Exhibit (10) HH.


_________ __, 200_

Administrative Guide

Page 1


Administrative Guide for __________ __, 200_ Grant of 
 Non-Qualified Stock Options under the
 2005 Omnibus Long-Term Compensation Plan

	
  
Article
  	
   
 	
  
Page
  
	
  


  	
  
 
  	
  


  
	
  
1.
  	
  
Background   and Purpose
  	
  
 
  	
  
2
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  2.
  	
  
Terms of   Awards
  	
  
 
  	
  
2
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
3.
  	
  
Form of   Awards
  	
  
 
  	
  
2
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
4.
  	
  
Eligibility
  	
  
 
  	
  
2
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  5.
  	
  
Size of   Awards
  	
  
 
  	
  
3
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
6.
  	
  
Date of   Grant
  	
  
 
  	
  
3
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
7.
  	
  
Terms and   Conditions of Awards
  	
  
 
  	
  
3
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  8.
  	
  
Termination   of Employment
  	
  
 
  	
  
4
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
9.
  	
  
Definitions
  	
  
 
  	
  
5
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
10.
  	
  
Section 16 of   the Exchange Act
  	
  
 
  	
  
9
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  11.
  	
  
Non-Assignability
  	
  
 
  	
  
9
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
12.
  	
  
Effect of   Administrative Guide
  	
  
 
  	
  
9
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
13.
  	
  
Miscellaneous
  	
  
 
  	
  
9
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  14.
  	
  
Administration
  	
  
 
  	
  
10
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
15.
  	
  
Impact on   Benefits
  	
  
 
  	
  
10
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
16.
  	
  
Award Notice
  	
  
 
  	
  
10
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  17.
  	
  No Right to   Continued Employment
  	
   
  	
  10
  



LIST OF EXHIBITS

	
  Exhibit “A”
  	
  Size of   Awards granted to Corporate Officers
  	
   
  	
  11
  










_________ __, 200_
 Administrative Guide
 Page 2


 


Administrative Guide for __________ __, 200_ Grant of
 Non-Qualified Stock Options under the
 2005 Omnibus Long-Term Compensation Plan

	
  
1.
  	
  
Background   and Purpose
  




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 those Employees as the Committee in its discretion may determine, subject to such terms, conditions and restrictions as it deems appropriate.  The Committee’s charter permits delegation of its authority to grant certain awards pursuant to the terms contained therein.


The purpose of this Administrative Guide is to evidence the Committee’s grant of non-qualified stock option awards, effective as of ___________ __, 200_, to those Employees who are corporate officers of Kodak.

	
  
2.
  	
  
Terms   of Awards
  



Any award of non-qualified stock options issued under this Administrative Guide (hereinafter individually referred to as an “Award” and collectively as the “Awards”) are granted under the Plan, subject to the terms and conditions of the Plan and those set forth in this Administrative Guide, the Plan, and the Award Notice.  To the extent there is any inconsistency between the terms of this Administrative Guide and the Plan, the terms of the Plan will control.

	
  
3.
  	
  
Form   of Awards
  




All of the Awards will be granted in the form of non-qualified stock options.  One option provides for the ability to purchase a single share of Common Stock.

	
  
4.
  	
  
Eligibility
  




All of Kodak’s corporate officers will be eligible for an Award; provided that they have signed an Employee’s Agreement in a form acceptable to the Director, Human Resources, Eastman Kodak Company.  Any Kodak corporate officer who fails to sign such an Employee’s Agreement on or prior to the date of grant specified in Section 6 below will not receive an Award.









_________ __, 200_
 Administrative Guide
 Page 3


	
  
5.
  	
  
Size   of Awards
  




Attached Exhibit A sets forth the size of the Awards granted by the Committee under this Administrative Guide to each corporate officer of Kodak.

	
  
6.
  	
  
Date   of Grant
  




All of the Awards will be granted effective as of __________ __, 200_ (the “Grant Date”).  

	
  
7.
  	
  
Terms   and Conditions of Awards
  




The following terms and conditions will apply to the Awards:

	
   
  	
  
(a)
  	
  
Option   Price.  The option   price for the options evidenced by way of this Administrative Guide will be   the mean between the high and low at which the Kodak Common Stock trades on   the New York Stock Exchange on the Grant Date, i.e., $_____.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Duration   of Option.    Notwithstanding Section 8(d) 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 forfeited in accordance with the   terms and conditions of this Administrative Guide, the Plan, or the Award   Notice.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Vesting.  No option will be exercisable prior to the   date on which it vests.  The options   will vest in __________ (___) installments on the ________ __, 20__, ________   __, 20__ and ________ __, 20__, except as otherwise provided in Section 8(d).  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.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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)
  	
  
Withholding.  The Participant will pay the amount of   taxes required to be withheld upon exercise of his or her options by   delivering a check made payable to the Company.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(f)
  	
  
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.
  










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 Administrative Guide
 Page 4

	
  
 
  	
  
(g)
  	
  
Broker Assisted Exercise.  Notwithstanding Sections 7(d) and 7(e)   above, the Participant may, subject to Section 10 hereof, exercise any option   granted to him or her under this Administrative Guide 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.    Pursuant to the terms of such program, the amount of any taxes   required to be withheld upon exercise of any options must be paid in cash   directly to the Company.
  





	
  
8.
  	
  
Termination   of Employment.
  




The following terms and conditions will apply to the Awards:

	
   
  	
  
(a)
  	
  
Forfeiture.  The provisions of this Section 8(a) will   apply insofar as the Participant’s employment is terminated for any reason,   whether voluntarily or involuntarily, after the Grant Date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Unvested Options.  Effective upon the date of the   Participant’s termination of employment, all of the unvested portion of the   Participant’s options will be immediately forfeited; provided, however, (1)   if the Participant’s employment is terminated by reason of Retirement,   Layoff, an Individual Retirement Plan, a Special Separation Program, or an   Approved Reason not covered by clauses (i) through (vi) of Section 9(a)   hereof, the unvested options will continue vesting pursuant to Section 7(c)   and will expire on the third anniversary of the date of the Participant’s   termination of employment, and (2) if the Participant’s employment is   terminated by reason of death, Disability, a Divestiture or a Transfer, the   unvested options will immediately vest in accordance with Section 8(d) and   will expire on the third anniversary of the date of the Participant’s   termination of employment, in each case, unless
sooner forfeited in   accordance with the terms of this Administrative Guide or the Plan.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(c)
  	
  
Vested Options.  On the sixtieth (60th) day after the date   of the Participant’s termination, all of the vested portion of the   Participant’s options will expire; provided, however, (1) if the   Participant’s employment is terminated by reason of death, Disability or an   Approved Reason, the vested options will expire on the third anniversary of   the date of the Participant’s termination of employment, unless sooner   forfeited in accordance with the terms of this Administrative Guide or the   Plan, and (2) if the Participant’s employment is terminated for Cause, all of   the vested options, together with any unvested options, will be immediately   forfeited.
  











_________ __, 200_
 Administrative Guide
 Page 5

	
  
 
  	
  
(d)
  	
  
Accelerated Vesting.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(i)
  	
  
Death.  Notwithstanding Section 7(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 Administrative   Guide, 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   third anniversary of the date of the Participant’s death, unless sooner   forfeited in accordance with the terms of this Administrative Guide or the   Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
Disability, Divestiture or Transfer.  Notwithstanding Section 7(c) above to the   contrary, if the Participant’s employment terminates as a result of   Disability, a Divestiture or a Transfer prior to the vesting of all of the   nonqualified stock options granted to him or her under this Administrative   Guide, all of such unvested options will immediately vest on the date of the   Participant’s termination of employment and may be exercised, subject to the   Plan’s terms and conditions, at any time between such date and the third   anniversary of the date of the Participant’s termination of employment,   unless sooner forfeited in accordance with the terms of this Administrative   Guide or the Plan.
  





	
  
9.
  	
  
Definitions
  




Any defined term used in this Administrative Guide, other than those set forth in this Section 9, will have the same meaning for purposes of this document as that given to it under the terms of the Plan.  The following definitions will apply to this Administrative Guide:

	
  
 
  	
  
(a)
  	
  
Approved Reason.   “Approved Reason” means a reason for terminating employment with the Company   which, in the opinion of the Committee with respect to Participants who are   subject to Section 16 of the Exchange Act or who are Covered Employees within   the meaning of Section 162(m) of the Code, and the opinion of the Chief   Executive Officer with respect to all other Participants, is in the best   interests of the Company.  Subject to   the limitation set forth in the sentence above, the Committee or the Chief   Executive Officer may determine what other circumstances, if any, besides   those specifically described in this subsection constitute a termination of   employment for an Approved Reason.    The following types of terminations of employment will be for an   Approved Reason:
  










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 Administrative Guide
 Page 6

	
  
 
  	
  
 
  	
  
(i)
  	
  
Divestiture.  The Participant terminates employment as a   direct result of a Divestiture; provided, however, that following the   Divestiture the Participant is not employed by an entity within Kodak’s   controlled group for financial reporting purposes.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
Layoff.  The Participant terminates employment as a   result of a Layoff; provided, however, the Participant complies with all of   the applicable conditions required in order to receive severance benefits   under the terms of the benefit plan providing the severance benefits due to   the Layoff and, in particular, in those cases where the receipt of severance   benefits is conditioned on the execution of a general release, the   Participant signs and does not revoke the general release.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
Retirement.  The Participant terminates employment as a   result of Retirement.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iv)
  	
  
Special Separation Program.  The Participant terminates employment   under a Special Separation Program; provided, however, the Participant   complies with all of the applicable conditions of the program.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(v)
  	
  
Transfer.  The Participant terminates employment as a   result of a Transfer.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(vi)
  	
  
Individual Retirement Plan.  The Participant retires pursuant to the   terms of an Individual Retirement Plan; provided, however, the Participant   complies with all of the applicable conditions of the plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Cause.  “Cause” means:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
the Participant’s failure to perform his or her   duties in a manner deemed satisfactory by the Participant’s supervisor; or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
the Participant’s failure to follow a lawful written   directive of the Company’s Chief Executive Officer, the Participant’s supervisor   or any other person to whom the Participant has a reporting relationship in   any capacity; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
the Participant’s violation of any material rule,   regulation, or policy that may be established from time to time for the   conduct of his or her employer’s business; or
  











_________ __, 200_
 Administrative Guide
 Page 7

	
   
  	
  
 
  	
  
(iv)
  	
  
the Participant’s unlawful possession, use or sale   of narcotics or other controlled substances, or performing job duties while   illegally used controlled substances are present in the Participant’s system;   or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(v)
  	
  
any act of omission or commission by the Participant   in the scope of his or her employment (A) which results in the assessment of   a civil or criminal penalty against the Participant or the Participant’s employer,   or (B) which in the reasonable judgment of the Participant’s supervisor could   result in a material violation of any foreign or U.S. federal, state or local   law or regulation having the force of law; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(vi)
  	
  
the Participant’s conviction of, or plea of, guilty   or no contest to any crime involving moral turpitude; or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(vii)
  	
  
any misrepresentation of a material fact to, or   concealment of a material fact from, the Participant’s supervisor or any   other person to whom the Participant has a reporting relationship in any   capacity; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(viii)
  	
  
the Participant’s breach of his or her Eastman Kodak   Company Employee’s Agreement or any similar agreement required of the   Participant’s employer or the Participant’s breach of the Eastman Kodak Company   Business Conduct Guide.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
A Participant may be treated as terminating   employment for Cause for purposes of this subsection even though the   Participant may not be considered by his or her employer as terminating   employment for cause for any other purpose.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Divestiture.  “Divestiture” means any one or more of the   following transactions: (i) the sale or other transfer to an unrelated entity   of all or substantially all of the assets used by the Participant’s employer   in a trade or business conducted by the Participant’s employer; (ii) if the   Participant was employed by a subsidiary corporation (within the meaning of   Code section 424(f)) of Kodak, or by a corporation that is a member of a   controlled group of corporations (within the meaning of Code section 414(b)   as modified by Code section 415(h)) that includes Kodak, the liquidation,   sale, or other means of terminating the parent-subsidiary or controlled group   relationship of the Participant’s employer with Kodak; (iii) the loss or   expiration of a contract with a government agency and the entry into a   successor contract by an unrelated entity and such government agency; (iv)   the sale or other 














_________ __, 200_
 Administrative Guide
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transfer of all or substantially all of the assets   used by the Participant’s employer at a plant, facility, or other business   location of the Participant’s employer; (v) any other sale, transfer, or   disposition of assets of the Participant’s employer to an unrelated entity;   or (vi) any change in the contractual arrangements governing the performance   of the Participant’s services where, immediately following the change in the   contractual arrangements, the Participant continues to perform primarily the   same services for the same recipient.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
Individual Retirement Plan.  “Individual Retirement Plan” means a   special individualized pension arrangement between the Participant and the   Participant’s employer that is approved in writing by the Director, Human   Resources and Senior Vice President, Eastman Kodak Company and grants the   Participant deemed years of age and/or service such that when combined with   the Participant’s actual years of age and service, the Participant is   eligible for Retirement.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
Layoff.  “Layoff” means a layoff under the terms of   Kodak’s Termination Allowance Plan (“TAP”) or any similar plan or program   adopted by the Participant’s employer.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(f)
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(g)
  	
  
Special Separation Program.  A “Special Separation Program” means   either (i) a “Special Separation Program” as defined in Section 4.02 of the   TAP or the relevant section of any similar plan or program adopted by the   Participant’s employer; or (ii) an involuntary termination of employment for   other than Cause pursuant to the terms of a written special letter agreement   between the Participant and his or her employer.  In the case where Kodak is the Participant’s employer, the   written letter agreement must be executed on behalf of Kodak by the Director,   Human Resources and Senior Vice President, Eastman Kodak Company.  In all other cases, prior to its execution   the written letter agreement must be reviewed and approved prior to execution   by the Director, Human Resources and Senior Vice President, Eastman Kodak   Company.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(h)
  	
  
Transfer.  “Transfer” means a transfer of employment   of a Participant that is initiated by the Participant’s employer, which for   financial reporting purposes is an entity within Kodak’s controlled group, to   an entity in which Kodak has an ownership interest, but is not a member of Kodak’s controlled group for financial reporting purposes, it being understood that a transfer of employment of a Participant to a Subsidiary will not be deemed a Transfer for purposes of this Award Notice.
  












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 Administrative Guide
 Page 9


	
  
10.
  	
  
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 7(g).

	
  11.
  	
  
Non-Assignability
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
In   General.  Except as   specified in Section 11(b), the Awards 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 Administrative Guide are transferable in accordance with,   and subject to, the terms and conditions set forth in Section 16.1(b) of the   Plan.
  





	
  
12.
  	
  
Effect   of Administrative Guide
  



This Administrative Guide, including its reference to the Plan and the Award Notice, 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.

	
  
13.
  	
  
Miscellaneous
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Headings.  The headings of the Sections of this   Administrative Guide have been prepared for convenience and reference only   and will not control, affect the meaning, or be taken as the interpretation   of any provision of this Administrative Guide.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Applicable   Law.  All matters   pertaining to this Administrative Guide (including its reference to the Plan,   and its interpretation, application, validity, performance and breach), will   be governed and controlled by the laws of the State of New York (except as   superseded by applicable Federal Law) without giving effect to principles of   conflicts of law.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Amendments.  The Committee may, from time to time,   amend this Administrative Guide in any manner.
  











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 Administrative Guide
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14.
  	
  
Administration 
  



The Committee will administer this Administrative Guide, which is subject to the terms, conditions and limitations of the Plan.  The Committee is authorized to interpret, construe and implement the Administrative Guide, to prescribe, amend and rescind rules and regulations relating to it and the Awards granted under it, and to make all other determinations necessary, appropriate or advisable for its administration.  Any determination by the Committee in carrying out, administering or construing this Administrative Guide will be final and binding for all purposes upon all interested persons and their heirs, successors, and personal representatives.

	
  
15.
  	
  
Impact   on Benefits
  




The nonqualified stock options granted pursuant to this Administrative Guide and the related Award Notice (either at the date of their grant or at the time the shares are vested) will not be includible as compensation or earnings for purposes of any compensation or benefit plan offered by the Company.


	
  16.
  	
  Award   Notice
  



Each Award granted under this Administrative Guide will be evidenced by an Award Notice issued by Kodak.  To the extent there are any inconsistencies between the terms of any such Award Notice and this Administrative Guide, the terms of this Administrative Guide will control unless, however, such inconsistency is attributable to a term or condition contemplated pursuant to Section 5.2 of the Plan.

	
  17.
  	
  No   Right to Continued Employment
  



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