

    


    13.8             No
Guarantee of Tax Consequences

    


    No person
connected with the Plan in any capacity, including, but not limited to, Kodak
and 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 amounts deferred under the Plan,
or paid to or for the benefit of a Participant under the Plan, or that such tax
treatment will apply to or be available to a Participant on account of
participation in the Plan.

    


    13.9             Compliance
with Section 162(m)

    


    If any
provision of the Plan would cause the Awards granted to a Covered Employee not
to constitute qualified Performance-Based Compensation under Section 162(m) of
the Code, that provision, insofar as it pertains to the Covered Employee, shall
be severed from, and shall be deemed not to be a part of, this Plan, but the
other provisions hereof shall remain in full force and effect.

    


    13.10           Exemption
From Section 409A

    


    The Plan
is intended to be exempt from Section 409A of the Code, and shall be construed
and administered accordingly.


    
      
         


      

      
        27