Exhibit (10) II.


NOTICE OF AWARD OF NON-QUALIFIED STOCK OPTIONS


GRANTED TO __________


EFFECTIVE ______


PURSUANT TO THE


2005 OMNIBUS LONG-TERM COMPENSATION PLAN


 

	
  
 
  	
  
APPROVED BY:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Action   by the Executive Compensation and 
   Development Committee effective
  
	
  
,
  	
  
________________________, ____________
  











NOTICE OF AWARD OF NON-QUALIFIED STOCK OPTIONS
 GRANTED TO _______________
 EFFECTIVE __________
 PURSUANT TO THE
 2005 OMNIBUS LONG-TERM COMPENSATION PLAN


	
  
1.
  	
  
Background
  
	
  
 
  	
  
 
  
	
  
Under Article 8 of the 2005 Omnibus Long-Term   Compensation Plan (the “Plan”), the Executive Compensation and Development   Committee (the “Committee”) may, among other things, award non-qualified   stock options of the Company’s Common Stock to the Company’s non-employee   Directors, subject to such terms, conditions and restrictions as it deems   appropriate.
  
	
  
 
  	
  
 
  
	
  
2.
  	
  
Award
  
	
  
 
  	
  
 
  
	
  
The Committee granted, effective __________ (the   “Grant Date”), __________ (the “Participant”) an award of __________   (__________) non-qualified stock options (the “Award”).  One option provides for the ability to   purchase a single share of Common Stock.    The Award is granted under the Plan, subject to the terms and   conditions of the Plan and those set forth in this Notice of Award of   Non-Qualified Stock Options (“Award Notice”).  To the extent there is any inconsistency between the terms of   this Award Notice and the Plan, the terms of the Plan will control.
  
	
   
  	
  
 
  
	
  
3.
  	
  
Terms and Conditions of Award
  
	
  
 
  	
  
 
  
	
  
The following terms and conditions will apply to the   Award:
  
	
  
 
  	
  
 
  
	
  
(a)
  	
  
Option Price.  The option price for the options evidenced   by way of this Award Notice will be the mean between the high and low at   which Kodak Common Stock trades on the New York Stock Exchange on the Grant   Date, i.e., $__________.
  
	
  
 
  	
  
 
  
	
  
(b)
  	
  
Duration of Option.  Notwithstanding Section 3(g) below, each   option will expire at the close of business on the day immediately prior to   the seventh (7th) anniversary of the Grant Date, unless sooner terminated or   forfeited in accordance with the terms and conditions of this Award Notice or   the Plan.
  
	
  
 
  	
  
 
  
	
  (c)
  	
  
Vesting.  No option will be exercisable prior to the   date on which it vests.  The options   will vest in __________ (___) installments on the _____, _____ and _____   anniversaries of the Grant Date, except as otherwise provided in Section   3(g)(ii).  The options must be   exercised by written notice or by any other method permitted by the Committee   stating the number of options to be exercised.
  











Award Notice


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_______________


Page 3

	
  
(d)
  	
  
Payment of Option Price.  The option price for the share for which   an option is exercised by the Participant will be paid by the Participant on   the date the option is exercised in cash, in shares of Common Stock owned by   the Participant, or a combination of the foregoing.  Any share of Common Stock delivered in payment of the option   price will be valued at its Opening Price on the date of exercise.
  
	
  
 
  	
  
 
  
	
  (e)
  	
  
Rights as a Shareholder.  The Participant will not have any of the   rights of a shareholder with respect to the shares of Common Stock covered by   an option except to the extent one or more certificates for such shares will   be delivered to him or her upon the exercise of such option.
  
	
  
 
  	
  
 
  
	
  
(f)
  	
  
Broker Assisted Exercise.  Notwithstanding Section 3(d) above, the   Participant may, subject to Section 5 hereof, exercise any option granted to   him or her under this Award Notice by way of the Company’s broker-assisted   stock option exercise program, to the extent such program is available at the   time of such exercise.
  
	
  
 
  	
  
 
  
	
  
(g)
  	
  
Cessation of Board Membership.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
Forfeiture.  The provisions of this   Section 3(g)(i) will apply insofar as the Participant’s Board membership   ceases for any reason, whether voluntarily or involuntarily, after the Grant   Date.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(A)
  	
  
Unvested Options.  Effective upon the date of the   Participant’s termination of Board membership, all of the unvested portion of   the Participant’s options will be immediately forfeited; provided, however,   (1) if the Participant’s Board membership is terminated by reason of   Retirement or an Approved Reason, the unvested options will continue vesting   pursuant to Section 3(c) and will expire on the date set forth in Section   3(b) above, and (2) if the Participant’s Board membership is terminated by   reason of death, the unvested options will immediately vest in accordance   with Section 3(g)(ii) and will expire on the date set forth in Section 3(b)   above, in each case, unless sooner forfeited in accordance with the terms of   this Award Notice or the Plan.
  











  Award Notice

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  Page 4

	
   
  	
  
 
  	
  
(B)
  	
  
Vested Options.  On the sixtieth (60th) day after the date   of the Participant’s termination of Board membership, all of the vested   portion of the Participant’s options will expire; provided, however, if the   Participant’s Board membership is terminated by reason of death, Retirement   or an Approved Reason, the vested options will expire on the date set forth   in Section 3(b) above, unless sooner forfeited in accordance with the terms   of this Award Notice or the Plan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
Accelerated Vesting on Death.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Notwithstanding Section 3(c) above to the contrary,   if the Participant dies prior to the vesting of all of the nonqualified stock   options granted to him or her under this Award Notice, all of such unvested   options will immediately vest on the date of the Participant’s death and may   be exercised by the Participant’s estate, subject to the Plan’s terms and   conditions, at any time between such date and the date set forth in Section   3(b) above, unless sooner forfeited in accordance with the terms of this   Award Notice or the Plan.
  
	
   
  	
  
 
  
	
  
4.
  	
  
Definitions
  
	
  
 
  
	
  
Any defined term used in this Award Notice, other   than those set forth below, will have the same meaning for purposes of this   document as that ascribed to it under the terms of the Plan.  The following definitions will apply to   this Award Notice:
  
	
  
 
  
	
  
(a)
  	
  
Approved Reason.   “Approved Reason” means a reason for terminating Board membership with the   Company which, in the opinion of the Committee, is in the best interests of   the Company.
  
	
  
 
  	
  
 
  
	
  
(b)
  	
  
Retirement.  “Retirement” means   voluntary cessation of the Participant’s Board membership on or after the   Participant’s 70th birthday.
  
	
  
 
  	
  
 
  
	
  
(c)
  	
  
Opening Price.  “Opening Price” means the opening price of   the Common Stock on the New York Stock Exchange on the relevant date;   provided, however, if the Common Stock is not traded on the relevant date,   then the opening price on the immediately preceding date on which the Common   Stock is traded will be used.
  










Award Notice

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Page 5

	
  
5.
  	
  
Section 16 of the Exchange Act
  
	
  
 
  	
  
 
  
	
  
In order to avoid any Exchange Act violations, the   Committee may, at any time and from time to time, impose additional   restrictions upon the Award, including, but not by way of limitation,   restrictions regarding the Participant’s ability to exercise options under   the Company’s broker-assisted stock option exercise program under Section   3(f).
  
	
  
 
  	
  
 
  
	
  
6.
  	
  
Non-Assignability
  
	
  
 
  	
  
 
  
	
  
(a)
  	
  
In General.  Except as specified in Section 6(b), the   Award will not in any manner be subject to alienation, anticipation, sale,   transfer, assignment, pledge or encumbrance.
  
	
   
  	
  
 
  
	
  
(b)
  	
  
Transfers.  The non-qualified stock options granted   pursuant to this Award Notice are transferable in accordance with, and subject   to, the terms and conditions set forth in Section 16.1(b) of the Plan.
  
	
  
 
  	
  
 
  
	
  
7.
  	
  
Effect of Award Notice
  
	
  
 
  	
  
 
  
	
  
This Award Notice, including its reference to the   Plan, constitutes the entire understanding between the Company and the   Participant concerning the Award and supersedes any prior notices, letters,   statements or other documents issued by the Company relating to the Award and   all prior agreements and understandings between the Company and the   Participant, whether written or oral, concerning the Award.
  
	
  
 
  	
  
 
  
	
  
8.
  	
  
Miscellaneous
  
	
  
 
  	
  
 
  
	
  (a)
  	
  
Headings.  The headings of the Sections of this Award   Notice have been prepared for convenience and reference only and will not   control, affect the meaning, or be taken as the interpretation of any   provision of the Award Notice.
  
	
  
 
  	
  
 
  
	
  
(b)
  	
  
Applicable Law.  All matters pertaining to this Award   Notice (including its interpretation, application, validity, performance and   breach) will be governed by, and construed and enforced in accordance with,   the laws of the State of New York (except as superseded by applicable Federal   Law) without giving effect to principles of conflicts of law.
  
	
  
 
  	
  
 
  
	
  
(c)
  	
  
Amendment.  The Committee may, from time to time,   amend this Award Notice in any manner.
  











  Award Notice

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  Page 6

	
  9.
  	
  Administration
  
	
   
  	
   
  
	
  The Committee will have full and absolute authority   and discretion, subject to the provisions of the Plan, to interpret, construe   and implement this Award Notice, to prescribe, amend and rescind rules and   regulations relating to it, and to make all other determinations necessary,   appropriate or advisable for its administration.  All such Committee determinations will be final, conclusive and   binding upon any and all interested parties and their heirs, successors, and   personal representatives.