exhibit1019.htm


    
       

       

      
        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page


        

      

    


    Exhibit
(10.19)

    


    Eastman
Kodak Company

    


    Administrative
Guide for the 2004-2005 Performance Cycle

    of
the Leadership Stock Program

    under
Article 12 of the

    2000
OMNIBUS LONG-TERM COMPENSATION PLAN

     

     

    ARTICLE
1.  INTRODUCTION                                  1

    ARTICLE
2.  DEFINITIONS                                        3

    ARTICLE
3.  PARTICIPATION                                          6

    ARTICLE 4.  FORM
OF AWARDS                                           
7

    ARTICLE 5.  AWARD
ALLOCATION                                                                                     
8

    ARTICLE
6.  ESTABLISING PERFORMANCE
FACTORS                                                    
9

    ARTICLE
7.  DETERMINATION OF EARNED
AWARDS                                                  
11

    ARTICLE
8.  PRECONDITIONS TO RECEIPT OF AN EARNED
AWARD                       
12

    ARTICLE
9.  PAYMENT OF
AWARDS                                                                                   15

    ARTICLE
10.  DEFERRAL OF
AWARDS                                                                               
16

    ARTICLE
11.  DIVIDEND
EQUIVALENTS                                                                              
21

    ARTICLE
12.  MISCELLANEOUS                                                                                            
23

    EXHIBIT A - TARGET AWARD
RANGE (SECTION
5.2)                                                    
25

    EXHIBIT B - PERFORMANCE GOAL
(SECTION
6.2)                                                           
25

    EXHIBIT C - PERFORMANCE
FORMULA (SECTION
6.3)                                                  
25

    


    © 2006,
Eastman Kodak Company

    As
Amended Effective January 1, 2009

    


    


    


    


    


    


    



    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
1 

        

      

    


    


    Eastman
Kodak Company

    


    Administrative
Guide for the 2004-2005 Performance Cycle

    Of
the Leadership Stock Program

    Under
Article 12 of the

    2000
Omnibus Long-Term Compensation Plan

    


    


     ARTICLE
1.  INTRODUCTION

     

    


    1.1           Background

    


    Under
Article 12 of the 2000 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 executives
as the Committee in its discretion may determine, subject to such terms,
conditions and restrictions as it deems appropriate.  This
Administrative Guide was originally adopted by the Committee at its February 17,
2004 meeting, and was amended and restated by the Committee at its October 17,
2006 meeting, effective October 17, 2006, except that any changes related to the
definitions of, and references to Fair Market Value and Market Value shall be
effective January 1, 2006.

    


    1.2           Purpose

    


    This
Administrative Guide governs the Committee’s grant of Awards under Article 12 of
the Plan   pursuant to a subprogram that is hereinafter referred
to as the “Leadership Stock Program,” to be effective as of January 1, 2004, by
which the Committee will award the opportunity to earn shares of Common Stock
for the Cycle to (a) all executives employed by Kodak world-wide in wage grades
48 through 55, and
(b) certain designated senior-level executives employed by Kodak
Subsidiaries, with the objectives of improving the relationship between
controllable performance and realized compensation and enhancing the focus on
long-term operating goals.  It is expected that improvement in these
areas will have a corollary effect upon the price of the Common
Stock.

    


    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


    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
2 

        

      

    


    Performance
Criteria, Performance Goal 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 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.  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.

    


    


    



    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
3 

        

      

    


     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 regards 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 regards 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 interest 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 because the Participant has not elected to defer the
payment of his or her Award.

    


    
      	
              2.3

            	
              Cycle

            


    

    


    “Cycle”
or “Performance Cycle” means the two year period commencing on January 1, 2004
and ending December 31, 2005.

    


    2.4           Enrollment
Period

    


    “Enrollment
Period” means the single period of consecutive days, designated by the
Committee, provided, however, such period shall end on or before March 30 of the
first year in the Cycle.

    


    2.5           EPS

    


    “Earnings
per Share” or “EPS” means operational earnings per share determined in
accordance with generally accepted accounting principles consistently applied,
adjusted for the impact thereon of any acquisitions or divestitures and
excluding restructuring charges or any other one time charges, as finally
determined by the Company’s independent public accountants.


    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
4 

        

      

    


    2.6           Fair
Market Value

    


    “Fair
Market Value” means the mean of the high and low sales prices of a share of
Common Stock on a particular date on the New York Stock Exchange.  In
the event that the Common Stock is not traded on the New York Stock Exchange on
the relevant date, the Fair Market Value will be determined on the next
preceding day on which the Common Stock was traded.

    


    2.7           Interest
Rate

    


    Intentionally
Omitted

    


    2.8           Joint
Venture

    


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

    


    2.9           Market
Value

    


    Intentionally
Omitted

    


    2.10         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 Articles 10 or 11, until such time as the balance in the
Account is paid, canceled, forfeited or terminated, as the case may
be.

    


    2.11          Performance
Criteria

    


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

    


    
      	
              2.12

            	
              Performance
      Cycle

            


    

    


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


    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
5 

        

      

    


    


    2.13         Performance
Goal

    


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

    


    2.14         Target
Award

    


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

    


    2.15         Target
Award Range

    


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

    


    2.16         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 Articles 10 or 11,
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.

    


    
      	
              2.17

            	
              Valuation
      Date

            


    

    


    “Valuation
Date” means the date on which Awards under the Plan are paid or restrictions
with respect to Awards under the plan lapse, as applicable for purposes of the
relevant valuation.   If the applicable date in the preceding
sentence is not a business day, then the business day immediately prior to such
date shall be used.

    


    2.18         Vesting
Date

    


    “Vesting
Date” shall mean the date that is one (1) year following the end of the
Performance Cycle, except that the Vesting Date may be an earlier date with
respect to any particular Participant under the circumstances described in
Section 8.2  (Death, Disability, Retirement or Termination for an
Approved Reason) and 8.4 (Divestiture to an Unrelated Third Party)
below.


    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
6 

        

      

    


    


     ARTICLE
3.  PARTICIPATION

     

    


    3.1           In
General

    


    The
executives 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 world-wide in wage grades 48 through 55, 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 executives.  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 Worldwide Total Compensation Group.

    


    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.

    


    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.  In the case of the Participant’s
termination of employment on or before the Vesting Date, the Participant will no
longer be eligible to receive an Award for the Cycle and consequently, 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 8.4 (Divestiture to an Unrelated Third Party).

    


    



    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
7 

        

      

    


     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 Award.

    


    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 11, 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.

    



    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
8 

        

      

    


     ARTICLE
5.                                AWARD
ALLOCATION

     

    


    5.1           Target
Award Range

    


    The
attached Exhibit “A” shows by wage grade the range of the number of Units that
an eligible executive could be allocated with respect to the Performance Cycle
(the “Target Award
Range”).  Exhibit “A” also shows the midpoint for the Target
Award Range for each wage grade.

    


    5.2           Establishing
the Target Award

    


    No later
than the first day of the Cycle, 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 (from 0% – 150%) to be
applied to the midpoint of the Target Award Range applicable to that Participant
to determine the fixed number of Units that will be allocated to that
Participant.

    


    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 to be 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.

    


    The fixed
number of Units that are allocated to a Participant prior to the start of the
Performance Cycle is referred to herein and in the Plan as the “Target Award.”

    



    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
9 

        

      

    


     ARTICLE
6.  ESTABLISING PERFORMANCE FACTORS

     

    


    6.1           Performance
Criteria

    


    The
Committee has selected Earnings per Share as the “Performance Criteria” for
purposes of establishing the Performance Goal for the Performance
Cycle.

    


    6.2           Performance Goal

    


    No later
than its regularly scheduled meeting for the month of February in the first year
of the Performance Cycle, the Committee shall establish the target amount of
Earnings per Share for each of the two calendar years of the Performance Cycle
that, when aggregated, will serve as the “Performance Goal” for purposes
of assessing the Company’s performance during the entire Performance
Cycle.

    


    The
Committee will also establish the minimum aggregate amount of Earnings per Share
for the two calendar years of the Performance Cycle (the “Minimum Performance Goal”)
that will serve as the minimum actual Earnings per Share for the entire
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 Goal and the Minimum Performance Goal 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 Award x
Applicable Award Percentage

    


    The
Company’s actual Earnings per Share for the entire Performance Cycle in relation
to the Performance Goal shall be used to determine the Applicable Award
Percentage.

    


    No later
than its regularly scheduled meeting for the month of February in the first year
of the Performance Cycle, the Committee shall establish the specific formula by
which the Applicable Award Percentage will be determined.


    
      
        
          As
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
10 

        

      

    


    For
example, a table such as the following may be used to determine the Applicable
Award Percentage:

    


    
      	
              As an example
      only:

            	 
      
	
              EPS
      Performance as a % of

              EPS
      Performance Goal

            	
              Applicable
      Award

              Percentage

            
	 
      	 
      
	
                 If  <
      80%

            	
              0%

            
	
                 If  80%
      (the Minimum Performance Goal)

            	
              80%

            
	
                 If  >80%
      but <100%

            	
              pro-rata

            
	
                 If  100%
      (the Performance Goal)

            	
              100%

            
	
                 If  >100%
      but <200%

            	
              pro-rata

            
	
                 If  $200%

            	
              200%

            
	 
      	 
      


    

    


    The
Committee will cause the Performance Formula that is to be used to establish the
Applicable Award Percentage to be documented in an Exhibit “C” to this
Administrative Guide.


    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
11 

        

      

    


     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 Goal for the
Performance Cycle has been achieved.  If the Committee certifies that
the Minimum Performance Goal has been achieved, it shall, based upon application
of the Performance Formula to the Performance Goal for this Cycle, also
calculate and certify in writing the Applicable Award Percentage.  The
Committee shall then determine and certify the actual amount of each
Participant’s Award that has been earned for the Performance Cycle, with any
fractional shares being rounded up to a whole share.

    


    7.2           Negative
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 Negative Discretion, reduce or eliminate the amount of the
Award that would otherwise be earned by application of  the
Performance Formula, if, in its sole judgment, such reduction or elimination is
appropriate.

    



    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
12 

        

      

    


     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 11
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 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 first year of the
two years in the Performance Cycle, such Participant shall be entitled to
receive a pro-rata Award calculated according to the formula set forth in
Section 8.5 below.

    


    In the
event a Participant’s employment with the Company ceases at any time during the
first of the two years in 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.

    


    For
purposes of Section 9.1, the Vesting Date of a Participant entitled to receive a
pro-rata Award pursuant to Section 8.2 shall be deemed to be the date the
Committee has certified the Company’s performance for the entire Performance
Cycle as provided in Section 7.1.


    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
13 

        

      

    


    8.3           Divestiture
to a Kodak Joint Venture

    


    Notwithstanding
any provision contained in this Article 8 to the contrary, if 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 business unit
in which the Participant was employed, such Participant will be entitled to
receive a pro-rata Award, calculated according to the formula set forth in
Section 8.5 below, provided that (a) his
or her employment with the Company ceases after the first of the two years in
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 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
a pro-rata Award, calculated according to the formula set forth in Section 8.5
below, provided
that his or her employment with the Company ceases after the first of the two
years in the Performance Cycle.

    


    A
Participant whose employment with the Company ceases at any time during the
first of the two years in 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.

    


    For
purposes of Section 9.1, the Vesting Date of a Participant entitled to receive a
pro-rata Award pursuant to Section 8.4 shall be deemed to be the date the
Committee has certified the Company’s performance for the entire Performance
Cycle as provided in Section 7.1.

    



    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
14 

        

      

    


    8.5           Pro-rata
Award

    


    The
pro-rata Award to which a Participant may become entitled pursuant to the
provisions of Sections 8.2, 8.3 or 8.4 shall be determined by applying a
percentage to the amount of the Award that the Committee certifies according to
Section 7.2 as the amount that would have been earned by the Participant after
application of the Performance Formula for the entire Performance
Cycle.  The percentage to be applied shall be determined by dividing
the number of full months in the Performance Cycle prior to the Participant’s
cessation of employment with the Company by the total number of full months in
the Performance Cycle.  For purposes of this calculation, a partial
month shall be treated as a full month to the extent of 15 or more days in such
month have elapsed.

    



    
      
        
          As
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
15 

        

      

    


    


     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 11 shall be paid as soon as is
administratively practicable after the Vesting Date by the procedure described
in Section 9.3

    


    9.2           Form of Payment of
Awards

    


    Awards
for this Cycle including any dividend equivalents that are credited to the
Account pursuant to Article 11 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.

    


    9.3           Issuance
of Shares of Common Stock

    


    On the
Award Payment Date, Kodak will, unless a valid deferral election has been made
by the Participant pursuant to Article 10 of this Administrative Guide, subtract
from a Participant's account the number of Units that are withheld for taxes
under Section 12.6 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.

    


    


    



    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
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          2000
Omnibus long-Term Compensation Plan

          Page
16 

        

      

    


     ARTICLE
10.  DEFERRAL OF AWARDS

     

    


    10.1         Election to Defer
Awards

    


    Pursuant
to the provisions of this Article 10, a Participant may irrevocably elect to
defer receipt of all (but not less than all) of the Award earned by the
Participant for this Cycle including any dividend equivalents that are credited
to the Account pursuant to Article 11.  However, the filing of such an
election by a Participant shall not in any manner entitle the Participant to
receive payment of an Award for the Cycle.  The determination as to
whether or not such Participant becomes entitled to payment of an Award for the
Cycle will be decided solely in accordance with the terms of this Administrative
Guide and the Plan.

    


    10.2         Time of Election

    


    A
Participant who wishes to defer an Award, or a portion thereof, must elect to do
so during the Enrollment Period by following the procedure described in Section
10.3 below.

    


    10.3         Manner of Electing
Deferral

    


    A
Participant may irrevocably elect to defer all (but not less than all) of the
Award to which the Participant may become entitled for this Cycle including any
dividend equivalents that are credited to the Account pursuant to Article 11 by
executing and returning the election form provided by the Company to the person
or department designated by the Company during the Enrollment
Period.  The Participant may elect to receive payment of the deferred
Award in either a single sum or in ten (10) annual installments, payable in each
case following the termination of the Participant’s employment with the
Company.  Notwithstanding the Participant’s election to receive
payment of the deferred Award in installments, if at any time following the
termination of the Participant’s employment with the Company, the value of the
Participant’s Account is less than $10,000, the Company may pay the entire
balance of any amount due to the Participant under the Leadership Stock Program
in a lump sum.

    


    10.4         Procedure of Accounting for Award
Deferrals

    


    In the
event a Participant who has made an irrevocable election to defer an Award in
accordance with the procedure described in Section 10.3, would otherwise be
entitled to be paid an Award, the Award deferred by a Participant will, in lieu
of being paid to the Participant in the form of shares of Common Stock, remain
credited to the Participant’s Account in the form of an equal number of
Units.


    
      
        
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Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
17 

        

      

    


    


    10.5         Dividend
Equivalents

    


    In the
case of a Participant who has earned an Award for this Cycle, the payment of
which has been deferred by the Participant in accordance with the procedure
described in Section 10.3, the provisions of Sections 10.6, 10.7 and 10.8 will
apply on and after the Vesting Date.

    


    10.6         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 Account of a
Participant described in Section 10.5.  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 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.

    


    10.7         Cash
Dividends

    


    Effective
as of the payment date for each cash dividend on the Common Stock, additional
Units shall be credited to the Account of a Participant described in Section
10.5.  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 held in
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.

     

    10.8         Reorganization

    


    If the
Company undergoes a reorganization (as defined in Section 368(a) of the Code)
after the Vesting Date of a Participant described in Section 10.5, the Committee
may, in its sole and absolute discretion, take whatever action it deems
necessary, advisable or appropriate with respect to the Account of such a
Participant in order to reflect such transaction, including, but not limited to,
adjusting the number of Units credited to such a Participant's
Account.


    
      
        
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Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
18 

        

      

    


    


    


    10.9         Termination
of Employment After Deferral

    


    
      
        	
                The
      balance in a Participant’s Account following the Vesting Date of the
      Participant, the payment of which has been deferred by the Participant,
      shall remain in the Participant’s Account until the Participant’s
      employment with the Company is
terminated.

              


      

    

    


    
      	
               
      

            	
              (i)

            	
              Death.  If
      such Participant’s employment is terminated due to his or her death,
      payment of the deceased Participant's Account shall be made in accordance
      with the provisions of Section
10.11.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Termination of Employment for
      Other Than Death.  If such Participant’s employment is
      terminated for any reason other than death, his or her Account shall be
      distributed in accordance with the provisions of Section
      10.10.

            


    

    


    10.10       Payment of
Accounts

    


    No
withdrawal shall be permitted after the Vesting Date from a Participant's
Account, the payment of which has been deferred by the Participant, except as
provided in this Section 10.10, Sections 10.11 and 10.12 and Plan Articles 17
and 18.

    


    (i)           Manner of
Payment.   Payment of such Participant's Account shall be
made in accordance with the election made by the Participant pursuant to Section
10.3.

    


    (ii)           Form of
Payment.   Payment from such Participant's Account shall,
at the sole and absolute discretion of the Committee, be made in cash or Common
Stock, or a combination thereof.  Payment in Common Stock shall be
made by the Company subtracting from a Participant's account the number of Units
that are withheld for taxes under Section 12.6 below, and then, with respect to
the remaining Units, instructing 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.

    


    (iii)           Timing of
Payment.  Payment of the deferred Award (or in the applicable
case, the first installment thereof) is to be made on the fifth business day in
March following the Participant’s termination of employment and payment of any
subsequent installment due to the Participant shall be made on the fifth
business day in each succeeding March. 


    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
19 

        

      

    


    (iv)           Valuation.  If
payment of such a Participant's Account is to be paid in installments, the
amount of each payment shall be equal to the Fair Market Value, as of the
immediately preceding Valuation Date, of the Participant's Account, divided by
the number of installments remaining to be paid.

    


    10.11      Payment after
Death

    


    If a
Participant dies after the Vesting Date but prior to complete payment of his or
her Account, the payment of which has been deferred by the Participant, the
provisions of this Section 10.11 shall become operative.  The balance
of such Participant's Account shall be paid in the form of shares of Common
Stock, with payment to the deceased Participant's estate within 30 days after
appointment of a legal representative of the deceased Participant.  In
any event, payment will be made no later than the end of the taxable year of
death (or, if later, the fifteenth day of the third month following the date of
death).

    


    Upon
payment, Kodak will subtract from the Participant's account the number of Units
that are withheld for taxes under Section 12.6 below, and then, with respect to
the remaining Units, promptly instruct its transfer agent to reflect, in an
account on the books of the transfer agent, the shares of Common Stock that are
to be delivered.  Upon request, the transfer agent will deliver a
stock certificate for the remaining number of shares of Common Stock held in
that account.

    


    10.12      Hardship

    


    Upon
written approval from the Committee, a Participant, whether or not he or she is
still employed by the Company, may be permitted to receive all or part of the
balance in his or her Participant Account, the payment of which has been
deferred by the Participant, if the Committee, in its sole and absolute
discretion, determines that an emergency event beyond the Participant's control
exits which would cause such Participant severe financial hardship if the
payment of his or her deferred Award were not approved.  A
distribution shall be permitted only to the extent that the emergency event
constitutes an “unforeseeable emergency” within the meaning of Section 409A of
the Internal Revenue Code (the “Code”) and the treasury regulations and other
official guidance issued thereunder (collectively, “Section
409A”).  An “unforeseeable emergency” is a severe financial hardship
to the Participant resulting from an illness or accident of the Participant, the
Participant’s spouse, the Participant’s beneficiary or the Participant’s
dependent(s) (as defined in Code Section 152 without regard to


    
      
        
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Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
20 

        

      

    


    Sections
152(b)(1), (b)(2) and (d)(1)(B)) or loss of the Participant’s property due to
casualty or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Participant (as contemplated by
Code Section 409A).  Any such distribution for hardship shall be
limited to the amount needed to meet such emergency.

    


    10.13      Withholding

    


    The
Company will subtract from any payment to the Participant an amount that is
withheld for taxes under Section 12.6 below.

    


    10.14      Statement of
Account

    


    Statements
will be sent no less frequently than annually after the Vesting Date to each
Participant showing the value of the Participant's Account, the payment of which
has been deferred by the Participant.

    


    10.15      No
Deferral Prohibited by Law

    


    No
Participant shall be permitted to defer receipt of the Award granted to him or
her for this Cycle where such deferral is either impractical under or prohibited
by any applicable governmental law, regulation, rule or administrative
action.


    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
21 

        

      

    


     ARTICLE
11.  DIVIDEND EQUIVALENTS

     

    


    11.1         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 11.2 and Section
11.3.  Any such additional Units will be credited as of the payment
date for each such dividend.

    


    11.2         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.

    


    11.3         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.

    



    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
22 

        

      

    


    11.4         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.

    



    
      
        
          As
amended 01-01-2009 

        

         


      

      
         


        
        

      

      
         


        
          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
23 

        

      

    


     ARTICLE
12.  MISCELLANEOUS

     

    


    12.1         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 and the Exchange Act and all rules promulgated thereunder.

    


    12.2         Termination/Amendment

    


    The
Committee may suspend or terminate the Leadership Stock Program in whole or in
part at any time, provided, however, no such suspension or termination shall
cause a violation of Section 409A.  In addition, the Committee may, at
any time and from time to time, amend this Administrative Guide in any manner,
provided, however, no such amendment shall cause a violation of Section
409A.

    


    12.3         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, in so far 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 force and effect.  Further, 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.

    


    12.4         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.


    
      
        
          As
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
24 

        

      

    


    12.5         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 deferred under the Leadership Stock Program, or 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.

    


    12.6         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.

    


    12.7         Section
409A Compliance

    


    The
Awards deferred pursuant to Article 10 of this Administrative Guide are intended
to comply with Section 409A, 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.


    
      
        
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          Administrative
Guide for

          2004-2005
Performance Cycle

          Leadership
Stock Program

          under
Article 12 of the

          2000
Omnibus long-Term Compensation Plan

          Page
25 

        

      

    


    


    


    


    


    


     EXHIBIT A - TARGET AWARD RANGE (SECTION
5.2) (INCLUDED WITH ORIGINAL)

     

    


     EXHIBIT B - PERFORMANCE GOAL (SECTION
6.2) (INCLUDED WITH ORIGINAL)

     

    


     EXHIBIT C - PERFORMANCE FORMULA (SECTION
6.3) (INCLUDED WITH ORIGINAL)

     

    



    
      
        
          As
amended 01-01-2009