• Reviewed pension plan investment performance;
  
• Reviewed the funding status and performance of the Company’s defined benefit pension plans;
  
• Reviewed the Company’s insurance risk management, crisis management and asset protection programs;
  
• Reviewed the Company’s tax policy and strategies; and
  
• Conducted and reviewed the results of the Committee self-evaluation.

Executive Committee — No meetings in 2008

The Executive Committee is composed of the following directors: the Chairman of the Board, the Presiding Director and the Chairs of the other four committees. The Executive Committee is generally authorized to exercise all of the powers of the Board in the intervals between meetings of the Board. The Executive Committee did not meet in 2008. The Executive Committee’s charter can be accessed atwww.kodak.com/go/governance.

COMMITTEE MEMBERSHIP FROM FEBRUARY 26, 2008 – MARCH 20, 2009

COMMITTEE MEMBERSHIP BEGINNING MARCH 20, 2009

* Dr. Ruiz is not seeking reelection at the 2009 Annual Meeting.

18

Communications with Our Board

The Board maintains a process for our shareholders and other interested parties to communicate with the Board. Shareholders and interested parties who wish to communicate with the Board, the independent directors as a group or an individual director, including the Presiding Director, may send an e-mail to our Presiding DirectorChairman at presiding-director@kodak.comchairman@kodak.com or may send a letter to our Presiding DirectorChairman at P.O. Box 92818,92708, Rochester, NY 14650. Communications sent by e-mail will go simultaneously to Kodak’s Presiding Director and Secretary. Our Secretary will review communications sent by mail, and if they are relevant to, and consistent with, Kodak’s operations, policies and philosophies, they will be forwarded to the Presiding Director. By way of example, communications that are unduly hostile, threatening, illegal or similarly inappropriate will not be forwarded to the Presiding Director. Our Secretary will periodically provide the Board with a summary of all communications received that were not forwarded to the Presiding Director and will make those communications available to any director upon request. The Presiding Director will determine whether any communication sent to the full Board should be properly addressed by the entire Board or a committee thereof and whether a response to the communication is warranted. If a response is warranted, the Presiding Director may choose to coordinate the content and method of the response with our Secretary.

Consideration of Director Candidates

The Governance Committee will consider for nomination as director of the Company candidates recommended by its members, other Board members, management, shareholders and the search firms it retains.

Shareholders wishing to recommend candidates for consideration by the Governance CommitteeBoard may do so by providing the following information, in writing, to the Corporate Governance and Nominating Committee of the Board, c/o Secretary, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0218:14650-0224: 1) the name, address and telephone number of the shareholder making the request; 2) the number of shares of the Company owned, and, if such person is not a shareholder of record or if such shares are held by an entity, reasonable evidence of such person’s ownership of such shares or such person’s authority to act on behalf of such entity; 3) the full name, address and telephone number of the individual being recommended, together with a reasonably detailed description of the background, experience and qualifications of that individual; 4) a signed acknowledgement by the individual being recommended that he or she has consented to: a) serve as director if elected and b) the Company undertaking an inquiry into that individual’s background, experience and qualifications; 5) the disclosure of any relationship of the individual being recommended with the Company, or any subsidiaries or affiliates, whether direct or indirect; and 6) if known to the shareholder, any material interest of such shareholder or individual being recommended in any proposals or other business to be presented at the Company’s next annual meetingAnnual Meeting of shareholdersShareholders (or a statement to the effect that no material interest is known to such shareholder). Our Board may change the process by which shareholders may recommend director candidates to the Governance Committee. Please refer to the Company’s website at

18

Under the process approvedqualifications specified by the Board, each yearGovernance Committee.

Although the Governance Committee submitsdoes not have a formal policy as to the Boardconsideration of diversity in the selection of candidates, diversity is listed as a proposed list of Board goals for the following year. At its first meetingfactor to be considered among all of the year, the Board finalizes its goals for the year based on the Governance Committee’s recommendations. Once the goals are established by the Board, the Governance Committee is responsible for tracking the Board’s performance against its goals and routinely reporting these results to the Board. Performance against the goals is assessed as part of the Board’s annual evaluation process.Director Qualification Standards.

Strategic Role of Board

The Board plays a key role in developing, reviewing and overseeing the execution of the Company’s business strategy. Twice eachEach year, the Board devotes anat least one extended meeting to an update from management regardinga review of the Company’s proposed strategic issues and opportunities facing the Company andplans for each of its key businesses. In addition, the Board receives progress reports from management throughout the year reviewson the Company’simplementation of the strategic plan and receives briefings andplan. These reports on critical aspects of its implementation. These include business unitsegment performance and strategy reviews, product categoryline reviews and presentations regarding research and development initiatives and the Company’s intellectual property portfolio.

Succession Planning
The entire Board reviews the Company’s succession plans for its Chief Executive Officer and other key senior management positions and oversees the Company’s activities in the areas of leadership and executive development. To assist the Board, management periodically reports to the Board on succession planning to ensure that it is a continuous and ongoing effort.

Majority Voting for Directors

In February 2009, the Board amended theThe Company’s By-laws as a result of a recent change in New Jersey law, to provide for majority voting in uncontested director elections. Previously, the

The Company hadalso maintains a policy providing for the election of directors by majority vote in uncontested elections; the change in New Jersey law allowed the Company to implement majority voting of directors in uncontested elections via a by-law amendment.

Along with the by-law amendment, the Board also amended the Company’s Majority Vote Policy to address the so-called “holdover” rule of New Jersey law. Under this rule, a director who fails to receive the required votes for reelection remains in office until his or her resignation or removal.

The amended Majority Vote Policywhich requires a director nominee, in connection with his or her nomination to the Board, to submit a resignation letter in which the director nominee irrevocably elects to resign if he or she fails to receive the required majority vote in the next election and the Board accepts the resignation. The policy requires the Board to nominate for election or reelection as a director only those candidates who agree to execute such a letter upon his or her nomination. A copy of the amendedThe Majority Vote Policy can be found on the Company’s corporate governance website atwww.kodak.com/go/governancehttp://ek.client.shareholder.com/supporting.cfm.

If a director nominee fails to receive a majority vote in an uncontested election, the amended Majority Vote Policy provides that the Governance Committee will consider the resignation letter and recommend to the Board whether to accept it. The Governance Committee, in making its recommendation to the Board, and the Board, in reaching its decision, may under the policy consider thoserelevant factors, it considers relevant, including any stated reason why shareholders voted against the election of the director, the director’s qualifications, the director’s past and expected future contributions to the Company, the overall composition of the Board and whether accepting the resignation letter would cause the Company to fail to meetcomply with any applicable rule, such as the NYSE’s Listing Standards.

The policy provides that the Board will act on the Governance Committee’s recommendation and publicly disclose its decision whether to accept the director’s letter of resignation within 90 days following the certification of the shareholder vote. If the letter of resignation is not accepted by the Board within these 90 days,this 90-day period, the resignation will not be effective until the next annual meeting.

All of the director nominees standing for election at the Annual Meeting have submitted thean irrevocable letter of resignation as a condition of being renominated to the Board as called for under the amended Majority Vote Policy.

2219

• Pay should represent a moderately important element of Kodak’s director value proposition.
  
• Pay levels should generally target near the market median, and pay mix should be consistent with market considerations.
  
• Pay levels should be differentiated based on the time demands on some members’ roles, and the Board will ensure regular rotation of certain of these roles.
  
• The program design should ensure that rewards are tied to the successful performance of Kodak stock, and the mix of pay should allow flexibility and Board diversity.
  
• To the extent practicable, Kodak’s Director Compensation Principles should parallel the principlesoversight of the Company’s executivecompensationrisk management in specific risk areas. For example, in 2013, the committees of the Board oversaw:
  • The Company’s financial reporting (including internal controls) and compliance risk management.
    
  • Risk management relating to the Company's compensation programs and awards.
    
  • Risk management relating to the Company’s capital structure and insurance program.

  Review

  The Governance Committee, which consists solely of independent directors, has the primary responsibility for reviewing and considering any changes to the Board’s compensation program. The Board reviews the Governance Committee’s recommendation and determines the amount of director compensation.

  The Governance Committee last completed a review of the Board’s compensation program in 2007. In connection with this review, the Governance Committee retained Peal Meyer & Partners, independent compensation consultant, to competitively assess our director compensation relative to market trends and comparable peer companies.

  Director Compensation Program

  The annual cash and equity components of the Company’s director compensation program are now as follows:

  	Cash				Equity(1)
  			Chair/Presiding
  	Board Retainer		Director Retainer		Restricted Stock		Stock Options
  	(2)		(3)		(4)		(5)		Total
  Director	$70,000		—		$70,000		$70,000		$210,000
  Presiding Director(6)	70,000		$100,000		70,000		70,000		310,000
  Audit Committee Chair	70,000		20,000		70,000		70,000		230,000
  Compensation Committee Chair	70,000		10,000		70,000		70,000		220,000
  Finance Committee Chair	70,000		10,000		70,000		70,000		220,000
  Governance Committee Chair	70,000		10,000		70,000		70,000		220,000

  
  

  (1)		The methodology used to convert the dollar-denominated value of equity awards to the actual quantities of restricted stock and stock options that are granted is discussed on page 46 of this Proxy Statement.
  (2)		Directors can elect to have their cash Board retainer paid in stock or deferred into the Directors’ Deferred Compensation Plan.
  (3)		The Committee Chairs and the Presiding Director may elect to have their retainers paid in stock or deferred into the Directors’ Deferred Compensation Plan.
  (4)		The restricted shares vest on the first anniversary of the date of grant. Directors who stop serving on the Board prior to vesting forfeit their restricted shares, unless their cessation of service is due to retirement, approved reason or death, in which case the restrictions on the shares lapse on the date of the director’s cessation of service. Directors may elect to defer their restricted shares into the Directors’ Deferred Compensation Plan.

  23

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  (5)		The exercise price of the options is the mean between the high and low price of our common stock on the date of grant. The options become exercisable on the first anniversary of the date of grant and expire seven years after grant. Directors who stop serving on the Board prior to vesting forfeit their unvested options, unless their cessation of service is due to retirement, approved reason or death. In the case of retirement and cessation for approved reason, the options continue to vest per their terms and remain exercisable for the remainder of the option’s full term. In the case of death, the options fully vest upon death and remain exercisable by the directors’ estate for the remainder of the option’s full term.
  (6)		Currently, our Presiding Director also serves as the Chair of the Compensation Committee and therefore receives an additional retainer as Chair of that committee.

  Director Share Ownership Requirements

  A director is not permitted to exercise any stock options or sell any restricted shares granted to him or her by the Company unless and until the director owns shares of stock in the Company (either outright or through phantom stock units in the Directors’ Deferred Compensation Plan) that have a value equal to at least five times the then maximum amount of the annual retainer which may be taken in cash by the director (currently, this amount is $350,000).

  Director Compensation Table

  In 2008, we provided the following compensation to our directors who are not employees:
  
  

  							Non-qualified
  							Deferred
  	Fees Earned or						Compensation			All Other
  	Paid In Cash		Stock Awards		Option Awards		Earnings			Compensation		Total
  	($)		($)		($)		($)			($)		($)
  Name	(1)		(2)		(3)		(4)			(5)
  Richard S. Braddock	$180,000		$59,240		$59,691		$	0		$32,442		$331,372
  Timothy M. Donahue	80,000		59,240		59,691			0		4,351		203,282
  Michael J. Hawley	70,000		59,240		59,691			0		23,471		212,402
  William H. Hernandez	90,000		59,240		59,691			0		3,174		212,105
  Douglas R. Lebda	70,000		59,240		59,691			0		31,212		220,143
  Debra L. Lee	70,000		59,240		59,691			0		34,475		223,406
  Delano E. Lewis	70,000		59,240		59,691			0		25,083		214,014
  William G. Parrett	70,000		59,240		59,691			0		7,975		196,906
  Hector de J. Ruiz	80,000		59,240		59,691			0		760		199,691
  Dennis F. Strigl	70,000		1,903		4,136			0		1,686		77,725
  Laura D’Andrea Tyson	70,000		59,240		59,691			2,555		760		192,246

  
  

  (1)

  This column reports the director, chair and presiding director retainers earned in 2008. The following table reports the cash portion of the annual retainer that was deferred by a director into his or her deferred stock account under the Directors’ Deferred Compensation Plan and the amount of phantom stock units that were credited to the director as a result of that deferral.

  
  

  		Deferred	Phantom
  	Name	Amount	Stock Units
  	Douglas R. Lebda	$70,000	4,091.62

  
  

  (2)

  This column represents the dollar amount of expense recognized for financial statement reporting purposes with respect to the 2008 fiscal year for the fair value of restricted stock awards granted in 2008, as well as prior fiscal years, in accordance with Statement No. 123R, “Share-Based Payment” (SFAS 123R). The assumptions used to calculate the value of the stock awards are the same as those used for our stock-based compensation disclosure in Note 20 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC on February 27, 2009.

  24

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  The following table reports the outstanding stock awards held by each of the non-employee directors at the end of fiscal year 2008.

  Aggregate Stock Awards Outstanding at Fiscal Year End

  Name	Unvested	Vested
  Richard S. Braddock	4,600	7,070
  Timothy M. Donahue	4,600	7,070
  Michael J. Hawley	4,600	7,070
  William H. Hernandez	4,600	7,070
  Douglas R. Lebda	4,600	2,570
  Debra L. Lee	4,600	7,070
  Delano E. Lewis	4,600	7,070
  William G. Parrett	4,600	2,570
  Hector de J. Ruiz	4,600	7,070
  Dennis F. Strigl	4,600	0
  Laura D’Andrea Tyson	4,600	7,070

  
  

  (3)

  This column represents the dollar amount of expense recognized for financial statement reporting purposes with respect to the 2008 fiscal year for the fair value of stock options granted in 2008 as well as in prior years, in accordance with SFAS 123R. The assumptions used to compute the value of the stock options granted on December 11, 2007 and December 9, 2008 were:

  
  

  	Risk-Free	Expected Option	Expected	Expected Dividend
  Grant Date	Interest Rate (%)	Life (Years)	Volatility (%)	Yield (%)
  December 11, 2007	3.59	7	35.15	1.90
  December 9, 2008	1.82	6	32.17	7.42

  
  

  The following table reports the outstanding option awards held by each of the non-employee directors at the end of fiscal year 2008.

  Aggregate Stock Options Outstanding at Fiscal Year End

  Name	Unvested	Vested
  Richard S. Braddock	18,180	24,120
  Timothy M. Donahue	18,180	22,120
  Michael J. Hawley	18,180	14,120
  William H. Hernandez	18,180	16,120
  Douglas R. Lebda	18,180	9,620
  Debra L. Lee	18,180	24,120
  Delano E. Lewis	18,180	22,120
  William G. Parrett	18,180	9,620
  Hector de J. Ruiz	18,180	22,120
  Dennis F. Strigl	18,180	0
  Laura D’Andrea Tyson	18,180	24,120

  
  

  (4)		The amount for Dr. Tyson represents the above-market interest earned by her contributions to the Directors’ Deferred Compensation Plan.
  (5)		The amounts in this column include perquisites and other benefits provided to directors. The total incremental cost of all perquisites or other benefits paid to our directors must be disclosed, unless the aggregate value of this compensation is less than $10,000. Despite the minimum disclosure threshold, we have disclosed the full value for all of our directors.

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  			Company		Company
  			Sponsored		Samples of
  	Transportation		Events		Products &
  Name	(a)		(b)		Services		Total
  Richard S. Braddock	$26,115		$5,068		$1,259		$32,442
  Timothy M. Donahue	920		2,671		760		4,351
  Michael J. Hawley	17,705		4,640		1,126		23,471
  William H. Hernandez	0		2,048		1,126		3,174
  Douglas R. Lebda	26,112		3,974		1,126		31,212
  Debra L. Lee	27,898		5,211		1,366		34,475
  Delano E. Lewis	19,256		4,701		1,126		25,083
  William G. Parrett	834		6,015		1,126		7,975
  Hector de J. Ruiz	0		0		760		760
  Dennis F. Strigl	0		0		1,686		1,686
  Laura D’Andrea Tyson	0		0		760		760

  
  

  (a)		The amounts in this column include transportation expenses the Company paid for the director and his/her spouse/guest to attend one or more events which the Company sponsored for promotional purposes.
  (b)		The amounts in this column include all other expenses, e.g., meals, tickets and Kodak apparel, that the Company paid for the director and his/her spouse/guest, relating to one or more events which the Company sponsored for promotional purposes.

  Deferred Compensation

  Non-employee directors may defer some or all of their Board retainer, chair retainer, presiding director retainer and restricted stock award into the Directors’ Deferred Compensation Plan. The plan has two investment options: an interest-bearing account that pays interest at the prime rate and a Kodak phantom stock account. The value of the Kodak phantom stock account reflects changes in the market price of the common stock and dividends paid. Five directors deferred compensation in 2008. In the event of a change-in-control, the amounts in the phantom accounts will generally be paid in a single cash payment. The plan’s benefits are neither funded nor secured.

  Other Benefits

  The Company reimburses its directors for travel expenses incurred2013, in connection with attendingdecisions on executive compensation matters, the Restructuring and Executive Compensation Committee of the prior Board, committee and shareholder meetings and other Company-sponsored events, and provides Company transportationthe Executive Compensation Committee of the new Board, received input from management on an assessment of risks relating to the directors (including use of Company aircraft) to attend such meetingsCompany’s compensation programs and events. From time to time, we also invite our directors’ spouses, significant others and other family members to accompany them to these meetings and events, and we reimburse travel and incidental expenses related to their attendance, in order to encourage attendance and to foster social interaction among directors. To encourage our directors to experience and familiarize themselves with our products and services, we occasionally provide them samples of the Company’s products and services.

  Charitable Award Program

  This program, which was closed to new participants effective January 1, 1997, provides for a contribution by the Company of up to a total of $1,000,000 following a director’s death, to be shared by a maximum of four charitable institutions recommended by the director.awards. The individual directors derive no financial benefits from this program. It is funded by self-insurance and joint life insurance policies purchased by the Company. Mr. Braddock is the only current director who continues to participate in the program.

  26

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  BENEFICIAL OWNERSHIP

  BENEFICIAL SECURITY OWNERSHIP OF MORE THAN 5% OF THE COMPANY’S COMMON STOCK

  As of February 17, 2009, based on Schedule 13G/A and Schedule 13D filings, the Company was aware of the following beneficial owners of more than 5% of its common stock:
  
  

  			Percentage of
  	Number of Common Shares		Company’s Common
  Shareholder’s Name and Address	Beneficially Owned		Shares Beneficially Owned
  Legg Mason Capital Management, Inc.
  LMM LLC
  100 Light St.	47,298,653	(1)	17.62	%
  Baltimore, MD 21202
  Brandes Investment Partners, L.P.
  11988 El Camino Real
  Suite 500	24,381,748	(2)	9.08	%
  San Diego, CA 92130
  Franklin Mutual Advisors, LLC
  101 John F. Kennedy Parkway	15,575,778	(3)	5.4	%
  Short Hills, NJ 07078
  Cascade Investment, L.L.C.
  2365 Carillon Point
  Kirkland, WA 98033
  Bill & Melinda Gates Foundation Trust	14,000,000	(4)	5.2	%
  1551 East Lake Avenue E.
  Seattle, WA 98102

  
  

  (1)

  As set forth in Amendment No. 6 of Shareholder’s Schedule 13G/A, as of December 31, 2008, filed on February 17, 2009, the following entities were listed as having shared voting and dispositive power with respect to all shares as follows:

  
  

  	Number of Shares with Shared Voting
  Name	and Dispositive Power	Percent of Class Represented
  Legg Mason Capital Management, Inc.	41,009,453*	15.28%
  LMM LLC	6,289,200	2.34%

  
  

  *		Includes 18,300,900 shares, representing 6.82% of total shares outstanding, owned by Legg Mason Value Trust, Inc., a Legg Mason Capital Management managed fund.
  (2)		As set forth in Amendment No. 6 of Shareholder’s Schedule 13G/A, as of December 31, 2008, filed on February 17, 2009, the 24,381,748 shares are also deemed to be beneficially owned by the following as control persons of the investment advisor: Brandes Investment Partners, L.P.; Brandes Investment Partners, Inc.; Brandes Worldwide Holdings, L.P.; Charles H. Brandes; Glenn R. Carlson; and Jeffrey A. Busby. Brandes Investment Partners, L.P., has shared voting power with respect to 19,405,695 of the shares and shared dispositive power with respect to 24,381,748 of the shares.
  (3)		As set forth in Shareholder’s Schedule 13D, as of July 3, 2008, filed on July 14, 2008.
  (4)		As set forth in Shareholder’s Schedule 13G, as of December 31, 2008, filed February 17, 2009, the following entities were listed as having voting and dispositive power with respect to the shares as follows:

  
  

  	Number of Shares with Shared Voting		Number of Shares with Sole		Percent of Class
  Name	and Dispositive Power		Voting and Dispositive Power		Represented
  Cascade Investment, L.L.C.	0		7,950,000	*	3.0	%
  Bill & Melinda Gates Foundation
  Trust	6,050,000	**	0		2.2	%

  
  

  *		These 7,950,000 shares are also deemed to be beneficially owned by William H. Gates III.
  **		The 6,050,000 shares are also deemed to be beneficially owned by William H. Gates III and Melinda French Gates as co-trustees of the Trust.

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  BENEFICIAL SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND SECTION 16 EXECUTIVE OFFICERS

  			Percentage of
  	Number of Common Shares		Company’s Common
  Directors, Nominees	Beneficially Owned on		Shares Beneficially
  and Section 16 Executive Officers	March 2, 2009		Owned
  Robert L. Berman	188,990	(b) (c)	*
  Richard S. Braddock	113,259	(a) (b)	*
  Timothy M. Donahue	39,516	(a) (b)	*
  Philip J. Faraci	259,201	(b)	*
  Michael J. Hawley	25,903	(a) (b)	*
  Mary Jane Hellyar	256,066	(b)	*
  William H. Hernandez	20,190	(a) (b)	*
  James T. Langley	152,712	(b)	*
  Douglas R. Lebda	12,593	(a) (b)	*
  Debra L. Lee	33,878	(a) (b)	*
  Delano E. Lewis	30,990	(a) (b)	*
  William G. Parrett	14,593	(a) (b) (d)	*
  Antonio M. Perez	1,564,712	(b) (c)	*
  Hector de J. Ruiz	62,771	(b)	*
  Frank S. Sklarsky	143,255	(b)	*
  Dennis F. Strigl	6,700	(b)	*
  Laura D’Andrea Tyson	31,659	(a) (b)	*
  All Directors, Nominees and Section 16
  Executive Officers as a Group (21),including
  the above	3,350,707	(b) (e)	1.2364%

  
  

  *

  Represents holdings of less than 1%.

  The above table reports beneficial ownership of the Company’s common stock in accordance with the applicable SEC rules. All Company securities over which the directors, nominees and Section 16 Executive Officers directly or indirectly have or share voting or investment power are listed as beneficially owned. The figures above include shares held for the account of the above persons in the Kodak Employees’ Stock Ownership Plan,assessment concluded, and the interests ofCommittee agreed, that such programs and awards do not present any material adverse risks to the above persons in the Kodak Stock Fund of the Eastman Kodak Employees’ Savings and Investment Plan, stated in terms of Kodak shares.Company.

  (a)

  The amounts listed for each non-employee director do not include stock units representing fees that non-employee directors have elected to defer under the Directors’ Deferred Compensation Plan. The combined number of stock units subject to deferred share awards, and in stock unit accounts of non-employee directors as of March 2, 2009 were as follows: Mr. Braddock: 7,194 shares; Mr. Donahue: 7,702 shares; Dr. Hawley: 4,912 shares; Mr. Hernandez: 18,222 shares; Mr. Lebda: 14,148 shares; Ms. Lee: 14,423 shares; Mr. Lewis: 9,681 shares; Mr. Parrett: 4,600; and Dr. Tyson: 16,708 shares. Stock units under the Directors’ Deferred Compensation Plan do not carry voting rights and are not transferable. Stock units are distributed in cash following a director’s departure.

  28

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  (b)

  The chart below includes the number of shares which may be acquired by exercise of stock options:

  
  

  Name	Options
  Robert L. Berman	170,575
  Richard S. Braddock	24,120
  Timothy M. Donahue	22,120
  Philip J. Faraci	223,854
  Michael J. Hawley	14,120
  Mary Jane Hellyar	206,828
  William H. Hernandez	16,120
  James T. Langley	152,712
  Douglas R. Lebda	9,620
  Debra L. Lee	24,120
  Delano E. Lewis	22,120
  William G. Parrett	9,620
  Antonio M. Perez	1,418,769
  Hector de J. Ruiz	22,120
  Frank S. Sklarsky	103,286
  Dennis F. Strigl	0
  Laura D’Andrea Tyson	24,120
  All Directors, Nominees and
  Section 16 Executive Officers	2,808,474

  
  

  (c)		Mr. Perez has 94,796 stock units and Mr. Berman has 3,476 stock units that they each elected to defer under the 2000 Long-Term Omnibus Plan which are not included in this table. These units do not carry voting rights and may not be redeemed as shares of common stock within 60 days of Mr. Perez’s and Mr. Berman’s departures from the Company.
  (d)		Mr. Parrett has 2,000 shares that have been pledged as security.
  (e)		Each individual Section 16 Executive Officer and director listed beneficially owned less than 1% of the outstanding shares of the Company’s common stock. As a group, these Section 16 Executive Officers and directors owned 1.2364% of the outstanding shares of the Company’s common stock.

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  Share Ownership Program

  In order to closely align the interests of our executives with those of our shareholders, the Company strongly encourages executives to acquire a significant ownership stake in Company stock. Effective February 26, 2008, our share ownership program was revised to require our Section 16 Executive Officers to retain 100% of shares attributable to stock option exercises or the vesting or earn-out of full value shares (such as restricted shares or Leadership Stock) until they attain specified ownership levels, which are expressed below as a multiple of base salary. Also, stock acquired upon stock option exercise, restricted stock, restricted stock units, any shares held in the executive’s account under Kodak’s Employee Stock Ownership Plan or Savings and Investment Plan and any “phantom stock” selected by an executive as an investment option in the Executive Deferred Compensation Plan count toward meeting the executive’s share ownership requirement. The Compensation Committee monitors each executive’s status regarding achievement of the applicable minimum ownership requirement throughout the year utilizing a fixed stock price of $25.66 per share that was established at the commencement of the program. As of January 31, 2009, Messrs. Berman, Perez and Sklarsky and Ms. Hellyar had met their share ownership targets.

  Effective February 26, 2008, our Named Executive Officers have the following share ownership guidelines:

  Named Executive Officer	Salary Multiple	Retention Ratio
  A.M. Perez	5X	100%
  P.J. Faraci	4X	100%
  F.S. Sklarsky	3X	100%
  M.J. Hellyar
  R.L. Berman	2X	100%

  
  

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  COMMITTEE REPORTS

  REPORT OF THE AUDIT AND FINANCE COMMITTEE
  

  The Audit and Finance Committee of the Company’s Board is composed solely of independent directors and operates under a written charter adopted by the Board, most recently amended on February 17, 2004. A copy ofOctober 22, 2013. The Committee reviews and approves the charter annually. The Audit and Finance Committee’s charter can be found on our website atwww.kodak.com/go/governancehttp://ek.client.shareholder.com/supporting.cfm.

  Management is responsible for the Company’s internal control over financial reporting, the Company’s disclosure controls and procedures, and preparing the Company’s consolidated financial statements. The Company’s independent registered public accounting firm (independent accountants), PricewaterhouseCoopers LLP (PwC), is responsible for performing an independent audit of the consolidated financial statements and of itsthe Company’s internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) and for issuing a report of the results. As outlined in its charter, the Audit and Finance Committee is responsible for overseeing these processes.

  During 2008,2013, the Audit and Finance Committee met and held discussions with management and the independent accountants on a regular basis. Management represented to the Audit and Finance Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, (U.S. GAAP), and the Audit and Finance Committee reviewed and discussed the audited consolidated financial statements and significant accounting matters with management and the independent accountants.

  The Audit Committee met and discussed with the Corporate Controller and Assistant Controller the Company’s significant accounting matters, key fluctuations in the Company’s financial statements and the quality of the Company’s earnings reports.

  The AuditFinance Committee discussed with the independent accountants the matters specified by Statement on Auditing Standards No. 61, “Communications with Audit and Finance Committee,” as amended, as adopted by the PCAOB in Rule 3200T. The independent accountants provided to the Audit and Finance Committee the written disclosures required by the PCAOB in Rule 3526, “Communication with Audit and Finance Committees Concerning Independence.” The Audit and Finance Committee discussed with the independent accountants their independence.

  The Audit and Finance Committee also received reports from the Company’s Chief Compliance Officer on the implementation and effectiveness of the Company’s compliance program.

  The Audit and Finance Committee discussed with the Company’s internal auditors and independent accountants the plans for their audits. The Audit and Finance Committee met with the internal auditors and independent accountants, with and without management present. The internal auditors and independent accountants discussed with or provided to the Audit and Finance Committee the results of their examinations, their evaluations of the Company’s internal control over financial reporting, the Company’s disclosure controls and procedures, and the quality of the Company’s financial reporting.

  With reliance on these reviews, discussions and reports, the Audit and Finance Committee recommended that the Board approve the audited financial statements for inclusion in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008,2013, and the Board accepted the Audit and Finance Committee’s recommendations. The following fees were paid to PwC for services rendered in 2008 and 2007:

  (in millions)	2008	2007
  Audit Fees	$13.0	$14.4
  Audit-Related Fees	0.5	3.2
  Tax Fees	1.0	2.1
  All Other Fees	0.0	0.0
  Total	$14.5	$19.7

  The audit fees related primarily to the annual audit of the Company’s consolidated financial statements (including Section 404 internal control assessment under the Sarbanes-Oxley Act of 2002) included in the Company’s Annual Report on Form 10-K, quarterly reviews of interim financial statements included in the Company’s Quarterly Reports on Forms 10-Q, statutory audits of certain of the Company’s subsidiaries, and services relating to filings under the Securities Act of 1933 and the Securities Exchange Act of 1934.

  The audit-related fees for 2008 related primarily to audits of certain benefit plans of the Company. The audit-related fees for 2007 related primarily to separate financial statement audits for the Company’s former Health Group Segment.

  Tax fees in 2008 consisted of $0.9 million for tax compliance services and $0.1 million for tax planning and advice. Tax fees in 2007 consisted of $1.9 million for tax compliance services and $0.2 million for tax planning and advice.

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  The Audit and Finance Committee, with the approval of the Board and our shareholders, appointed PwC as the Company’s independent accountants.accountants in 2013. In addition, the Audit and Finance Committee approved the scope of non-audit services anticipated to be performed by PwC in 20092013 and the estimated budget for those services. The Audit and Finance Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy, a copy of which is attached to this Proxy Statement as Exhibit IV.Policy.

  William H. Hernandez, Chair	Dated: February 24, 2009
  Richard S. Braddock
  Debra L. Lee
  Delano E. Lewis
  William G. Parrett, Chair	Dated: April 14, 2014
  Dennis F. StriglMark S. Burgess
  Matthew A. Doheny
  George Karfunkel

  
  

  REPORT OF THE CORPORATE RESPONSIBILITYGOVERNANCE AND GOVERNANCENOMINATING COMMITTEE

  Introduction
  
  The Company has long practiced and led in developing and implementing good corporate governance. The Corporate Responsibility and Governance CommitteeDuring the Company’s Chapter 11 proceedings, the Board determined that the duties of the Corporate Governance and Nominating Committee should be assumed by the full Board is primarily responsible for overseeinggiven the importance of overall governance as part of the Company’s governance practices, with the intent of seeking to maintain “best practices” in the area of corporate governance.

  The Governance Committee continually considers ways to improve the Company’s corporate governance practices. In this regard,restructuring and reorganization. Following emergence from Chapter 11 proceedings, the Governance Committee periodically reviews the Board’s governance policieswas re-initiated and procedures to ensure that they are aligned with best practices, the Board’s corporate governance documents and applicable statutory and regulatory requirements.

  This report, an annual voluntary governance practice that the Governance Committee begancommenced meeting in 2003, highlights the Governance Committee’s corporate governance activities during the past year.2014.

  
  
  
  

  Governance Committee CompositionEXECUTIVE COMPENSATION

  The Governance Committee is composed of five directors, each of whom meets the definition of independence set forth in the NYSE’s corporate governance listing standards. During 2008, the Governance Committee met six times and routinely reported its activities to the full Board. The Governance Committee acts pursuant to a written charter, which can be accessed electronically in the “Corporate Governance” section atwww.kodak.com/go/governance.

  Governance Committee Responsibilities

  The primary role of the Governance Committee is to: assess the independence of Board members; lead the annual evaluation of the Board and its committees; identify and assess candidates for Board membership; oversee the Company’s activities in the areas of environmental and social responsibility, charitable contributions, diversity and equal employment opportunity; and generally oversee the Company’s corporate governance structure. The Governance Committee monitors emerging issues and practices in the area of corporate governance and pursues those initiatives that it believes will enhance the Company’s governance practices and policies. In addition, the Governance Committee is responsible for, among other things: 1) administering the Board’s Director Selection Process; 2) developing the Board’s Director Qualification Standards; 3) implementing the Board’s director orientation and education programs; 4) overseeing and reviewing the Company’s Corporate Governance Guidelines and Director Independence Standards; and 5) recommending to the Board the compensation for directors. A complete description of the Governance Committee’s responsibilities can be found in its charter.

  Governance Initiatives

  Described below are some of the significant governance actions that the Governance Committee has taken since its report in last year’s proxy statement.

  Director Search

  The Governance Committee continued to spend a significant amount of its time considering and recruiting candidates to fill the Board’s vacancies. To assist in this process, the Governance Committee engaged an external executive search firm who helped in identifying and evaluating qualified independent candidates who met the Board’s target candidate profiles and fit the Board’s Director Qualification Standards.

  Based on the Governance Committee’s recommendation, Dennis F. Strigl was elected to the Board in February 2008. Mr. Strigl was reelected to the Board by you at the 2008 annual meeting. The Governance Committee’s external executive search first suggested that it consider Mr. Strigl as a candidate for the Board. In accordance with the Board’s Director Selection Process, the Committee oversaw the process of electing Mr. Strigl to the Board. A copy of the Board’s Director Selection Process and Director Qualification Standards can be found in the “Corporate Governance” section ofwww.kodak.com/go/governance.

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  Majority Voting

  Based on the recommendation of the Governance Committee, the Board recently approved an amendment to the Company’s By-laws to provide for majority voting in the election of directors in uncontested elections. A description of this by-law amendment appears on page 22 of this Proxy Statement. The Committee suggested this action in response to your vote at our 2008 annual meeting on the shareholder proposal on majority voting requirements for director nominees.

  The Board first addressed this topic in early 2007 when it adopted a majority voting policy for the election of directors. While the Board would have preferred to implement majority voting by way of a by-law amendment, rather than a policy, New Jersey law at the time did not permit this.

  Other Key Actions

  Some of the other key actions taken by the Governance Committee last year are described below.

  Director Independence Standards

  The Board, based on the advice of the Governance Committee, amended its Director Independence Standards to be consistent with the recent changes by the NYSE to its independence standards. A copy of the amended Director Independence Standards is attached to this Proxy Statement as Exhibit I.

  Director Independence

  The Governance Committee assessed each non-management director’s independence based upon the Board’s Director Independence Standards and those of the NYSE, and made recommendations to the full Board regarding each non-management director’s independence.

  Board Annual Goals

  Based on the Governance Committee’s assistance, the Board last year continued its practice of establishing annual Board goals. A more detailed description of this process appears on page 21 of this Proxy Statement. The Governance Committee tracked the Board’s performance against its goals and provided periodic reports to the Board on its progress.

  Governance Committee Evaluation

  The Governance Committee prepared and conducted an annual self-evaluation, discussed the results of this evaluation and developed an action plan from these discussions to further enhance the Governance Committee’s performance.

  Diversity Advisory Panel’s Recommendations

  The Governance Committee met with the Company’s Chief Diversity Officer to assess the Company’s progress with regard to the recommendations of the Diversity Advisory Panel, a seven-member, blue-ribbon panel launched in 2001 to provide advice on the Company’s comprehensive diversity strategy and assess future diversity trends and the potential impact on Kodak.

  Board Action Plan

  The Governance Committee monitored the Board’s performance against the action plan arising from the Board’s 2007 annual evaluation and provided periodic reports to the Board concerning its progress against the action plan.

  Hector de J. Ruiz, Chair	Dated: February 24, 2009
  Timothy M. Donahue
  Michael J. Hawley
  Douglas R. Lebda
  Laura D’Andrea Tyson

  REPORT OF THE EXECUTIVE COMPENSATION AND DEVELOPMENT COMMITTEE
  

  The Executive Compensation and Development Committee has reviewed and discussed the Compensation Discussion and Analysis that is required by the SEC rulesfollows with the Company’s management.

  Based on such review and discussions, the Executive Compensation Committee recommended to the Company’s Board of Directors thatapproved the Compensation Discussion and Analysis be includedfor inclusion in this Proxy Statement.

  Richard S. Braddock,Derek Smith, Chair	Dated: February 24, 2009 April 14, 2014
  Michael J. HawleyJames V. Continenza
  Douglas R. LebdaJohn A. Janitz
  Delano E. LewisJason New
  William G. Parrett

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  COMPENSATION DISCUSSION AND ANALYSIS

  INTRODUCTIONEXECUTIVE SUMMARY
  The compensation of our Named Executive Officers in 2013 was largely based on the goals and objectives for completing the reorganization of the Company that began in 2012. On January 19, 2012, Kodak and its U.S. subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code, in the United States Bankruptcy Court for the Southern District of New York. On September 3, 2013, the Company’s Plan of Reorganization became effective, and Kodak and its U.S subsidiaries emerged from Chapter 11 protection.

  Through the restructuring process, the Company accomplished the goals that it had set at the commencement of the Chapter 11 filing: increase liquidity in the U.S and abroad, monetize non-strategic intellectual property, fairly resolve legacy liabilities, and focus on the most valuable business lines to enable sustainable profitability. Specifically, the Company achieved the following:

  • We reorganized the Company to focus on two Commercial Imaging businesses that leverage our differentiated and breakthroughtechnologies, deep industry experience and brand strength: Graphics, Entertainment and Commercial Films, and Digital Printing andEnterprise Services.
    
  • As part of the reorganization we sold our other major business lines, Personalized Imaging and Document Imaging.
    
  • We implemented a leaner cost structure and leveraged the bankruptcy process to negotiate more favorable supplier and customercontract terms.
    
  • We resolved legacy liabilities pertaining to retiree healthcare benefits, environmental matters and claims held by the Kodak PensionPlan of the United Kingdom.
    
  • Operating results for 2013 were above target with respect to the financial covenants under our financing agreements.
    
  • In February 2013, we received approximately $530 million related to the sale and licensing of certain of our intellectual propertyassets and repaid approximately $419 million of the outstanding term loan under our Debtor-in-Possession Credit Agreement.
    
  • We completed financing arrangements consisting of loan agreements in the aggregate amount of $695 million and a credit facility inthe amount of $200 million.

  As part of the pursuit of the goals and achievements described above, the Company adopted the following actions and practices relating to executive compensation in 2013:

  Management Agreements
  The Restructuring and Executive Compensation Committee of the Board approved new employment agreements with selected senior leaders, including our Named Executive Officers. The terms of these agreements were approved by the Bankruptcy Court as part of the Plan of Reorganization and Development Committee, to which we refer in this discussion as the Committee, has oversight responsibility forbecame effective upon the Company’s executiveemergence from Chapter 11. In approving the agreements, the Restructuring and Executive Compensation Committee, based on the survey data described below, considered the market median for base salary, total target cash compensation, strategy. total direct compensation and severance provisions. In addition, the agreements include a grant of equity in the form of Restricted Stock Units that vest in installments over a period of time.

  Annual Incentive Pay for 2013
  The Committee approvesBankruptcy Court approved the continued use of our compensation objectives, plans, philosophy and forms of compensationannual performance-based variable pay program for all executives, including our Named Executive Officers. In 2008,For the 2013 performance period of the program, we obtained support from creditor constituents on the performance metrics used to determine awards under the program. Based upon performance under these metrics, our executives, including our Named Executive Officers, included our:earned awards above the target level.

  
  
  
  

  Long Term Incentive Compensation
  Due to the bankruptcy proceedings, during 2013, executives did not receive any equity compensation under the Company’s traditional long term incentive compensation program. Effective upon emergence from Chapter 11, as part of the Plan of Reorganization, and as approved by the Restructuring and Executive Compensation Committee, the Company implemented a new Omnibus Long Term Incentive Plan to govern the issuance of long term performance-based compensation to executives in the future.

  Executive Compensation Committee
  During the bankruptcy proceedings, the Restructuring and Executive Compensation Committee had oversight for certain restructuring activities and continued to have oversight for executive compensation matters, particularly those pertaining to our Section 16 Officers. Upon emergence from Chapter 11, with the formation of the new Board of Directors, the Board formed the Executive Compensation Committee (the Committee).

  	1)		Chairman & Chief Executive Officer (CEO), Antonio M. Perez,
  	2)		Executive Vice President (EVP) and Chief Financial Officer (CFO), Frank S. Sklarsky,
  	3)		President and Chief Operating Officer (COO), Philip J. Faraci,
  	4)		Executive Vice President and President, Film, Photofinishing and Entertainment Group (FPEG), Mary Jane Hellyar, and
  	5)		Senior Vice President (SVP) and Chief Human Resources Officer (CHRO), Robert L. Berman.

  Named Executive Officers
  Our Named Executive Officers for 2008 also2013 were:

  1)		Antonio M. Perez, President and Chief Executive Officer (CEO)
  		Effective March 12, 2014, the Board appointed Jeffrey J. Clarke Chief Executive Officer and a member of the Board, and Mr. Perez resigned from his position as President and Chief Executive Officer and as a member of the Board.
  2)		Rebecca A. Roof, Chief Financial Officer (CFO)
  		Ms. Roof is a Managing Director of AlixPartners LLP. Ms. Roof held the position of Chief Financial Officer for the full year 2013. Pursuant to an agreement with Kodak, AP Services LLC, an affiliate of AlixPartners LLP, provided restructuring advisory services relating to our Chapter 11 proceedings. Our agreement with AP Services LLC includes fees for Ms. Roof's services. The rate charged for Ms. Roof’s services was $915 per hour effective January 1, 2013. Since Ms. Roof is not an employee of the Company, she does not participate in any of the compensation programs or employee benefits arrangements discussed herein.
  3)		Brad W. Kruchten, President, Graphics, Entertainment and Commercial Films and Senior Vice President (SVP)
  4)		Douglas J. Edwards, President, Digital Printing and Enterprise Services and Senior Vice President (SVP)
  5)		Patrick M. Sheller, General Counsel, Secretary, Chief Administrative Officer and Senior Vice President (GC&SVP)

  In addition, disclosures are included onefor the following former Senior ViceNamed Executive Officer: Laura G. Quatela, President, James T. Langley. Decisions for Mr. Langley can be found on pages 45, 54, 65Eastman Kodak Company, and 71President, Personalized Imaging. Ms. Quatela served as President, Personalized Imaging, until the sale of this Proxy Statement.

  The 2008 year marked Kodak’s first year following its four-year transformation to a digital company. The focus of our business strategy and key financial metrics for 2008 are described in the table below.

  Our 2008 business strategy focused on:	Our 2008 business metrics focused on:
  Our capabilities at the intersection of materialsscience and digital imaging science; The profitable growth of our digital portfolio; and The continued management of a sustainablebusiness model implemented in 2007 for ourtraditional businesses.	Digital revenue growth; Cash; and Segment earnings from operations.

  
  

  Management selected our 2008 business metrics because they provide insight to the Company’s ability to grow revenue from our digital portfolio and generate cash and profitability.

  To support our business strategy, our compensation philosophy continued to focus on attracting, retaining and motivating world-class executive talent critical to the successKodak Pension Plan of the Company’s business goals. During 2008, ourUnited Kingdom on September 1, 2013. Ms. Quatela was no longer a Section 16 Officer following the sale.

  DETERMINING EXECUTIVE TARGET TOTAL DIRECT COMPENSATION

  Overview
  The Committee reviews the total direct compensation strategy focused on:

  • Designing our annual variable pay and long-term incentive plans to be highly performance-based and to ensure a strong linkagebetween realized compensation and the achievementopportunity of our key operational and strategic objectives;
    
  • Monitoring our long-term incentive plans to achieve their objectives, which include 1) aligning the economic interest of ourexecutives with our shareholders; 2) creating significant incentives for retention; 3) encouraging long-term performance by ourexecutives; and 4) promoting stock ownership; and
    
  • Maintaining target compensation levels for oureach Named Executive Officers that are competitive relative to the marketplace forexecutives with comparable levels of responsibility.

  Following the completion ofOfficer on an annual basis. In 2013, our four-year transformation, the Company created significant momentum in our digital portfolio. Revenues from digital businesses grew by double-digits for four consecutive quarters from the third quarter of 2007 through the second quarter of 2008. The revenue decline in our traditional businesses during the first half of 2008 was in line with our expectations.

  As we entered the second half of 2008, the global recession broadened dramatically and began to negatively impact all of our businesses. The global economic downturn is particularly challenging for the Company and other businesses in our industries that rely heavily on consumer discretionary spending and business capital investment to fuel growth in revenue and profit. In addition, the heavy fourth quarter seasonality of our consumer businesses coincided with the acceleration of the economic downturn. In response, the Company aggressively implemented necessary actions to align the business with external realities.

  Despite the economic downturn, we achieved most of our strategic business objectives in 2008, such as key product introductions, market share maintenance or growth and effective cash management, all of which will help to position us well when the economy recovers. We did not, however, achieve our key operational objectives, which were established prior to the deteriorating economic conditions that occurred in the second half of the year. While the Committee felt the Company performed well leading up to the economic downturn, and responded aggressively and appropriately to the downturn, it agreed with management’s recommendation that no payouts be made under our annual variable pay or long-term equity incentive compensation plans in 2008. The Committee’s decision was consistent with our highly results-oriented compensation strategy.

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  COMPENSATION PHILOSOPHY AND PROGRAM

  Our overall compensation philosophy focuses on attracting, retaining and motivating world-class executive talent critical to the success of the Company’s business goals. Our objective is to leverage all elements of market competitive total compensation to drive profitable growth and shareholder value consistent with our Company values. We design our plans to be highly performance-based to drive appropriate rewards for outstanding performance.

  Our executive compensation program consists of the following material elements:consisted of: 1) base salary; 2) annual variable pay; 3) long-term equity incentives;equity-based compensation for our Named Executive Officers under their employment agreements; and 4) indirect compensation elements that include limited perquisites, retirement benefits, which include retirement, termination and change-in-control arrangements.severance protection. Our Named Executive Officers arewere also eligible to participate in a limited set of perquisites and the benefit plans and programs that are generally available to our employees.

  The Committee regularly reviews the Company’s executive compensation principles, which provide a framework for the Company’s executive compensation programs. In 2008, the Committee reviewed and approved the following principles:

  • Aggregate total direct compensation, consisting of base salary, annual variable pay and long-term equity incentives, should be ata competitive median level while maintaining flexibility to selectively target compensation for key positions at the 75^th percentile.
    
  • A significant portion of each executive’s compensation should be at risk, with a positive correlation between the degree of risk and thelevel of the executive’s responsibility. In other words, the senior-most executives have the greatest amount of compensation at risk,which ensures that executives most responsible to shareholders are held most accountable to changes in shareholder value andachievement of critical performance goals.
    
  • Interests of executives should be aligned with those of the Company’s shareholders by providing long-term equity incentives andencouraging executives to acquire and maintain a requisite level of stock ownership.
    
  • Compensation should be linked to key operational and strategic metrics of the Company’s business plan, along with qualitativeand behavioral expectations.
    
  • Executive compensation should be differentiated on the following basis:
    

  	-		Base salaries – internal and external relative responsibility and experience;
  	-		Annual variable pay – Company performance, unit level performance (where applicable), individual performance as it relates to results vs. commitments, and leadership and diversity; and
  	-		Long-term equity incentives – Company performance and individual execution and leadership.

  • Compensation program design should ensure high standards and consider best practices.

  DETERMINING EXECUTIVE TOTAL DIRECT COMPENSATION

  The Committee oversees the Company’s executive compensation strategy and reviews and approves the compensation of our Named Executive Officers. The Committee annually conducts a review of each Named Executive Officer’s total direct compensation including a review of base salary, target total cash and total long-term equity incentive. In the course of the Committee’s review in 2008,of compensation, the Committee soughtobtains input and recommendations from management.

  Role of Compensation Consultant
  To advise the adviceCommittee on our executive compensation plans, practices and inputawards, the Committee typically engages an independent compensation consultant. The consultant historically has attended Committee meetings on a regular basis to provide the Committee with market information and analysis of our executive compensation practices to ensure consistency with the Company’s executive compensation strategy and goals, and has provided insight on best practices in executive compensation and updates on market trends. The consultant does not provide any other services to the Company.

  During 2013, the Committee engaged Frederic W. Cook & Co. as its independent compensation consultant Frederic W. Cook & Co., Inc. (Consultant), as well as Company management. In general,and used the services of this consultant primarily in the first half of the year.

  Use of Market Reference Data
  Typically management gathers and analyzes data and provides a recommendation, with rationale, for dialog with the Committee. Management provides a recommendation for each Named Executive Officer, with the exception of our CEO. In the case of our CEO, the Consultant gathers and analyzes data and discusses a recommendation withhas provided the Committee Chair. The Committee takes these recommendations into consideration and exercises its judgment to make decisions. For additional information regarding the role of the Consultant, see page 19 of this Proxy Statement.

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  The Committee made the following decisions in 2008, which are described and referred within this Compensation Discussion and Analysis as the “2008 Awards.”

  2008 Executive Compensation Determination Timeline
  Committee Meeting	Compensation Determination
  February-08	2008 Base salary considerations
  	2008 Annual variable pay plan (Executive Compensation for Excellence and Leadership: EXCEL) target opportunity
  December-08	Aggregate 2009 target dollar value, form and mix of long-term equity incentive awards
  	December 2008 stock option grant
  	January 2009 Leadership Stock allocation (Kodak's performance stock unit plan)
  	January 2009 restricted stock unit (RSU) grant
  January-09	2008 Annual variable pay plan (EXCEL) award certification
  	2008 Leadership Stock certification
  February-09	2009 Base salary considerations
  	2009 Annual variable pay plan (EXCEL) target opportunity

  
  

  Decisions made by the Committee in 2007, which impacted 2008 compensation, were described in the Notice of 2008 Annual Meeting and Proxy Statement.

  Factors Considered by the Committee to Determine Level and Mix of Total Direct Compensation

  The Committee considers a broad range of facts and circumstances when determining levels of executive compensation. Among the factors that the Committee considers are: 1)with market competitiveness; 2) experience relative to typical market peers; 3) the importance of the position in the Company relative to other senior management positions; 4) sustained individual performance; 5) readiness for promotion to a higher level and/or role in the Company’s senior management succession plans; and 6) retention of critical talent. The significance of any individual factor will vary from year-to-year and may vary among Named Executive Officers.

  The Committee establishes each Named Executive Officer’s level of annual target total direct compensation after reviewing marketmedian reference data and factors listed in the prior paragraph. In general, the Committee does not consider awards granted or earned under plans in past years, or the effect of changes in the Company’s stock price when setting annual target total direct compensation levels of our Named Executive Officers. The Committee does, however, consider equity awards granted in past years in the evaluation of the retentive value of the Company’s long-term equity incentive plans and the mix of long-term equity incentives as further described on page 42 of this Proxy Statement. In addition, the Committee averaged the Company’s stock price over a 60-day period when converting the dollar-denominated annual long-term incentive target opportunities into share equivalents as discussed on page 46 of this Proxy Statement.

  Competitive Compensation Analysis

  To assist the Committee in its annual market review of each Named Executive Officer’s total direct compensation, the Consultant prepares an analysis of the market competitiveness of the aggregate value of total direct compensation as well as the market competitiveness of each element of total direct compensation for each Named Executive Officer. The Consultant derivesCommittee uses national survey data to assess compensation. The Company has recently undergone and completed a restructuring process resulting in a portfolio of businesses that are in various stages of growth. In view of these variables, there are no similarly sized, domestically based peer companies that are readily identifiable for the market data from the averagepurpose of data from national surveys in which the Company participates.

  In 2008, market data was compiled from the Towers Perrin Executive Compensation Survey, the Hewitt Executive Compensation Survey and the Radford Survey. These surveys are national non-industry specificbenchmarking compensation surveys. The data in each survey was size-adjusted to be representative of companies with approximately $10.3 billion and $13.3 billion in revenue.data. The Committee reviewed this competitive data for companies at both revenue levels to reflect the Company’s revenue size at the start of 2008 and its revenue size prior to the divestiture of the Health Group on April 30, 2007. Givenbelieves that the divestiture of the Health Group occurred in the prior year, the Committee wanted visibility to the competitive target positioning at both revenue levels to ensure appropriate consideration for executives who drove a divestiture decision in the best interest of shareholders. The number of companies included in the data with regard to each survey is approximately 50.

  The Committee does not review the individual companies who participate in these surveys. The Committee has used the national survey data in lieuprovides a competitive frame of a smaller group of specific companies to conduct a comparative analysis of total directreference for compensation decisions because there were few companies with a similar product portfolio, revenue and market capitalization size during the Company’s transformation and emergence as a digital company. Based on the recommendation of its Consultant, the Committee believes these surveys provideit offers a reasonable representation of the cost to hire and retain executive talent.

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  In 2008, The surveys referenced are from three independent external survey providers: the Committee agreed that this approach continued to be appropriate forTowers Watson Executive

  
  
  
  

  Compensation Survey, the same reasons as outlined above. The Committee intends to periodically review the methodology to assess the market competitiveness of our total direct compensation, including, but not limited to, the process of using survey versus specific peer frame data and adopt, if and when appropriate, changes to its methodology.

  The Committee generally targets total direct compensation for each NamedAon Hewitt Executive Officer at approximately the median of total direct compensation paid to executives in similar positions with similar responsibilities as identified by the market data derived from these national surveys. Our CEO target total direct compensation differs from other Named Executive Officer target total direct compensation primarily because the benchmark market data reflects a higher target total direct compensation for a CEO than for the other Named Executive Officer positions. Our target total direct compensation approximates the median in order to ensure that the overall target compensation level is sufficient to attract highly talented executives while avoiding the creation of an unaffordable cost structure. By setting target compensation at a level which approximates the median, the Committee ensures that actual realized compensation will range above or below the median based on payouts in the annual variable pay and long-term incentive plans, which vary based on performance against operating and strategic goals and changes in shareholder value. Differences in actual direct compensation between our CEO and other Named Executive Officers are impacted by the fact that, as shown in the table below, there is a positive correlation between responsibilityCompensation Survey and the percentage of total direct compensation delivered through annual variable pay and long-term equity incentive compensation. This relationship reflects the CEO’s greater opportunity to influence the Company’s financial performance. (Another difference between our CEO compensation and that of our Named Executive Officers is reflected in the CEO’s change in pension value, which is described further in the narrative accompanying the Summary Compensation Table on page 49 of this Proxy Statement.)

  Radford Technology Survey. The Committee does not review or have a pre-defined target for each element of total direct compensation. Rather,access to the Committee reviews the market data as a reference to assess how each component compares to market practices and to confirm that the overall compensation mix is reasonably aligned with market practices as well as the Company’s compensation philosophy. The table below shows the mix of total direct compensation for each of our Named Executive Officers in 2008.

  2008 Compensation Elements as a Percentage of Target Total Direct Compensation

  	Base Salary as a % of	Annual Variable Pay	Long-Term Equity
  	Target Total Direct	(EXCEL) at Target(2) as	Incentive(3) as a % of
  Named Executive Officer	Compensation(1) (TDC)	a % of TDC	TDC
  A.M. Perez, Chairman & CEO	13%	20%	67%
  F.S. Sklarsky, EVP & CFO	23%	17%	60%
  P.J. Faraci, President & COO	22%	19%	59%
  M.J. Hellyar, EVP & President, FPEG	27%	17%	56%
  R.L. Berman, SVP & CHRO	27%	18%	55%

  
  

  (1)		Target Total Direct Compensation = base salary + annual variable pay (EXCEL) opportunity at target + dollar-denominated value of target long-term equity.
  (2)		Mr. Berman and Ms. Hellyar’s target annual variable pay award opportunity increased from 62% to 65% effective May 12, 2008.
  (3)		Long-term equity incentive in 2008 was delivered 50% in stock options and 50% in Leadership Stock.

  The 2008 compensation mix supports the Company’s compensation principles that: 1) a significant amount of pay should be at risk, as demonstrated by the fact that 13% - 27% of target total direct compensation is delivered in base salary, and the remaining 73% - 87% is performance based; 2) realized compensation is significantly tied to performance against operating results and changes in shareholder value through our annual variable pay plan, our Leadership Stock equity plan, and stock options, which are dependent solely on stock price appreciation; 3) the economic interests of our executives are aligned with our shareholders, as demonstrated by the fact that 55% - 67% of our Named Executive Compensation is tied to long-term equity incentives; and 4) the senior-most executives are held most accountable for overall performance, as demonstrated by the fact that the mix of compensation at risk increases by level of responsibility.

  The Committee utilized market data provided by the Consultant as a reference when the Committee considered base salary, long-term equity incentive awards and the annual variable pay plan target opportunity for Named Executive Officers. The 2008 market review indicated that:

  	1)		base salaries of our Named Executive Officers are generally below median;
  	2)		target total cash compensation (base salary plus target EXCEL opportunity) of our Named Executive Officers is generally at or below median;
  	3)		long-term equity incentive target value is generally at or slightly above median; and
  	4)		in the aggregate, the total direct compensation of our Named Executive Officers is generally competitive with market median.

  The compensation decision and analysis resulting from this review and specific to each component of total direct compensation for the

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  Named Executive Officers are discussed under “Elements of Total Direct Compensation,” beginning on page 38 of this Proxy Statement.

  Use of Tally Sheets

  The Committee annually reviews all components of our Named Executive Officers’ compensation as presented in a comprehensive set of Tally Sheets that the Consultant prepares. The Tally Sheets provide a comprehensive view of each Named Executive Officer’s compensation, broken down into three components:

  	1)		An estimate of projected annual compensation, including target total cash compensation, the total estimated value of annual long-term equity awards and the value of benefits and perquisites received by each Named Executive Officer;
  	2)		A comprehensive summary of the vested and unvested values of all outstanding equity awards held by each Named Executive Officer at current and assumed future stock prices; and
  	3)		A summary of the severance benefits potentially payable to each Named Executive Officer as of year-end under various termination scenarios.

  The Tally Sheets provide the Committee with context for the decisions it makes in relation to total direct compensation. The Tally Sheets allow the Committee to holistically assess total direct compensation and the relationship of various componentsnames of the total compensation program to each other. The Tally Sheets also enable the Committee to determine how much wealth creation opportunity exists through equity-based compensation and how strong the retention power is as a result of unvested value. The Tally Sheets may also influence the Committee’s views on a variety of issues, such as changes to severance plans and employment agreements, special equity grants to promote retention, or changesindividual companies that participate in long-term equity incentives.these surveys.

  From the 2008 Tally Sheets, the Committee found that the total outstanding equity held by our Named Executive Officers had little intrinsic value and thereby did not provide sufficient retentive power, even in the event of significant stock price appreciation. The Committee considered this factor in determining, at the end of 2008, the long-term equity mix for 2009 as described on page 42 of this Proxy Statement. Mr. Berman is the only Named Executive Officer for whom Tally Sheets were not prepared or reviewed in 2008, because he was not a Named Executive Officer in 2007.

  Use of the CEO Evaluation Process

  The Presiding Director and the Chair of the Compensation Committee, with support from the CHRO, lead the annual CEO evaluation process to assess the performance of our CEO. Each February, our CEO completes a written self-assessment of his performance against the business plan of record for the prior year. This written assessment is sent to the full Board for review. Later in the same month, the CHRO interviews each member of the Board to collect feedback against an established set of criteria, including reaction to our CEO self-assessment and the Company’s leadership imperatives, which are: 1) “Drives to Win,” 2) “Develops Leaders” and 3) “Leads With Values.” The CHRO summarizes the input of each Board member and reviews all input with the Presiding Director and the Chair of the Committee. The Presiding Director and the Chair of the Committee discuss the summary with the Board and subsequently review the feedback with our CEO. Since the same director currently is both the Presiding Director and Chair of the Committee, the Chair of the Finance Committee served as co-leader of this process for 2008.

  For 2008, the Board noted a number of strengths in Mr. Perez’s performance. The Board recognized Mr. Perez’s strong leadership of the Company’s digital transformation, which resulted in four consecutive quarters of double-digit growth in our digital businesses, from the second half of 2007 through the first half of 2008. It acknowledged his strong strategic capability in guiding the identification and development of key digital properties. It also recognized the strong operating capability demonstrated by his leadership of the changes required to address the global economic challenges that impacted the business during the second half of 2008. While acknowledging the impact of the global economic downturn on operational results that fell short of goals, the Board recognized the leadership he demonstrated in enabling the Company to maintain a strong balance sheet, while maintaining and growing market share in key businesses and achieving key milestones related to new product introductions throughout the year. The Board noted the important role Mr. Perez has played in leading the Company’s continued progress in developing a robust, diverse pipeline of senior executive talent during a period of dramatic change. The Board also recognized his leadership in modeling the Company values as he reinforces the cultural transformation of Kodak. Typically, the Committee utilizes the CEO evaluation results when determining our CEO’s annual variable pay plan award. Given, however, that no annual variable pay plan award was earned for 2008, the 2008 evaluation did not influence this year’s determination as further described on page 41 of this Proxy Statement. The Committee considered the 2007 CEO evaluation when determining our CEO’s long-term equity target allocation in December 2008 as described on page 43 of this Proxy Statement.

  ELEMENTS OF TOTAL DIRECT COMPENSATION

  Total direct compensation consists of the following elements: base salary, annual variable pay and long-term equity incentives.

  Base Salaries
  

  Base salaries provide a regular source of income to our Named Executive Officers. Consistent with our philosophy of tying pay to performance, our Named Executive Officers receive a relatively small proportion of overall total direct compensation in the form of base salary. The base salaries of our Named Executive Officers in 2008 ranged from approximately 13% - 27% of their target total direct

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  compensation, with a positive correlation between the degree of compensation at risk and the level of an executive’s responsibility, as seen on the “2008 Compensation Element as a percentage of Total Direct Compensation” chart on page 37 of this Proxy Statement.

  The Committee typically reviews base salaries annually, at the beginning of the year, but it does not automatically increase salaries. Rather, base salaries are adjusted only if and as,deemed appropriate by the Committee, deems appropriate utilizing market median data as a reference and in consideration of: 1) experience; 2) expanded responsibilities; 3) the importance of the position relative to other senior management positions within the Company; 4) external relative scope or changes in the competitive marketplace; and 5) years since the last base salary change. Any change in base salary will affect an executive’s target opportunity under our annual variable pay plan, which is based on a percentage of base salary.

  The market median base salary reference is used because it:

  • Enables us to attract and retain high quality talent;
    
  • Ensures that our executives receive competitive levels of fixed compensation, which protects against excessive risk taking thatmight be encouraged if salaries were set substantially below market rates;
    
  • Ensures that fixed costs are reasonable and sustainable; and
    
  • Historically, enables us to deliver the majority of compensation opportunity through variable, results-based incentives to ensurethat realized pay is highly correlated with achievement of important performance goals and changes in shareholder value.

  2013 Committee DecisionDiscussion and Analysis Regarding Base Salaries
  

  In making 2008The Restructuring and Executive Compensation Committee determined it appropriate to freeze executive base salary decisions,salaries during the Chapter 11 proceedings absent a significant increase in job responsibilities. However, the Committee determined not to increase base salaries for any Named Executive Officer. The Committee reached this conclusion after reviewing the total direct compensation as well as base salary and target total cash compensation of each of our Named Executive Officers against the 2007 market median data prepared by the Consultant. For those Named Executive Officers who held their current position prior to the divestiture of the Health Group (Mr. Perez and Mr. Berman), the Committee also considered market data for revenue reflecting the Company’s size prior to the Health Group divestiture. The Committee found the base salary levels of our Named Executive Officers to be appropriate and competitive. The market analysis indicated that the total direct compensation of each of our Named Executive Officers was approximately at or slightly above median, and their base salaries were competitively positioned to median. The Committee recognized that the total direct compensation and target total cash compensation data reflected the completion of the Company’s multi-year strategy designed to increase the proportion of our Named Executive Officer’s total direct compensation deliveredstudied all positions included in the form of equity and decreaseemployment agreements that became effective upon emergence from the proportion delivered as base salary.

  For 2009, the Committee reviewed the 2008 market analysis that its Consultant prepared and considered each Named Executive Officer’s total direct compensation, target total cash compensation and base salary in relationChapter 11 proceedings with regard to competitiveness to the market median (based on the survey data described above). As a result, base salaries remained frozen in 2013 for comparable sized companiesMr. Perez and responsibilities. For thoseMs. Quatela and were increased for the following Named Executive Officers who held their current position priorOfficers:

  • Mr. Kruchten received an increase of 27.9% effective January 1, 2013 in recognition of his increased responsibilities as President,Graphics, Entertainment and Commercial Imaging, which brought his base salary to the divestiture94% of market median. Subsequently, as part ofimplementation of his new employment agreement in September 2013, and in recognition of the Health Group (Mr. Perezcritical role that he holds and theneed to retain him as a leader in the Company following emergence from bankruptcy, Mr. Berman),Kruchten received an additional increase of3.3% effective September 4, 2013. This action brought his base salary to 96% of market median.
    
  • Dr. Edwards received an increase of 13.4% effective January 1, 2013 in recognition of his increased responsibilities as President,Digital Printing and Enterprise Services, which brought his base salary to 101% of market median. Subsequently, as part ofimplementation of his new employment agreement in September 2013, and in recognition of the critical role that he holds and theneed to retain him as a leader in the Company following emergence from bankruptcy, Dr. Edwards received an additional increase of12.5% effective September 4, 2013. This action brought his base salary to 108.3% of market median. Given the importance of theDigital Printing and Enterprise Services product portfolio as Kodak seeks to grow as a technology company, the Committeedetermined that it was appropriate to set Dr. Edwards’ base salary at a level above market median.
    
  • Mr. Sheller received an increase of 18.1% effective September 4, 2013 as part of implementation of his new employment agreementin September 2013, and in recognition of the critical role that he holds and the need to retain him as a key leader in the Companyfollowing emergence from bankruptcy. This increase brought his base salary to 100% of market median.

  The Company’s agreement with AP Services LLC includes fees for Ms. Roof's services as our CFO. AlixPartners LLP directly compensates Ms. Roof; the Company does not maintain a separate compensation arrangement with Ms. Roof. Accordingly, the Committee also considered market data for revenue reflectingdoes not determine Ms. Roof's compensation.

  Consistent with current practice, the Company’s size prior to the Health Group divestiture. Further, the Committee considered the numberamount of years since the Named Executive Officer received a baseMr. Perez’s salary increase. The CEO provided a summaryin excess of the individual’s prior year contributions and Tally Sheet as background, with$1,000,000 deductibility limit under Section 162(m) of the exception of Mr. Berman, since heInternal Revenue Code (Code) was not a Named Executive Officer in 2007. After this review, and based on management’s recommendation, the Committee determined that there would be no salary increases for any Named Executive Officers. The Committee made this decision in light of management’s recommendation, based on the severe economic environment, to provide no increases in either base salary or annual variable pay target opportunity for executives except in limited cases where an executive makes a job change that involves a substantial increase in responsibility.deferred.

  Annual Variable Pay: EXCEL PlanExecutive Compensation for Excellence and Leadership (EXCEL)
  

  The Company provides an annual variable cash incentive opportunity to drive annual performance aligned to success in our executives, includingbusiness strategy, known as Executive Compensation for Excellence and Leadership (EXCEL). The Bankruptcy Court approved the participation of our Named Executive Officers through itsin EXCEL plan. The purpose of EXCEL is to provide annual cash compensation based on the Company’s overall annual operating performance, thereby 1) motivating management to pursue operational and strategic objectives deemed most critical for the Company’s short-term success; 2) aligning realized pay with delivered performance; and 3) ensuring that costs are supported by underlying operating results. The EXCEL plan is intended to comply with the “performance-based” compensation requirements of Section 162(m) of the Internal Revenue Code (the Code) so that any cash incentives payable under the plan will be fully deductible by the Company to the extent permitted under Section 162(m).2013 performance year.

  Executives participating in the planEXCEL are assigned a target opportunity expressed as a percentage of base salary. Annual cash incentives may be awarded under the plan based on achievement of key operational performance goal(s) that the Committee establishes at the beginning of the year. These objective measures are designed to drive Company performance. Typically, the Committee establishes threshold, target and stretch performance goals. Payouts under EXCEL are provided throughbased on a corporate funding pool, the size of which is based onformula that represents results achieved against the goals.

  If the threshold performance level is not achieved, no amounts will be paid under the plan to our Named Executive Officers. If performance targets are exceeded, payouts may exceed an executive’s target opportunity. If a Named Executive Officer has not met his or her share ownership guidelines, as described further on page 30 of this Proxy Statement, the amount of the EXCEL awards earned above target, if any, will be paid in unrestricted shares of Kodak common stock to the point required to meet the ownership guideline.

  metrics. The Committee also establishes a set of EXCEL baseline metrics for each performance year. These metrics are designed to provide the Committee with additional guidance should it decide tomay not exercise positive discretion to adjust (upward or downward) the size of the corporate award pool and the amount allocated to each Named Executive Officer. These metrics reflect the key strategic and operational imperatives for the year in support of the Company’s business strategy. The Committee selects these metrics in part to ensure that the primary EXCEL performance metrics are not achieved at the expense of the longer-term interest of the shareholders. Typically, the baseline metrics are not assigned any relative weight vis-à-vis each other.

  After the end of the performance year, the Committee determines the extent to which the operational performance goals were achieved and the corporate funding pool resulting from any such achievement. Based on performance against the baseline metrics, the Committee

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  may decide whether to increase or decrease the amount of the corporate funding pool; positive discretion, however, may not increase the size of a Named Executive Officer’s award above the maximum award level established under the plan. The maximum award under the plan

  
  
  
  

  for any Named Executive Officer is the lesser of 10% of the corporateEXCEL award pool (without discretion), or 500% of his or her prior year-end base salary, not to exceed $5 million. In addition,

  Given the complexity of the Company’s Chapter 11 proceedings and the need to obtain support from creditor constituencies with respect to the 2013 EXCEL performance metrics, the Committee may also choosedetermined it necessary to exercise discretioncontinue to recognize circumstancesseek such as unanticipated economic or market changes, extreme currency exchange effects and managementsupport beyond the first 90 days of significant workforce issues. Following its determination regarding2013. As such, the sizeEXCEL program for 2013 did not meet all of the corporate funding pool forrequirements to qualify as “performance-based” compensation under Section 162(m) of the year, the Committee determines the amount of any awards for the Named Executive Officers.Code.

  EXCEL Target Opportunity
  

  As noted above, ourOur Named Executive Officers are assigned target opportunities under EXCEL based on a percentage of base salary. Since a

  2013 Committee Discussion and Analysis Regarding Target Leverage
  For 2013, the Committee determined it appropriate to review the target leverage opportunities of the Named Executive Officer’sOfficers and to make adjustments only where necessary to align to market median (based on the survey data described above). As a result of this review, the Committee determined that target EXCEL opportunities would remain frozen in 2013 for Messrs. Perez and Kruchten, Dr. Edwards and Ms. Quatela. As part of the implementation of his new employment agreement in September 2013, the EXCEL opportunity is a componentfor Mr. Sheller was reduced from 75% to 65% to better align to market median for his position (bringing his target leverage to 104% of total direct compensation,market median).

  The following table shows the Committee annually reviews survey data to determine the position of each Named Executive Officer’s2013 full year EXCEL target opportunity relative to the market.

  Committee Decision and Analysis

  For 2008, the target EXCEL opportunities as a percent of base salary for our Named Executive Officers were: 155% for Mr. Perez, 85% for Mr. Faraci, 75% for Mr. Sklarsky, and 65% for Ms. Hellyar and Mr. Berman (changed from 62% to 65% effective May 12, 2008). The targetOfficers:

  	Name	Base Salary			EXCEL % Target Opportunity	EXCEL $ Target Opportunity
  	A.M. Perez		$1,155,000		155%		$1,790,250
  	R.A. Roof(1)		See SCT		Not eligible		Not eligible
  	B.W. Kruchten		465,000		75%		348,750
  	D.J. Edwards		450,000		75%		337,500
  	P.M. Sheller		401,500		65%		260,975
  	Former Executives
  	L.G. Quatela		465,000		75%		348,750

  (1)Ms. Roof is not an employee of the Company and is not eligible for EXCEL.

  2013 EXCEL opportunity for our Named Executive Officers, other than Ms. Hellyar and Mr. Berman, remained unchanged from 2007 because the Committee felt that each executive’s target total cash position was appropriately positioned against the market median. Ms. Hellyar’s target opportunity was increased by 3% to recognize her increase in responsibilities as President FPEG and to move her total direct compensation to market median. Mr. Berman’s target opportunity was also increased by 3% to maintain internal equity in target EXCEL opportunities and to more closely align his target total cash to market median.

  For 2009, the Committee determined that the target EXCEL opportunity for our Named Executive Officers will remain unchanged due to the challenging economic environment and management’s decision to provide no salary and no annual variable pay target opportunity increase for executives.

  2008 EXCEL Plan Design and Performance Results

  Performance Metrics Design and Results
  

  For 2008, theThe Committee selected two performance metrics to be used to determine“Adjusted EBITDA (consolidated)” (Adjusted EBITDA) as the corporate award pool from which awards would be allocated. The Committee set the targets of these performance metrics in alignment with the Company’s external guidance to investors. Using these targets, a performance matrix was created that determined the funding percentage of the plan’s corporate award pool. The Committee also established a set of baseline metrics. The Committee reviewed and finalized thesesingle performance metric targets and baseline metrics in the first 90 days of the performance year.

  For 2008, the Committee selected: 1) Net Cash Generation and 2) Combined Consumer Digital Imaging Group (CDG) and GraphicCommunications Group (GCG) year-over-year percent revenue growth as the two primary metrics for the plan, each of which was equally weighted. Specific definitions2013 EXCEL performance period. The full definition for these non-GAAP financial measuresthe metric can be found in the narratives forfollowing the Grants of Plan-basedPlan-Based Awards Table. The Adjusted EBITDA target included performance of all businesses of the Company, including the Document Imaging and Personalized Imaging businesses that were sold as part of the Chapter 11 process. The initial target for Adjusted EBITDA was based on page 55a projected sale of this Proxy statement.the Document Imaging business by March 31, 2013, and the Personalized Imaging business by June 30, 2013. Because the actual date of sale of these businesses occurred later in the year than projected, the Adjusted EBITDA target was modified to reflect the actual sale dates of these businesses as allowed in the Company’s applicable financing arrangements. The resulting metric shown below was adjusted to account for the actual sale date of September 1, 2013 for both businesses.

  TheIn addition to the single performance metric, the Committee established baseline metrics for 2008performance gates such that were focused on:

  • Key market introductions (Consumer Inkjet, Continuous Inkjet, Drop on Demand and Consumer Digital Dry Lab);
    
  • Market share for key products (Digital Cameras, Digital Plates and Digital Scanners);
    
  • Financial metrics (FPEG EFO Margin, Cash Conversion); and
    
  • Milestonesany performance below these gates would result in no payment under the plan. The gates for 2013 were: 1) compliance with the financial covenants within the Company’s grow people strategy.

  These baseline metrics were not assigned any relative weight vis-à-vis each other.

  The following abbreviated performance matrix shows the threshold, targetapplicable financing agreements throughout 2013; and stretch goals for 2008 and the resulting EXCEL corporate funding pool percentage:

  EXCEL Corporate Funding Pool Percentage Matrix

  	Combined CDG and GCG year-over-year % revenue growth
  Net Cash Generation	4%		7%			10%
  (in millions)	(Threshold)		(Target)			(Stretch)
  $    50 (Threshold)	11%		44	%		114%
  300 (Target)	67%		100	%		170%
  500 (Stretch)	120%		144	%		214%

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  If the Company achieved both2) Adjusted EBITDA of $228.3M, which represented 85% of the Company’s target goals,Adjusted EBITDA for fiscal year 2013, as adjusted for the corporate pool would fund at 100%. If either threshold goal was not achieved,timing of the corporate pool would not be fundedsale of Document Imaging and our Named Executive Officers will not earn a bonus underPersonalized Imaging.

  
  
  
  

  The financial targets and actual performance for the plan.2013 EXCEL performance period were as follows:

  Excel Primary Performance Goals	Weight		Threshold	Target	Stretch	Result
  Adjusted EBITDA (consolidated)	100%	Metric	$228.3M	$268.6M	$537.2M
  		Payout Opportunity	60%	100%	200%
  		Result				$302M
  EXCEL earned award for Named Executive Officers						112.4%
  EXCEL approved award for Named Executive Officers						112.4%

  
  

  Committee Discussion and Analysis

  The Committee selected the two primary metrics because they are key operational metrics for the Company of Performance Metric and are among the metrics our CEO periodically reports to the investment community. They provide insight to the Company’s ability to generate cash to invest in organic and non-organic growth as well as the continued growth of the Company’s digital businesses.Goals

  The Committee establishedselected Adjusted EBITDA as the Net Cash Generation threshold at $50 million to provide a levelonly metric for 2013 because it focuses on earnings from operational performance, including that of positive cash flow (after dividends), while still providing the flexibility to make investments to drive growthtwo businesses (Document Imaging and Personalized Imaging) that were sold in our digital businesses. Further, the targetChapter 11 process. The definition of $300 million wasthis metric is consistent with the midpoint ofCompany’s applicable financing agreements in order to align management incentives with the Net Cash Generation range communicated to investors, as adjusted for dividends.Company’s financial covenants. The Committee established the target for CDG and GCG year-over-year percent revenue growth at the low end of the range communicated to investors (7%), because it wasthis metric consistent with prior full-year digital revenue growth after reflecting the realignment of two analog business product groups.plan presented by the Company to the creditor constituency in the Chapter 11 proceedings. The threshold for an earned payment was established at 4% revenue growth, which was$7M above the midpoint of the range communicatedminimum Adjusted EBITDA covenant calculated to investors in 2007.

  In the creation of the matrix, the Committee increased the rate of payout for digital revenue growth above 8.5%. The Committee felt that an accelerated payout forinclude January plan performance above 8.5% was appropriate because it representedto ensure full year performance above the midpoint ofminimum level required by the revenue growth communicated to investors andcovenant. The resulting payout slope was a challenging objective given the strong full year growth the Company achieved in 2007.much steeper below target performance than above target performance. In addition to the single metric, the Committee set the matrix so that the rate of payout was relatively flat for results delivered within the range communicated to investors and which increased or decreased more steeply outside the range. The Committee selected this payout rate to reinforce the importance of delivering net cash generation within the target range shared with investors.

  As discussed above, the Committee also established a set of baseline metrics in 2008. The Committee chose these metrics because they reflected key strategicgate for minimum consolidated Adjusted EBITDA and operational imperatives for the year in support of the Company’s business strategy. The metrics were selected in partminimum U.S. liquidity to ensure that no award would be earned absent compliance with the primary EXCEL performance metrics were not achieved atfinancial covenants in the expense of the longer-term interest of shareholders.

  Determination of Corporate Award Pool for 2008

  Company’s applicable financing agreements. The Company ended 2008 with a negative $144 million Net Cash Generation and a negative 4% Combined CDG and GCG year-over-year percentage digital revenue growth.obtained the support of creditor constituents in the bankruptcy process in developing the performance metric for the 2013 performance period.

  Committee DecisionDiscussion and Analysis of 2013 Named Executive Officer Awards

  Given that the result for each EXCEL performance metric was below threshold, the Committee determined that the matrix produced a funding pool of 0%. The Committee reviewed the results of the baseline metrics but, in light of the below-threshold results in Net Cash Generation and digital revenue growth, the Committee did not factor in the results of the baseline metrics in its determination of the funding pool.

  Because the EXCEL matrix resulted in a corporate funding pool of 0%, and because the Committee did not factor in the baseline metric results, none of our Named Executive Officers earned an EXCEL award for 2008.

  Long-Term Equity Incentive CompensationOverall Award Pool
  

  Our Named Executive Officers receive an annual grant of long-term equity incentive awards as described further below. In addition to these awards, Named Executive Officers may receive additional equity awards during the year in recognition of a promotion or other significant achievement. All equity awards are issued under the 2005 Omnibus Long-Term Compensation Plan.

  Purpose

  The objectives of our long-term equity incentive programs are to:

  1)		Align executive compensation with shareholder interests;
  2)		Create significant incentives for executive retention;
  3)		Encourage long-term performance by our executives; and
  4)		Promote stock ownership.

  The Committee reviews our long-term equity incentive programs annually to ensure that they are meeting the intended objectives.

  Over the last several years, in connection with our digital transformation, the Committee implemented a compensation strategy designed to increase the proportion of our Named Executive Officers’ total direct compensation delivered in the form of long-term equity incentive awards. For 2008, the percentage of our Named Executive Officer’s target total direct compensation that is based upon the long-term equity program ranges from 55% to 67% (as seen on the chart titled “2008 Compensation Elements as a Percentage of Target Total Direct Compensation” on page 37 of this Proxy Statement), underscoring the alignment of the interests of our Named Executive Officers with the interests of the Company’s shareholders.

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  Mix of Long-Term Equity Incentive Compensation

  The Committee has no pre-determined mix of the form of long-term equity incentives granted to our Named Executive Officers. In December 2008, the Committee determined, based on the analysis discussed below, that the equity compensation program for 2009 would deliver:

  • 50% of the equity dollar value in the form of stock options;
    
  • 25% of the equity dollar value in the form of Leadership Stock; and
    
  • 25% of the equity dollar value in the form of restricted stock units.

  The stock options vest in substantially equal annual installments over a three-year period. Leadership Stock program awards are granted in the form of performance stock units, which, if earned, are paid in the form of shares of common stock upon fulfilling a two-year vesting period which follows a one-year performance period. The performance goals for the Leadership Stock program are established each year, providing flexibility to the Committee to design a pay-for-performance plan that rewards achievement of key financial and/or operational metrics. Awards delivered in restricted stock units are paid in the form of shares of common stock when the three-year vesting period lapses.

  Committee Decision and Analysis

  In determining the annual mix of the form of long-term equity for 2009, the Committee considered the following:

  • Alignment with shareholders’ interests.The percentage of total direct compensation of our Named Executive Officersdelivered in the form of equity ranges from 55% - 67%. All three forms of long-term equity incentive compensation provided in2009 (stock options, Leadership Stock, and restricted stock units) are either wholly or partially dependent on changes in shareprice and, as such, support our shareholder alignment objective. The Committee recognized that stock options foster thestrongest linkage between changes in shareholder value and gains realized by our executives. Therefore, it assigned thegreatest percentage (50%) of the total equity mix to stock options. The Committee also recognized that stock options, especiallyif used in isolation, can create windfalls in a rising market and may lead to gains even when operating performance is weak.Conversely, in a declining market, it is possible for stock options to deliver little or no value even when operating performance isstrong. Stock options also create a fixed expense for the Company regardless of whether they actually deliver value toexecutives and, therefore, create the possibility of incurring earnings charges for awards that may deliver little or no value. Assuch, while stock options are the major form of equity compensation used for 2009, the Committee also used other awards, asdiscussed below, to ensure balance in the overall program and to mitigate the impact that uncontrollable market volatility mayhave on the pay realized by the Named Executive Officers.
    
  • Retention and stock ownership.For 2009, the Committee introduced restricted stock units, with a three-year cliff vesting, as apart of the long-term equity incentive mix. The Committee decided to introduce restricted stock units after a review of the NamedExecutive Officer Tally Sheets. The Tally Sheets demonstrated that the existing outstanding equity awards held little intrinsicvaluepayout earned under EXCEL for our Named Executive Officers, eventhe Committee first considered whether the minimum performance gates had been achieved. Specifically, the Committee confirmed that the $228.3 million Adjusted EBITDA requirement had been exceeded and that the financial covenants within the applicable financing agreement had been met and exceeded. Next, the Committee considered the actual financial performance for the Company of $302M in the event of significant stock price appreciation, and therefore were noteffectively supporting the Company’s retention objectives. The introduction of restricted stock units, while limiting the upsideequity opportunity available through Leadership Stock, providesAdjusted EBITDA, which resulted in a time-based equity opportunity that is tied to stock price,enhances stock ownership, and addresses retention. In determining thepayout percentage of restricted stock units that should comprisethe incentive mix,112.4%. Based on this review, the Committee sought the adviceapproved a payout level of its Consultant, who indicated that utilization of restricted stock units in therecommended percentage (25%) was aligned with current general industry practice.
    
  • Pay for performance.The Committee continued the use of Leadership Stock in the equity mix to link a meaningful portion of theoverall long-term incentive opportunity toward the delivery of key operating goals. This mix mitigates the impact of uncontrollablemarket volatility on payouts while it strengthens the linkage between controllable performance and realized compensation. TheCommittee determined a mix of 25% to be an appropriate weight, recognizing the volatility112.4% of the current economic environmentandtarget level for the challenge it poses in establishing appropriate financial metrics. Leadership Stock is financially more efficient than stockoptions and restricted stock units since the costs are incurred only if the underlying operating2013 performance goals are achieved. Inaddition, because Leadership Stock, like restricted stock units, is structured in whole shares (rather than just potentialappreciation in the value of underlying shares), it requires fewer shares to deliver a given level of value and thereby helps in themanagement of potential share dilution (i.e., overhang).period.

  Determining Annual Target Allocations of Long-Term Equity Incentive Compensation

  The number of stock options, Leadership Stock, and restricted stock units granted to theAwards for Named Executive Officers is calculated based on
  After a dollar value forreview of each executive. This dollar-denominated value is set and intended to align target total direct compensation with approximately the market median. The Committee reviews the dollar amount and, if appropriate, adjusts it to reflectNamed Executive Officer’s individual performance, factors. The methodology usedparticularly related to convert this dollar-denominated long-term equity incentive opportunity into equity grants (stock options, leadership stock units and restricted stock units) cantheir contributions towards achieving the goals of the Chapter 11 reorganization process, the Committee determined that their individual awards should be found on page 46 of this Proxy Statement. The equity grants are made in accordanceconsistent with the Boardoverall award pool, without further adjustments. Sixty percent (60%) of Directors Policy on Equity Awards, discussed further on page 46the total amount of this Proxy Statement.

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  While the Committee determines a total dollar value for purposes of calculating the number of stock options, Leadership Stock units and restricted stock units toawards will be granted, this value does not represent the actual compensation that our Named Executive Officers might realize. The actual value that our executives receive will depend on the Company’s stock price on the grant date, stock price appreciationpaid in April 2014 and the number of shares earned under the Leadership Stock program based on Company performance against established metrics for the performance year. The number of stock optionsremaining forty percent (40%) is fully vested and Leadership Stock units granted to our Named Executive Officers in 2008 is shown in the Grants of Plan-Based Awards Table on page 55 of this Proxy Statement. As indicated in the 2008 Executive Compensation determination timeline table on page 36, this Proxy Statement addresses the equity decisions made in 2008. For Committee Decision and Analysis for 2008 Leadership Stock grants, determinedpayable in December 2007, see the Company’s Notice of 2008 Annual Meeting and Proxy Statement.

  Committee Decision and Analysis2014.

  With respect to the award determinations madefor Mr. Perez, the Committee considered his leadership throughout the Chapter 11 process, including the Company’s emergence on September 3, 2013. The Committee considered Mr. Perez's focus on securing customer and partner relationships; leadership of the asset sale process; successful negotiations to settle and eliminate large legacy liabilities; completion of two refinancing arrangements; and transition of responsibilities to the new Chairman and Board. In addition, the Committee considered Mr. Perez's performance resulting in December 2008,strategic and operational balance to maintain profitable revenue and overall liquidity.

  In considering the award for Mr. Kruchten, the Committee considered the results for his leadership of the Graphics, Entertainment and Commercial Films business, including the successful launch and stabilization of certain products and technologies; his focus on overall operational and manufacturing productivity improvements; year-over-year margin improvement in Entertainment and Commercial Films; and his significant role in the asset sales and settlement of liabilities in the Chapter 11 process that were a critical component of the Company’s ability to emerge from Chapter 11 protection.

  With respect to Dr. Edwards, the Committee determined there would be no increasehis award based on results in his leadership of the Digital Printing and Enterprise Services business, including year-over-year improvement in EBITDA before corporate costs; progress in driving various partnership models; technology productivity and reliability improvements; and successful management of key retailer relationships.

  
  
  
  

  Mr. Sheller's leadership in his three corporate roles as General Counsel, Chief Administrative Officer and Secretary were considered in determining his award. The Committee considered Mr. Sheller's performance in leading the Chapter 11 legal processes through communications with several diverse constituencies; managing the transition to the post-emergence Board; oversight of several key components of the asset sales; and leadership in the target dollar valuestabilization of long-term equity incentive compensation for any Named Executive Officer fromoverall Company governance and employee issues beyond emergence.

  With respect to Ms. Quatela, the prior year. The Committee made this decision considering: 1) the challenging economic environment; 2) the Company’s financial performance for 2008; and 3) the position of our Named Executive Officer’s total direct compensation relativelooked to market median.

  Target Dollar Value of Long-Term Incentive Opportunity
  Named Executive Officer	Target Dollar Value
  A.M. Perez, Chairman & CEO		$	5,786,885
  F.S. Sklarsky, EVP & CFO		$	1,600,080
  P.J. Faraci, President & COO		$	1,899,978
  M.J. Hellyar, EVP & President, FPEG		$	1,017,962
  R.L. Berman, SVP & CHRO		$	775,716

  
  

  The above amountsher leadership in the table representPersonalized Imaging and Document Imaging businesses, leading to the intended target dollar valuecompletion of the long-term incentive opportunity. Becausesuccessful sale of significant declines in the pricethese businesses, which was a fundamental component of the Company’s stockPlan of Reorganization, and her ongoing support in the fourth quarter of 2008, the methodology used to convert this opportunity into stock optionstransitioning these businesses.

  Ms. Roof was not considered for and full value shares resulteddid not receive an EXCEL award as she is not a participant in an actual equity value at the time of grant equal to 33% of the intended dollar value. The methodology used can be found on page 46 of this Proxy Statement.our EXCEL program.

  Leadership Stock — 20082011-2012 Performance Cycle AwardsCash Program
  

  As part of its annual review of long-term equity incentives,Under the Committee approves the performance criteria and terms of the annual Leadership Stock award. The Leadership Stock performance goals are approved in compliance with the rules of Section 162(m) of the Code, which require that goals be established no later than 90 days after the start of the performance period.

  For 2008, given the difficulty in establishing multi-year performance goals,Company’s former Omnibus Long-Term Incentive Plan, the Committee decidedestablished a performance cash program to commence in 2011 and continue its use of athrough 2012. The 2011-2012 Performance Cash program was established with two one-year performance periodperiods, followed by a two-year time-based vesting scheduleperiod of one year, to ensure a total earn-out period of three years. The terms of the program and the basis on which metrics were established were disclosed in the Company’s Forms 10-K/A filed April 27, 2012 and April 22, 2013.

  The 2011 performance goal and result were disclosed in the Company’s Form 10-K/A filed April 27, 2012. The performance threshold for Leadership Stock. Leadership Stock awards provide2011 was not met, resulting in a certification of 0% for the participant with2011 performance period. The 2012 performance goal and result were disclosed in the right to earn sharesCompany’s Form 10-K/A filed April 22, 2013. The performance threshold for 2012 was met, and overall performance resulted in a 150% payout opportunity for the 2012 performance period. Total performance for the 2011 and 2012 performance periods resulted in a total payout at 75% of target. These payments vested on December 31, 2013.

  2013 Long-Term Incentive Compensation
  Long term incentives, mainly in the form of equity, have historically been a significant part of our common stock based upon attainment of certain performance goals.

  For 2008, the Committee selected a single performance goal, Total Segment Earnings from Operations (EFO), a non-GAAP financial measure, because it provides insight into the Company’s profitability. It is the third of the key financial metrics the CEO periodically reports to the investment community. The specific definition for Total Segment Earnings from Operations (EFO) can be found on page 57 of this Proxy statement.

  The following abbreviated corporate performance matrix shows the threshold, target and maximum goal and associated payout percentage for 2008 Leadership Stock:

  Leadership Stock Matrix
  	EFO	Payout
  Threshold	$200M	10%
  Target	$400M	100%
  Maximum	$500M	200%

  
  

  Awards earned under the plan are based on an executive’s target Leadership Stock allocation multiplied by the applicable payout percentage. Performance results below $200 million EFO would result in a zero performance percentage, and, therefore, no awards would be earned for the performance cycle. Performance at $400 million would lead to a 100% performance percentage and results of $500 million or greater would result in a 200% performance percentage. Results are interpolated between threshold and target and between target and maximum. The threshold, target and maximum number of shares allocated to our Named Executive Officers under the 2008 Leadership Stock performance cycle are shown in the Grants of Plan-Based Awards Table on page 55 of this Proxy Statement.

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  Committee Decision and Analysis

  The Committee established the threshold, target and maximum award levels as follows: 1) the threshold was established at $200M; 2) the target was established at the low-end of the external guidance range; and 3) the maximum was set at the top end of the external guidance range. These levels were established to align with external guidance, while also providing the Company flexibility to make additional investment during the fiscal year to grow the Company’s digital businesses.

  2008 Leadership Stock Program Results

  For 2008, the Company’s EFO was $33 million. Since this result was below the threshold EFO of $200 million, the Leadership Stock Matrix delivered a zero performance percentage.

  Committee Decision and Analysis

  Based on the Company results, the Committee certified a zero performance award for Leadership Stock. As a result, our Named Executive Officers did not receive a Leadership Stock award for the 2008 performance cycle.

  2008 Delivered Compensation

  Largely due to the Company’s results in 2008, the delivered compensation program for our Named Executive OfficersOfficers. The objectives of this element of compensation are to: (i) align executive compensation with shareholder interest; (ii) create incentives for executive retention; (iii) encourage long-term performance; and (iv) promote stock ownership.

  The Company did not issue long-term incentive awards to its executives in 2008 was significantly below2013 due to the target total direct compensation levelsongoing bankruptcy proceedings. However, as approved under the Plan of Reorganization, Messrs. Perez, Kruchten and Sheller and Dr. Edwards along with certain other Company executives in leadership roles, received an equity grant in the form of Restricted Stock Units (RSUs) upon emergence from Chapter 11 under the 2013 Eastman Kodak Company Omnibus Plan as described in their individual employment agreements. In setting the amount of equity to be awarded to each Named Executive Officer, the Committee determined that the grant should be valued at 20% of the Named Executive Officer’s Total Direct Compensation, based upon the intent to place one-year Total Direct Compensation at the 75^th percentile of market Total Direct Compensation. Mr. Perez’s RSU grant vests one-third upon the grant date, one-third upon the first anniversary of the grant date, and one-third upon the achievement of performance metrics determined by the Committee, established. By “delivered compensation,” we meanif and as certified by the compensation that was actually delivered to ourCommittee. The vesting schedule of Mr. Perez’s RSUs derives from the scheduled term of his employment agreement, which is one year. The RSU grants for Messrs. Kruchten and Sheller and Dr. Edwards vest one-third upon the first, second and third anniversary of the grant date. The vesting schedule of the RSUs for these Named Executive Officers derives from the term of their respective employment agreements, which is three years.

  One-Time Special Incentive for 2008 (i.e., delivered compensation = 2008 base salary +Mr. Perez
  Under the actual 2008 annual variable pay (EXCEL) award earned + the actual 2008 Leadership Stock award earned + the SFAS 123R grant date fair valueterms of his management agreement effective September 3, 2013, which was approved as part of the stock options grantedPlan of Reorganization, Mr. Perez is eligible to receive a performance-based payment in 2008).an amount up to $2 million, based upon the satisfaction of certain performance metrics as determined by the Committee. The performance metrics focus on achievements with respect to key customer and contractual arrangements in the Company’s Commercial Imaging businesses by December 31, 2014. In identifying these metrics, the Committee determined that these customer and contractual arrangements were critical indicators of the performance of the Company’s Commercial Imaging businesses.

  One-Time Special Incentive Agreement for Ms. Quatela
  Effective September 3, 2013, the Company entered into a one-time special transition incentive agreement with Ms. Quatela pertaining to the successful sale of our Document Imaging and Personalized Imaging businesses to the Kodak Pension Plan of the United Kingdom, which was a necessary component in the Company’s ability to emerge from Chapter 11. The Committee reviewed and approved this agreement, and it was approved as part of the Company’s Plan of Reorganization in the Chapter 11 process. The performance criteria under the agreement focused on the successful closing of the asset sale agreement as staged in various jurisdictions throughout the world, the transition of key customers in these businesses to the new owner, and the development and implementation of the organizational structure to support deferred close country operations. Subject to achievement of these performance goals within the performance period, Ms. Quatela was eligible to earn an award of $813,750.

  
  
  
  

  Committee Discussion and Analysis on Goal and Metric Selection and Award Determination
  The following tables demonstrate thatCommittee intended for Ms. Quatela’s agreement to incent her to complete a timely sale of the deliveredDocument Imaging and Personalized Imaging businesses, which was critical to the Company’s ability to emerge from Chapter 11, and to incent Ms. Quatela to continue to fulfill steps necessary for full implementation of the transfer of the businesses to the new owner. The target/maximum payout opportunity was established to provide Ms. Quatela an opportunity to earn total compensation in line with her Total Target Cash Compensation for our2013. The Committee approved the payment in full based upon Ms. Quatela’s successful performance in all of the criteria under the agreement. The award is included in the Grant of Plan Based Awards Table.

  RISK MITIGATING POLICIES

  Policy on Recoupment of Executive Incentive Payments in the Event of Certain Restatements
  The Board has a policy requiring the recoupment of bonuses paid to Named Executive Officers upon certain financial restatements. Under the policy, which is posted on our website athttp://ek.client.shareholder.com/supporting.cfm, we require reimbursement of a certain portion of any amounts paid to a Named Executive Officer under EXCEL when:

  • The payment was 21%predicated upon the achievement of certain financial results that were subsequently the subject of arestatement;
    
  • In the Board’s view, the officer engaged in fraud or misconduct that caused the need for the restatement; and
    
  • A lower payment would have been made to 34%the officer based upon the restated financial results.

  In each such instance, the Company will, to the extent practicable, seek to recover the amount by which the Named Executive Officer’s annual incentive payment for the relevant period exceeded the lower payment that would have been made based on the restated financial results, plus a reasonable rate of their target total directinterest.

  Committee Discussion of Risk in Goal and Metric Selection
  The Committee considers risk management in all decisions related to executive compensation, in 2008. This outcome resulted fromand the Committee’s independent consultant has historically advised the Committee and management on the degree to which individual components and the program as a zero payout under the EXCEL and Leadership Stock plans andwhole may influence the manner in which dollar-denominated long-term equityexecutives are encouraged or discouraged from taking risk. In establishing the metric selection, metric definitions, performance thresholds, targets were converted into actual awards (as described on page 46 of this Proxy Statement) and valued based onpayout curves for our incentive-based compensation, the grant date fair value.

  The grant date fair value of stock options will be realized only in the event of stock price appreciation. As indicated in footnote 4 below, as of December 31, 2008, the intrinsic value of the stock options was zero. If the stock option value in the tables reflected the intrinsic stock option value, rather than the SFAS 123R grant date fair value, as of December 31, 2008, delivered compensation of our Named Executive Officers as a percentage of their target total direct compensation would range from 13%Committee considers how to 27%.

  These tables demonstrate the degree of performance sensitivity inherent in our overall compensation programs and how the various incentive plans operate to ensure that compensation realized by Named Executive Officers is aligned with overall Company results and changes in shareholder value. The information on these tables differs substantially from the Summary Compensation Table on page 49 of this Proxy Statement and is not a substitute for that table. A description of those differences is found following these tables.

  2008 Target Compensation
  					Target Long-Term Equity Value(2)
  Named			Target Annual		2008 Leadership		2008 Stock		Target Total Direct
  Executive Officer	Base Salary		Variable Pay(1)		Stock		Options		Compensation(3)
  A.M. Perez,
  Chairman & CEO	$1,100,000		$1,705,000		$2,893,443		$2,893,443		$8,591,886
  F.S. Sklarsky,
  EVP & CFO	600,000		450,000		800,040		800,040		2,650,080
  P.J. Faraci,
  President & COO	700,000		595,000		949,989		949,989		3,194,978
  M.J. Hellyar,
  EVP & President,
  FPEG	490,000		313,600		508,981		508,981		1,821,562
  R.L. Berman, SVP
  & CHRO	385,000		246,400		387,858		387,858		1,407,116

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  2008Delivered Compensation vs. Target
  			Long-Term Equity
  			Incentive Plan
  				Grant Date Fair		% 2008 Delivered
  Named	Actual	Actual 2008	Actual 2008	Value of 2008	Delivered 2008	Compensation vs.
  Executive	2008 Base	Annual	Leadership	Stock Option	Total Direct	Target Total Direct
  Officer	Salary	Variable Pay	Stock Award	Award(4)	Compensation	Compensation(5)
  A.M. Perez,
  Chairman & CEO	$1,096,168	$0	$0	$683,901	$1,780,069	21%
  F.S. Sklarsky,
  EVP & CFO	597,911	0	0	189,098	787,009	30%
  P.J. Faraci,
  President & COO	697,561	0	0	224,543	922,104	29%
  M.J. Hellyar, EVP
  & President,
  FPEG	488,293	0	0	120,302	608,595	33%
  R.L. Berman,
  SVP & CHRO	383,658	0	0	91,673	475,331	34%

  
  

  (1)		Mr. Berman and Ms. Hellyar's target award opportunity under EXCEL increased from 62% to 65% effective May 12, 2008.
  (2)		Target Long-Term Equity Value represents the dollar-denominated target value of 2008 Leadership Stock and 2008 Stock Options.
  (3)		Target Total Direct Compensation = base salary + annual variable pay (EXCEL) opportunity at target + dollar-denominated target value of long-term equity.
  (4)		Full 2008 Stock Option grant date fair value, as calculated in accordance with SFAS 123R. The actual value of the stock option grant will be a function of stock price. The grant price of the 2008 stock option award was $7.41. The closing price of the stock as of December 31, 2008 was $6.58. Therefore, the intrinsic value of the stock options on December 31, 2008 was zero.
  (5)		Percent 2008 Delivered Compensation = (actual 2008 base salary + actual 2008 annual variable pay award earned + 2008 Leadership Stock award earned + 2008 stock option grant date fair value) divided by Target Total Direct Compensation as defined in footnote 3.

  As previously indicated, these tables are not a substitute for the Summary Compensation table, and the information provided in these tables differs from the Summary Compensation Table in two major ways. First, a significant difference between these tables and the Summary Compensation Table is in the representation of equity value. In the Summary Compensation Table, the equity awards represent the expense recognized for financial reporting purposes, with respect to equity awards granted in the current year and prior years. In the table reflecting 2008 Delivered Compensation vs. Target, the equity awards represent: 1) the grant date fair value of the 2008 stock option award in accordance with SFAS 123R, and 2) the actual 2008 Leadership Stock awards earned. Secondly, the Summary Compensation Table includes changes in pension value, non-qualified deferred compensation and perquisites. These amounts are not included in the tables above because they are not taken into account in determining total direct compensation.

  Initial Hire Grants and Ad Hoc Awards

  In addition to annual equity awards, our Named Executive Officers may receive stock options and time-based restricted stock grants in connectionappropriately balance risk with the commencementachievement of their employment, election as a Company Officer, as a result of a promotion or for retention purposes. The objectives of these grants are to encourage hiring, retentionshareholder objectives. Throughout 2013, the Restructuring and stock ownership and to align an executive’s interests with those of our shareholders. On occasion, the Committee may also grant one-time, ad hoc stock option awards to reward an executive for superior individual performance.

  There were no ad hoc awards granted to any Named Executive Officers in 2008.

  Former Executive: James T. Langley

  Mr. Langley’s last day of employment with the Company was March 14, 2008. In connection with Mr. Langley’s planned separation from service with the Company, the Compensation Committee approved a severance payment of $810,000, which was equivalent to Mr. Langley’s target cash compensation. Mr. Langley’s severance was determined in consideration of: 1)considered risks associated with key compensation decisions, as did the severance guidelines for Named Executive Officers discussed on page 48 of this Proxy Statement; 2) the Company organizational changes resulting in the elimination of Mr. Langley’s position; and 3) the severance arrangement in Mr. Langley’s hiring agreement, which had expired a year earlier and provided a comparable benefit. In addition to severance, thenew Committee granted an “approved reason” and accelerated vesting for the remaining

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  3,453 restricted shares of the Company’s stock granted to Mr. Langley on February 27, 2007 as a performance award. The Committee felt it was appropriate to accelerate vesting on the remaining shares given that these shares were granted to recognize 2006 results. Finally, for purposes of Mr. Langley’s supplemental unfunded retirement benefit, the Committee determined that Mr. Langley would receive service credit for the period beginning August 18, 2007 and ending on March 14, 2008, and, therefore, he would receive a pro-rated portion of the $100,000 that would have been credited to him had he remained employed through August 18, 2008.

  Given that Mr. Langley’s last day of work was planned for the first quarter of 2008, the Committee determined that Mr. Langley would not receive an annual stock option grant in 2007 or a 2008 Leadership Stock grant, nor would he be eligible for a base salary increase or an EXCEL award for the 2008 performance year.

  EXECUTIVE COMPENSATION POLICIES RELATING TO INCENTIVE PLANS

  Share Ownership Program

  Under our Share Ownership Program, our Section 16 Executive Officers are expected, over time, to acquire a significant ownership stake in the Company equal to at least one to five times their base salary amounts, depending on the executive’s position. Details regarding this program are on page 30 of this Proxy Statement. The Committee believes this program furthers its objective of closely aligning the interests of our executives with those of our shareholders. The Committee plans to revisit the terms of the Share Ownership Program during 2009.

  Equity Award Policy

  All equity awards granted to Named Executive Officers in 2008 were granted in accordance with our Board of Directors Policy on Equity Awards approved by the Board effective as of January 1, 2007. In accordance with this policy, our grant timing guidelines are as follows:

  Annual Stock Option Award.Annual grants of stock options are approved at the Committee’s regularly scheduled December meeting. If grants of stock options are to be awarded, the grant date for such options will be the date of the December meeting in which the grants were approved.following emergence from Chapter 11.

  Grant Dates for Ad Hoc and New Hire Equity Awards. For awards to Section 16 Executive Officers, the grant date for any ad hoc or new hire equity award approved in a meeting of the Committee will be:

  • The date of the Committee meeting in which the award is approved in the case of an ad hoc equity award; or
    
  • The next regularly scheduled Committee meeting following the first date of employment in the case of an equity award to a newhire.

  The grant date of any ad hoc or new hire equity award approved by unanimous written consent of the Committee will be the next regularly scheduled Committee meeting following:

  • The date of execution of the unanimous consent in the case of an ad hoc equity award; or
    
  • The first date of employment in the case of an equity award to a new hire.

  The exercise price of any stock options awarded will be the fair market value (defined as the average of the high and low value) of the Company’s common stock on the grant date as defined in the applicable equity compensation plan.

  Methodology for converting dollar-denominated annual long-term incentive target opportunity into share equivalentsOTHER POLICIES

  In December of each year, the Committee determines the target dollar value to be delivered in long-term equity incentives for each Named Executive Officer. To determine the number of stock options to be delivered, the average of the closing price of Kodak stock over 60 trading days ending on the last trading day of September is calculated. A Black-Scholes value is then calculated using the 60-day average stock price determined above. The target dollar value to be delivered in stock options (50% of the target total long-term equity value) is divided by the Black-Scholes value to determine the number of stock options, which may then be rounded to the nearest reasonable whole number. The stock option grant price is the fair market value of the Company’s stock on the grant date. The number of full value shares, Leadership Stock and/or restricted stock units are calculated using the intended dollar value (50% of the target total long-term equity value) divided by the average of the closing price of Kodak stock over the 60 trading days ending on the last trading day of September.

  This same methodology is used annually to determine the number of stock options and shares of restricted stock to be granted to the directors under the Director Compensation Program.

  This methodology was selected for administrative purposes and so that short-term fluctuations in stock price would not impact the conversion from dollar-denominated awards to shares. A change to the 60-day methodology was discussed as part of the annual strategy review, but since the strategy review took place during the 60-day period it was determined appropriate to continue this methodology for 2008 and revisit it again in 2009. Use of this approach in 2008 resulted in granting equity value equal to approximately 33% of the intended equity value because the Company’s stock price fell after determination of the 60-day average stock price and prior to the issuance of the equity awards.

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  Policy on Qualifying Compensation
  

  When designing all aspects of compensation, the Company considerswe consider the deductibility of executive compensation under Section 162(m) of the Code, whichCode. Section 162(m) provides that the Company may not deductdeductions are capped at compensation of more than $1 million paid to certain executives, other than “performance-based” compensation meeting certain requirements. Annual variable pay under our EXCEL plan is designed to satisfy the requirements for “performance-based” compensation asCovered Employees (as defined in Section 162(m) of the Code. Stock options), other than compensation that is “performance-based.” EXCEL and Leadership Stockour long-term incentive program are alsotypically designed in a manner intended to satisfy the requirements forso qualify. However, these programs were not intended to qualify as “performance-based” compensation underin 2013 since, as discussed above, with respect to the EXCEL metrics, the bankruptcy process necessitated collaboration with creditor constituents beyond the 90 day period required for Section 162(m). qualification, and no long-term incentive equity was granted in 2013. While we design these plans and programs typically are designed to operate in a manner that is intended to qualify as “performance-based” under Section 162(m), the Committee may administer the plans in a manner that does not satisfy the requirements of Section 162(m) in order to achieve a result that the Committee determines to be appropriate.

  WhileMs. Quatela’s special incentive plan was designed in a manner intended to satisfy the Committee considers the impact of the tax treatment, the primary factor influencing program design is the support of business objectives. requirements for “performance-based” compensation under Section 162(m).

  Generally, whether or not compensation will be deductible under Section 162(m) will be an important, but not thea decisive, factor with respect to the Committee’s compensation determinations. In 2008 the Committee recognized that, while both stock options and Leadership Stock are 162(m) compliant, restricted stock units are not. The Committee nonetheless determined that the benefit to be derived from restricted stock units, namely their retentive value, outweighed any impact resulting from the inability to claim a deduction under Section 162(m) of the Internal Revenue Code.decisions.

  
  
  
  

  Policy on Recoupment of Bonuses

  The Company has a policy regarding the recoupment of bonuses in the event of financial restatements. Under this policy, the Board may seek to recover, to the extent permitted under applicable local law, any performance-based pay awarded to a Named Executive Officer under EXCEL if an executive’s fraud or misconduct caused or partially caused the need for significant financial restatement and if the bonuses would have been lower as a result of the restatement. The policy is more fully discussed on page 20 of this Proxy Statement.

  OTHER COMPENSATION ELEMENTS

  Retirement Plans
  

  The Company offers a tax-qualified defined benefit plan, comprised of a cash balance component and a traditional defined benefit component (KRIP), and a tax-qualified 401(k) defined contribution plan (SIP), which cover virtually all U.S. employees. In addition to theseOur tax-qualified retirement plans are designed and intended to attract and retain employees.

  Until September 3, 2013, the Company provides supplementalprovided non-qualified retirement benefits to our employees, including the Named Executive Officers, under the Kodak Unfunded Retirement Income Plan (KURIP) and the Kodak Excess Retirement Income Plan (KERIP). KURIP and KERIP arewere unfunded retirement plans that are designed to provide our executivesemployees with pension benefits that make(1) made up for the Internal Revenue Code’s limitations on allocations and benefits that may be paid under KRIP and SIP, and (2) recognize deferred compensation that is ignored when calculating benefits under KRIP and SIP. None of our Named Executive Officers hashad an accumulated benefit under KERIP. The details of KRIP and KURIP are described underin the Pension Benefits Table on page 63Table.

  Upon the commencement of this Proxy Statement.

  the Company’s Chapter 11 proceedings in January 2012, pre-petition balances under KURIP and KERIP were frozen. The plans continued to earn benefits after the filing date. Any individuals holding pre-petition balances under those plans were entitled to file an unsecured claim in the bankruptcy proceedings to seek recovery of their balances, and those claims were satisfied in a manner consistent with all other similarly situated general unsecured creditors, with a distribution of equity following emergence from bankruptcy. KURIP and KERIP were terminated upon the Company’s emergence from bankruptcy. KURIP benefits earned after the filing date and prior to emergence were frozen and are payable as a lump sum upon the employee’s termination of employment with the Company believes that our tax-qualified retirement plans(less applicable withholding and non-qualified supplemental retirement plans enhance our executive compensation package. The primary objective of our retirement plans issubject to attract and retain our employees.compliance with Code Section 409A).

  Individual Supplemental Individual Retirement Arrangements
  

  We have alsoAt the time of his hire, the Company entered into an individual letter agreementsagreement with Messrs.Mr. Perez Faraci and Sklarsky to provide additional retirement benefits beyond those available under our tax-qualified retirement plans and non-qualified supplemental retirement plans. For Messrs. PerezThis agreement provided eligibility for the traditional benefit component of KRIP and Faraci, these agreements provideKURIP and for additional years of service in calculating their benefits under KRIP and KURIP. Supplementalthose benefits. A supplemental individual retirement arrangements werearrangement was necessary to recruit these Named Executive Officers.Mr. Perez. The benefits provided to our Named Executive OfficersMr. Perez under anyhis individual retirement arrangement are described on page 65in the section entitled Individual Supplemental Retirement Arrangements.

  Upon the Company’s emergence from bankruptcy, Mr. Perez’s original letter agreement was terminated and benefits earned prior to the filing date were settled by a distribution of this Proxy Statement.equity in a manner consistent with other similarly situated general unsecured creditors. Benefits earned after the filing date and prior to emergence were frozen and are payable as a lump sum upon Mr. Perez’s termination of employment with the Company (less applicable withholding and subject to compliance with Code Section 409A).

  Deferred Compensation Plan
  

  The Company maintainsformerly maintained a non-qualified deferred compensation plan for itsour executives, known as the Eastman Kodak Company 1982 Executive Deferred Compensation Plan (EDCP). The plan permits the Company’s executives to defer a portion of their base salary and annual bonus awards. Each fall, the Company’s executives may elect to defer base salary for the following year and up to a portion of any bonus earned under EXCEL the following year. The plan is intended to promote retention by providing our executives with a long-term savings opportunity on a tax-deferred basis. The details of this plan are described under the Non-Qualified Deferred Compensation Table on page 66 of this Proxy Statement. In 2008,2009, the Committee froze the receipt of new monies into this plan. This action was takenplan indefinitely due to the plan’s administrative costs and low utilizationutilization. Upon filing for bankruptcy in January 2012, EDCP accounts were frozen and administrative costs.no additional interest was earned. The Company did not assume the plan upon emergence from Chapter 11, and it therefore has been terminated. All existing account balances under EDCP became an unsecured claim in the bankruptcy proceedings.

  Perquisites
  

  The Company provides certain perquisites primarily for our Named Executive Officers. The perquisites are reviewed periodically and are provided to ensure the personal security related reasons,of senior executives, to maximize an executive’sexecutive's time spent on Company business or to attract and retain our Named Executive Officers. The primary perquisites that our Named Executive Officers receive are financial counseling services, personal umbrella liability insurance coverage and occasional use of the Company’s driver service. Home security services are provided forsenior executives.

  In 2013, Mr. Perez but were discontinued in December 2008 for Messrs. Faraci, Sklarsky and Berman and in January 2009 for Ms. Hellyar. The Company’s driver service was discontinued for all Named Executive Officers in October 2008. The elimination of these perquisites is in addition to the discontinuation of executive physicals in December 2007.

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  Our executive security program requires our CEO to use Company aircraft for all air travel, whether personal or business. Our Named Executive Officers, other than our CEO, are not permitted to use corporate aircraft for personal travel without approval from our CEO. This restriction applies to personal travel of these Named Executive Officers as well as the travel of a spouse when accompanying theonly Named Executive Officer who received perquisites. In order to ensure his personal safety and maximize time spent on Company business, travel.

  the Company provided home security services and personal IT services for Mr. Perez. The compensation attributed to our Named Executive Officers for 2008 forvalue of these perquisites is included in the All Other Compensation column of the Summary Compensation Table on page 49 of this Proxy Statement.Table.

  
  
  
  

  SEVERANCE AND CHANGE-IN-CONTROLCHANGE IN CONTROL ARRANGEMENTS

  Severance Arrangements
  

  Our Named Executive Officers are responsible for the continued success of the Company and the execution of the Company’s strategic plan to grow our digital portfolio and to continue management of a sustainable business model for our traditional businesses. The Committee believes that it is important to provide our senior management some measure of financial security in the event their employment is terminated without cause.

  Mostcause, because of their responsibility for the success of the Company and the execution of the Company’s strategic plan. However, while the Company operated in Chapter 11, any severance payments were managed in compliance with the provisions of the Bankruptcy Code, irrespective of any letter agreements or severance guidelines. Under these provisions, our Named Executive Officers havecould receive only limited severance amounts under plans applicable to employees generally.

  Effective September 3, 2013, as part of the management agreements approved under the Plan of Reorganization, the Company entered into an individual letter agreement that provides various severance benefits in the event their employment is terminated under various circumstances. These individual letter agreements were established at the timearrangement with each Named Executive Officer commenced employment with the Company or later in connection with entering into a retention arrangement.Additionally, when determining the appropriate severance arrangement for a Named Executive Officer, the Committee generally applies pre-established guidelines. Under these guidelines, our Named Executive Officers may be eligible to receive a severance allowance equal to one to two times their target cash compensation depending on their position, length of serviceother than Mmes. Roof and the circumstances surrounding their departure. The individual letter agreements for Named Executive Officers are approved by the Committee and are consistent with guidelines for executive severance that the Committee has established.

  Our individual severanceQuatela. These arrangements are designed to serve as a retention tool and to eliminate any reluctanceprovide incentive for the Named Executive Officers to focus on the best interests of executives to implement anystockholders in connection with the transformational components of the Company’s strategic plan. Inplan given that, in certain instances, an executive’s successful completion of his or her responsibilities may result in the elimination of his/his or her job. These arrangements also provide an incentive for individualsthe Named Executive Officers to sign a release of claims against the Company, to refrain from competing with the Company and to cooperate with the Company both before and after their employment is terminated.

  At the time that Mr. Perez’sPerez commenced employment with the Company, an individual severance arrangement providesletter agreement dated March 3, 2003 was established to provide him with severance and other benefits. Upon the Company’s emergence from bankruptcy, this letter agreement, as amended, was terminated and any remaining entitlements thereunder were settled in the form of an unsecured claim, consistent with the treatment of other general unsecured creditors.

  The 2013 individual severance arrangements established for Messrs. Sheller and Kruchten and Dr. Edwards provide severance benefits that are payable in the event histhe Named Executive Officer’s employment is terminated by the Company without “cause” or if he terminates for “good reason.” Under their individual severance arrangements, Messrs. Faraci and Sklarsky and Ms. Hellyar are entitled to severance benefits for termination by the Company without “cause.” The arrangements for Mr. Sklarsky and Ms. Hellyar also provide them with severance benefits upon their long-term disability. For purposes of these severance arrangements, the definitions of “cause” vary slightly amongand “good reason” as applicable to the relevant individual letter agreements negotiated betweenseverance arrangements are set forth in the Company andsection entitled Individual Severance Agreements. Under his 2013 management agreement, Mr. Perez is entitled to certain termination benefits as more fully described in the Named Executive Officers. section entitled Individual Termination Benefits.

  When approving any letter agreement for employment or retention, the Committee focuses on the reasons for which severance triggersmay be triggered relative to each executive’sthe Named Executive Officer’s position and responsibilities.

  Our Ms. Quatela’s severance arrangementsarrangement is provided in accordance with our Named Executive Officers also providethe Company plans applicable to employees generally. Ms. Roof is not eligible for the treatment of other compensation providedseverance benefits under the Company’s annual bonus plan, equity plans and retirementany Company plans. For additional information regarding the potential severance benefits payable to our Named Executive Officers under various circumstances, see the description underpreceding the Severance Benefits Tables beginning on page 72 of this Proxy Statement.Payments Table.

  Change-in-ControlChange in Control Arrangements
  

  Consistent with our compensation philosophy, we believe that the interests of our shareholders are best served if the interests of our senior management are aligned with theirs. To this end, ourThe Company first adopted an Executive Protection Plan which the Company adopted in 1992, provideswhich provided for enhanced change-in-controlchange in control severance benefits for executives, including our Named Executive Officers other than Ms. Roof, to reduce any reluctance of our Named Executive Officerson their part to support potential change-in-controlchange in control transactions that may be in the best interest of shareholders and to promote thetheir continued employment and dedication of our Named Executive Officers without distraction. The Committee believes that these change-in-control benefits also encourage smooth transition of management in the event of a change-in-control. The terms of the Executive Protection Plan are more fully described on page 76 of this Proxy Statement.

  When determiningin the appropriate level of change-in-control benefits for a Namedsection entitled Executive Officer underProtection Plan. Upon theCompany’s emergence from bankruptcy, the Executive Protection Plan the Committee considers how to ensure that the plan continues to fulfill the objectives described above and, in doing so, it takes market practice and cost of the benefits into consideration. The Committee’s decisions concerning these benefits do not affect decisions made regarding other compensation elements.was terminated.

  Certain of our other employee benefit and compensation plans also provideprovided enhanced benefits to our Named Executive Officers other than Ms. Roof, as well as other U.S. employees, after a change-in-control.change in control. These benefits arewere designed to protect our Named Executive Officerscovered employees against the possible loss of certain benefits after a change-incontrol. Additional planchange in control. The terms of the Executive Protection Plan and the treatment of any benefits after a change-in-controlchange in control under the Company’s retirement and welfare plans, deferred compensation plan, EXCEL plan and equity incentive plans are more fully described beginningprior to the Severance Payments Table. Upon the Company’s emergence from bankruptcy, these enhanced benefits were eliminated.

  SATISFACTION OF UNSECURED CLAIMS AND CANCELLATION OF EQUITY
  As discussed throughout this Compensation Discussion and Analysis and the tables that follow, certain compensation plans, programs and agreements were terminated or expunged as part of the Company’s restructuring process under the Chapter 11 proceedings. In those cases where our Named Executive Officers were entitled to benefits under such arrangements, their benefits were converted to a general unsecured claim, which was satisfied following emergence from bankruptcy in the form of an equity distribution, consistent with treatment of all other similarly situated general unsecured creditors, in a gross pre-tax amount that was approximately 6% of the value of the claim. In addition, all common stock of the Company that was outstanding prior to the emergence date of September 3, 2013 was cancelled on page 76emergence from bankruptcy. To the extent any of our executives, including our Named Executive Officers, held stock of the Company as of that date, it was cancelled, and no consideration was provided for this Proxy Statement.lost value.

  
  
  
  

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  COMPENSATION OF NAMED EXECUTIVE OFFICERS

  SUMMARY COMPENSATION TABLE
  

  The table below summarizes the total compensation of each of our Named Executive Officers (NEO) for 2006, 20072011, 2012 and 2008.2013.

  										Change in
  										Pension
  										Value and
  										Non-
  								Non-Equity		qualified
  Name and								Incentive		Deferred
  Principal					Stock		Option	Plan		Comp.	All Other
  Position	Year	Salary(1)	Bonus		Awards (2)		Awards (3)	Comp. (4)		Earnings (5)	Comp. (6)		Total
  A.M. Perez  Chairman &  CEO	2008	$1,096,168	—		$1,256,622		$2,560,101	$            —		$3,438,295	$285,442		$8,636,628
  	2007	1,096,168	—		1,515,177		2,444,914	3,324,750		519,560	377,865		9,278,434
  	2006	1,096,168	$690,525	(7)	1,801,792	(8)	1,704,007	—		3,214,598	269,020		8,776,110
  F.S. Sklarsky  EVP & CFO(9)	2008	597,911	—		599,729		611,143	—		119,720	10,369		1,938,872
  	2007	597,911	—		649,584		383,486	900,000		104,165	37,504		2,672,650
  	2006	91,986	75,000	(10)	74,781		78,333	—		18,303	2,539		340,942
  P.J. Faraci  President &  COO	2008	697,561	—		193,936		536,849	—		341,208	27,947		1,797,501
  	2007	606,879	—		257,987		503,845	1,066,158		386,094	31,362		2,852,325
  	2006	518,188	130,572	(7)	179,631		381,227	—		319,305	42,614		1,571,537
  M.J. Hellyar  EVP &  President,  FPEG	2008	488,293	—		446,508		613,015	—		517	10,904		1,559,237
  	2007	488,293	—		234,000		616,539	637,980		4,093	2,653		1,983,557
  	2006	484,843	130,634	(7)	211,734		279,322	—		1,102,430	10,349		2,219,312
  R.L.  Berman  SVP & CHRO	2008	383,658	—		112,065		267,163	—		100,757	6,117		869,760
  Former Executive
  J.T. Langley  Former SVP(11)	2008	114,983	—		—		—	—		116,293	918,424	(12)	1,149,700
  	2007	498,258	—		199,394		520,455	785,750	(13)	212,069	54,486		2,270,412
  	2006	498,258	150,550	(14)	160,299		291,079	490,000		171,160	58,400		1,819,746

  
  

  											Change in
  											Pension
  											Value and Non-
  Name and								Non-Equity			qualified
  Principal					Stock		Option	Incentive Plan			Deferred Comp.			All Other
  Position	Year	Salary(1)		Bonus	Awards(2)		Awards(3)	Comp.(4)			Earnings(5)			Comp.(6)		Total
  A.M. Perez President & CEO	2013	$	1,150,976	-	$	2,245,310	-	$	3,314,316		$	725,402		$	9,143	$	7,445,147
  	2012		1,149,421	-		-	-		2,148,300			2,014,817			159,711		5,472,249
  	2011		1,115,140	-		3,083,185	1,355,005		0			1,311,499			115,285		6,980,114
  R.A. Roof CFO	2013		2,231,957	N/A		N/A	N/A		N/A			N/A			N/A		2,231,957
  	2012		800,726	N/A		N/A	N/A		N/A			N/A			N/A		800,726
  B.W. Kruchten SVP	2013		448,484	-		390,875	-		547,695			0			-		1,387,054
  D.J. Edwards SVP	2013		410,606	-		384,667	-		519,975			7,926			7,548		1,330,722
  	2012		351,570	-		-	-		254,016			26,355			18,349		650,290
  P.M. Sheller GC & SVP	2013		356,022	-		299,584	-		313,944			0			-		969,549
  	2012		336,516	-		-	-		306,000			908,864			15,026		1,566,406
  Laura Quatela, Former President, EKC and Personalized Imaging	2013		463,380	-		-	-		1,363,245			25,481			7,350		1,859,456
  	2012		463,380	-		-	-		418,500			38,227			82,306		1,002,413
  	2011		403,877	-		562,409	208,003		0			39,546			7,825		1,221,660

  (1)		This column reports the base salary earned bypaid to each of our Named Executive Officers. Ms. Roof, a Managing Director of AlixPartners LLP, has served as our CFO since September 10, 2012. Ms. Roof's services are provided pursuant to an agreement between Kodak and APServices LLC, an affiliate of AlixPartners LLP. We do not compensate Ms. Roof directly. Rather, Ms. Roof is compensated directly by AlixPartners LLP. Under our agreement with AP Services LLC, we incurred $2,231,957 in 2013 for Ms. Roof's services. Ms. Roof billed 2,156.2 hours at $915 per hour plus 303.5 hours travel time at $475.50 per hour. AP Services LLC was also reimbursed in the amount of $120,182 to account for Ms. Roof’s travel expenses. See page 38 of this Proxy Statementthe section entitled Base Salaries for a complete discussion and analysis of base salary levels.
  Dr. Edwards’ base salary increased from 2012 as a result of a salary increase that he received effective January 1, 2013 and a subsequent increase effective September 4, 2013 (as part of his management agreement). Mr. Sheller’s base salary increased from 2012 as a result of a salary increase effective September 4, 2013 (as part of his management agreement). (2)		This With respect to the 2013 stock awards, this column reports the compensation cost recognized by the Companygrant date fair value (as calculated for financial statement reporting purposes in accordance with SFAS 123R,purposes), without any reduction for risk of forfeiture for all stock awards (including Leadership Stock, restricted stock,the restricted stock units (RSUs). The RSUs were granted upon emergence from bankruptcy and 2006 Executive Performance Share Program (EPSP) shares) during each year reported. Thethe fair value disclosed represents the annual aggregate expense for stock awards granted in 2008 and in prior years as compensation cost is recognized for financial reporting purposes over the period in which the employee is required to provide service in exchange for the award. Compensation cost is initially measured based on the assumptions used in determining the fair value of our common stock upon emergence, as disclosed in Note 3 to the Company’s audited financial statements for fiscal year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2014. Based upon these assumptions, the grant date fair value of each RSU is $14.11. The actual number of RSUs granted to the NEOs was based on an award,initial emergence stock price of $11.94 as determined pursuant to SFAS 123R without any reduction for risk of forfeiture. The assumptions used to calculate the valueas part of the awards are the same as thosePlan of Reorganization.

  
  
  
  

  ⁽³⁾ This column reports the grant date fair value (as calculated for financial reporting purposes), without any reduction for risk or forfeiture, for all stock option awards granted during each year reported. No stock options were granted during 2013. The assumptions used to calculate the grant date fair value of stock options granted in 2011 are included in the table below.

  	Named
  	Executive	Grant Date		Expected		Expected
  	Officers	Fair Value of	Risk-Free	Option	Expected	Dividend
  	Receiving	Award	Rate	Life	Volatility	Yield
  Grant Date	Award	($)	(%)	(years)	(%)	(%)
  1/24/2011	L.G. Quatela	2.94	2.40	6	59.08	0.00
  2/28/2011	A.M. Perez	1.92	2.48	6	59.15	0.00
  2/28/2011	L.G. Quatela	1.92	2.48	6	59.15	0.00

  (4)The amounts in this column reflect payments under EXCEL for our stock-based compensation disclosureperformance in Note 20 to our financial statements in our Annual Report on Form 10- K for the year ended December 31, 2008, as filed with the SEC on February 27, 2009.
  (3)		This column reports the compensation cost recognized by the Company for financial statement reporting purposes in accordance with SFAS 123R, without any reduction for risk of forfeiture, in each year reported related to stock options, including stock options granted in 20082013, 2012 and in prior years as compensation cost is recognized for financial reporting purposes over the period in which the employee is required to provide service in exchange for the award. The following table includes the assumptions used to calculate the compensation expense reported for 2006, 2007 and 2008 on a grant-date basis. Compensation cost is initially measured based on the grant date fair value of an award, determined pursuant to SFAS 123R without any reduction for risk of forfeiture.

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  		Grant Date				Expected		Expected
  	NEOs	Fair Value of			Risk-Free	Option	Expected	Dividend
  	Receiving	Award			Rate	Life	Volatility	Yield
  Grant Date	Award	($)			(%)	(years)	(%)	(%)
  12/6/2004	P.J. Faraci		9.20		3.34	4	36.470	1.56
  12/10/2004	A.M. Perez		9.20		3.34	4	36.470	1.56
  	M.J. Hellyar		9.20		3.34	4	36.470	1.56
  	J.T. Langley		9.20		3.34	4	36.470	1.56
  1/17/2005	M.J. Hellyar		9.27		3.57	4	35.700	1.53
  5/12/2005	P.J. Faraci		7.46		3.59	4	35.190	1.82
  6/1/2005	A.M. Perez		7.46		3.59	4	35.190	1.82
  	P.J. Faraci		7.46		3.59	4	35.190	1.82
  	M.J. Hellyar		7.46		3.59	4	35.190	1.82
  	R.L. Berman		7.46		3.59	4	35.190	1.82
  	J.T. Langley		7.46		3.59	4	35.190	1.82
  12/7/2005	A.M. Perez		8.65		4.46	7	34.730	2.06
  12/7/2005	P.J. Faraci		7.44		4.43	5	34.370	2.15
  	M.J. Hellyar		7.44		4.43	5	34.370	2.15
  	R.L. Berman		7.44		4.43	5	34.370	2.15
  	J.T. Langley		7.44		4.43	5	34.370	2.15
  2/1/2006	P.J. Faraci		7.82		4.83	5	34.090	1.86
  12/12/2006	A.M. Perez		9.40		4.45	7	35.314	1.90
  	F.S. Sklarsky		9.40		4.45	7	35.314	1.90
  12/12/2006	P.J. Faraci		7.66		4.45	5	32.502	1.98
  	M.J. Hellyar		7.66		4.45	5	32.502	1.98
  	R.L. Berman		7.66		4.45	5	32.502	1.98
  	J.T. Langley		7.66		4.45	5	32.502	1.98
  10/16/2007	M.J. Hellyar		5.18		3.16	4	30.580	2.02
  12/11/2007	A.M. Perez		7.70		3.59	7	35.150	1.90
  	F.S. Sklarsky		7.70		3.59	7	35.150	1.90
  12/11/2007	P.J. Faraci		5.18		3.16	4	30.580	2.02
  	M.J. Hellyar		5.18		3.16	4	30.580	2.02
  	R.L. Berman		5.18		3.16	4	30.580	2.02
  12/9/2008	A.M. Perez		.91		1.82	6	32.170	7.42
  	F.S. Sklarsky		.91		1.82	6	32.170	7.42
  	P.J. Faraci		.91		1.82	6	32.170	7.42
  	M.J. Hellyar		.91		1.82	6	32.170	7.42
  	R.L. Berman		.91		1.82	6	32.170	7.42

  
  

  (4)

  Amounts represent incentive compensation paid under the EXCEL plan as well as any individual incentive plans in 2006, 2007 and 2008.2011. See the Grants of Plan-Based Awards in 2008 tableTable for the potential payouts for fiscal year 2013 for each Named Executive Officer, dependingwhich depend on the outcome of performance. For a description of the performance criteria, see “2008“2013 EXCEL Plan Design and Performance Results –Results” under “Compensation Discussion and Analysis of Performance Metrics”Metrics and Goals”. In addition, for 2013, this column reflects payments earned under the 2011-2012 Performance Cash Program as described under the Elements of Total Direct Compensation. Final performance under the Performance Cash Program resulted in a payout at 75% of target, which vested on December 31, 2013.For Ms. Quatela, this column also includes the payout earned for her one-time Special Incentive Agreement (described in the Compensation Discussion and Analysis. In accordance with EXCEL and our share ownership program, Mr. Faraci and Ms. Hellyar received the above-target portionAnalysis of their 2007 EXCEL bonus earned

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  		in 2007 in the form of fully-vested shares of common stock, which were settled on March 27, 2008.2013 Named Executive Officers did not receive any non-equity incentive compensation in 2006 and 2008 because no EXCEL awards were earned for those years.
  Officer Awards). (5)		This column reports the aggregate change in the present value of the Named Executive Officer's accumulated benefits under KRIP, KURIP and supplemental individual retirement arrangements, to the extent a Named Executive Officer participates, without recognition of any equity received in satisfaction of a general unsecured claim in the bankruptcy proceedings. The determination of the Change in Pension Value is highly dependent upon the discount rate and/or interest rate utilized, which may change based on the interest rate environment, thereby impacting the reported Change in Pension Value from year to year. Significant portions of the Pension Values for 2012 and prior years were settled following the Company’s emergence from bankruptcy, in the form of an equity distribution of approximately 6% (pre-tax) of the value of the claim, consistent with the treatment of other general unsecured creditors. This column also includes the estimated above-market interest, if any, earned during the year on deferred compensation balances.balances during the year. In 2013, deferred compensation accounts were frozen (as part of the bankruptcy proceedings) with the exception of Mr. Perez’s deferral of base salary in excess of $1,000,000. This account continued to earn above-market interest. All deferred compensation account balances were also settled upon the Company’s emergence from bankruptcy except for Mr. Perez’s post-petition base salary deferral in excess of $1,000,000. The breakdown of these figures is shown in the table below:below. Additional details about the settlement upon the Company’s emergence from bankruptcy are described under the Pension Benefits Table.

  
  

  	2006			2007			2008
  		Above-			Above-			Above-
  	Pension	Market	Total	Pension	Market	Total	Pension	Market	Total
  Executive	Value	Interest(a)	Value	Value	Interest(a)	Value	Value(b)	Interest(a)	Value
  A.M.
  Perez	$3,192,022	$22,576	$3,214,598	$491,469	$28,091	$519,560	$3,434,567	$3,728	$3,438,295
  F.S.
  Sklarsky	18,303	—	18,303	104,165	—	104,165	119,720	—	119,720
  P.J.
  Faraci	319,305	—	319,305	386,094	—	386,094	341,208	—	341,208
  M.J.
  Hellyar	1,098,877	3,553	1,102,430	0	4,093	4,093	0	517	517
  R.L.
  Berman	N/A	N/A	N/A	N/A	N/A	N/A	98,186	2,571	100,757
  Former Executive
  J.T.
  Langley	144,232	26,928	171,160	167,844	44,225	212,069	110,470	5,823	116,293

  
  

  	2011			2012			2013
  	Change in	Above-		Change in	Above-		Change in	Above-
  	Pension	Market	Total	Pension	Market	Total	Pension	Market
  Name	Value	Interest(a)	Value	Value	Interest(a)	Value	Value(b)	Interest(a)	Total Value
  A.M. Perez	$1,311,441	$58	$1,311,499	$2,008,425	$6,392	$2,014,817	$718,231	$7,171	$725,402
  R.A. Roof	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
  B. W. Kruchten	—	—	—	—	—	—	0	0	0
  D.J. Edwards	—	—	—	26,355	0	26,355	7,926	0	7,926
  P.M. Sheller	—	—	—	908,864	0	908,864	0	0	0
  L.G. Quatela	39,543	3	39,546	37,901	326	38,117	25,481	0	25,481

  	(a)		A Named Executive Officer’sOfficer's deferral account balances are credited with interest at the “prime rate”"prime rate" as reported in theWall Street Journal, compounded monthly. Above-market interest is calculated as the difference between the prime rate and 120% of the Applicable Federal Rate (AFR) for the corresponding month.
  	(b)		With the exception Payment of Mr. Perez, the 2008 Pension Values are generally consistent with the 2007 Pension Values. Mr. Perez’s 2008 Pension Value increased primarily dueany above-market interest was subject to the EXCEL bonus paid in 2008 (earned in 2007), as well as changes in actuarial assumptions. The primary actuarial assumption changes were an increase in the discount rate, a decrease in the lump sum interest rate, and an update to the lump sum mortality table. Due to the fact that Mr. Perez is close to age 65, the upward influence of the lump sum assumption changes greatly outweighed the downward influence of the increased discount rate. Neither Mr. Sklarsky nor Mr. Faraci were significantly impacted by the assumption changes due to their ages and specific pension provisions. Both Ms. Hellyar and Mr. Berman were impacted by the KURIP plan amendment to require distribution in the form of a lump sum, which eliminated potential early retirement subsidies. The KURIP amendment was adopted to comply with the terms of Section 409A of the Code, which triggers immediate taxation on deferred compensation if the receiving employee has control over the form of payment. To avoid this tax implication, KURIP now requires all participants to take their benefit in the form of a lump sum. For participants covered by the traditional defined benefit component of KURIP, such as Ms. Hellyar and Mr. Berman, the change eliminated potential early retirement subsidies that were only available if an annuity form of benefit was chosen. The plan change reduced Ms. Hellyar’s pension value by $177,018 from last year and Mr. Berman’s pension value by $64,154 from last year. Due to this plan change and the change in assumptions, Ms. Hellyar had negative pension values for 2008 so her accrual for 2008, in total, was ($210,064). Despite the KURIP amendment and the assumption changes, Mr. Berman still had a positive pension accrual for 2008, which totaled $98,186.

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  (6)

  The table below shows the components of the All Other Compensation column for 2008:Chapter 11 proceedings.

  
  

  									Security				Personal
  					Financial				Services/				Aircraft
  Name	401(k) Match				Counseling				Systems				Usage(a)				Other				Total
  A.M. Perez		$	0			$	7,000			$	9,410			$	264,143			$	4,889(b)			$	285,442
  F.S. Sklarsky			6,750				0				770				0				2,849(c)				10,369
  P.J. Faraci			6,750				0				2,406				11,680				7,111(d)				27,947
  M.J. Hellyar			0				1,243				685				0				8,976(e)				10,904
  R.L. Berman			0				4,870				460				0				787(f)				6,117
  Former Executive
  J.T. Langley			2,300				0				410				2,594				913,120 (g)				918,424

  
  

  		(a)		The incremental cost to the Company for personal use of Company aircraft is calculated based on the direct operating costs to the Company, including fuel costs, FBO handling and landing fees, vendor maintenance costs, catering, travel fees and other miscellaneous direct costs. Fixed costs that do not change based on usage, such as salaries and benefits of crew, training of crew, utilities, taxes and general maintenance and repairs, are excluded.
  				Under our executive security program, the Company requires Mr. Perez to use Company aircraft for all travel, whether personal or business. Mr. Perez’s family members and guests occasionally accompany him on business trips and on trips when he uses the Company aircraft for personal purposes, at no additional cost to the Company.
  				Company policy provides that Company aircraft is to be used predominantly for the business of the Company. On rare occasions with the prior approval of the CEO, other Named Executive Officers may fly on Company aircraft for personal purposes. The incremental cost of Messrs. Faraci’s and Langley’s personal use of Company aircraft is reported in this column. At times, the executive’s spouse accompanied the executive on some of these trips and on some business trips at no additional cost to the Company.
  		(b)		For Mr. Perez, this amount is for personal use of the Company’s driver services, employee discounts (available to all employees) on purchase of company products, personal executive protection services, personal IT support and personal umbrella liability insurance coverage. Mr. Perez reimbursed the Company for the expenses the Company paid for he and his guests to attend an event which the Company sponsored for promotional purposes.
  		(c)		For Mr. Sklarsky, this amount is for Company paid expenses to attend an event which the Company sponsored for promotional purposes and personal umbrella liability insurance coverage.
  		(d)		For Mr. Faraci, this amount is for Company paid expenses for Mr. and Mrs. Faraci to attend an event which the Company sponsored for promotional purposes, personal use of the Company’s driver services, personal executive protection services, and personal umbrella liability insurance coverage.
  		(e)		For Ms. Hellyar, this amount is for Company paid expenses for Ms. Hellyar and her guests to attend an event which the Company sponsored for promotional purposes and for personal umbrella liability insurance coverage.
  		(f)		For Mr. Berman, this amount is for personal use of the Company’s driver services, photographic equipment and personal umbrella liability insurance coverage.
  		(g)		For Mr. Langley, this amount is for personal use of the Company’s driver services, relocation expenses of $98,455, commercial airfare for personal trips for Mr. and Mrs. Langley, personal umbrella liability insurance coverage and a severance payment of $810,000.
  (7)		Represents a discretionary performance bonus received for 2006, granted by the Compensation Committee on February 27, 2007. One-half of the discretionary bonus was paid in cash, which is reported in this column. The remainder of the bonus was paid in shares of restricted stock each with a grant date fair value of $24.24 based on the closing market price of our shares of common stock on the date of grant. One-third of these shares will vest on each of the first three anniversaries of the grant date.
  (8)		Represents the total compensation cost recognition by the Company for all stock awards held by Mr. Perez for 2006. The compensation cost recognized by the Company attributable to Mr. Perez’s stock awards reported in our 2006 proxy statement did not include any expense recognized for restricted stock units and was incorrectly reported as $1,299,982. As a result of this correction, the total compensation reported for Mr. Perez for 2006 increased from $8,374,300 to $8,776,110.
  (9)		Mr. Sklarsky was hired by the Company in October 2006.

  
  

  52^(b) The primary actuarial assumption changes used to calculate Pension Values were an increase in the discount rate as well as an increase in the lump sum interest rate. As a result of the freeze of post-petition non-qualified benefits upon the Company’s emergence from bankruptcy on September 3, 2013, the accrued benefit for each eligible individual was calculated as of the emergence date and payable as a lump sum; however, this lump sum is not adjusted for interest due to deferral of payment, producing a lower present value for individuals with an assumed deferred payment. Because Mr. Perez is beyond age 65, his benefits are payable as a lump sum; the change in discount rate and the non-qualified benefit freeze therefore have no impact on his value for 2013. His Pension Value increased from 2012 to 2013 primarily due to additional pay and service earned on his post-petition non-qualified benefits. The Pension Values for Ms. Quatela and Dr. Edwards are driven primarily by their respective cash balance accrual under KRIP for a full year of service in 2013 and under KURIP for service through the emergence date, offset by a decrease in present value due to the loss of previously assumed future interest credits on their frozen KURIP benefits. Mr. Kruchten had a negative Pension Value of ($37,092) for 2013 due to the increase in discount rate and lump sum rate, which more than offset his accruals under KRIP and KURIP due to additional pay and service. Mr. Sheller had a negative Pension Value of ($710,976) for 2013 which was driven by a decrease in his assumed final average pay due to his frozen KURIP benefit and an increase in the discount rate and the lump sum rate, the combination of which more than offset his normal accruals under KRIP and KURIP.

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  ⁽⁶⁾ The table below shows the components of the All Other Compensation column for 2013:

  	401(K)
  Name	Match				Other(a)			Total
  A.M. Perez		$	0			$9,143			$9,143
  R.A. Roof			N/A			N/A			N/A
  B. W. Kruchten			-			0			0
  D.J. Edwards			7,548			0			7,548
  P.M. Sheller			-			0			0
  L.G. Quatela			7,350			0			7,350

  
  

  (10)		Represents a discretionary bonus received for 2006 pursuant to the terms of Mr. Sklarsky's offer letter dated September 19, 2006.
  (11)		Mr. Langley’s employment with the Company terminated on March 14, 2008.
  (12)		Includes a severance payment of $810,000 in connection with the termination of Mr. Langley’s employment with the Company.
  (13)		Mr. Langley’s amount for 2007 included $212,250 paid under his individual bonus plan and $573,500 paid under EXCEL.
  (14)		Includes a $25,000 payment, a portion of a sign-on bonus, per Mr. Langley's August 2003 agreement, and a discretionary performance bonus received for 2006, granted by the Compensation Committee on February 27, 2007. One-half of the discretionary bonus was paid in cash, which is reported in this column. The remainder of the bonus was paid in shares of restricted stock, each with a grant date fair value of $24.24 based on the closing market price of our common stock on the grant date. One-third of these shares will vest on each of the first three anniversaries of the grant date. The number of restricted shares awarded is shown in the Grants of Plan-Based Awards in the Company’s 2008 Proxy Statement.

  ^(a)Mr. Perez’s Other compensation includes $4,301 for his home security system and $4,842 for personal IT support. While Mr. Perez’s individual arrangement dated March 3, 2003, as amended, provided for an annual reimbursement of up to $7,000 for the cost of financial planning services, no reimbursement was made as a result of the termination of the letter agreement and settlement of all entitlements thereunder following the Company’s emergence from bankruptcy.

  
  
  
  

  EMPLOYMENT AND RETENTION ARRANGEMENTS

  The material terms of eachemployment and retention arrangements that Named Executive Officer’s employment or retention arrangementsOfficers have with the Company are described below. The levels of salary, annual variable incentive compensation and long-term equity-based incentive compensation, as well as the material considerations that the Compensation Committee takes into account in establishing thosetarget levels for each of these elements, are described in the Compensation Discussion and Analysis on page 34Analysis.

  Each Named Executive Officer except Ms. Roof has an individual employment arrangement with the Company as a result of this Proxy Statement.the management agreements that were approved as part of the Company’s emergence from Chapter 11 proceedings.

  Antonio M. Perez
  

  The CompanyKodak employed Mr. Perez as President and COOChief Operating Officer under a letter agreement dated March 3, 2003. OnThis agreement was subsequently amended on February 27, 2007, December 9, 2008, April 29, 2009 and September 28, 2009. In addition, by letter dated May 10, 2005, in connection withthe Board elected Mr. Perez’s electionPerez as Chief Executive Officer, effective immediately, and Chairman of the Board, effective December 31, 2005. Upon the Compensation Committee modifiedCompany’s emergence from bankruptcy, this letter agreement, as amended, was terminated and all entitlements thereunder were settled in accordance with the compensation-related termsunsecured claims process in the bankruptcy, consistent with the treatment of his employment. In addition to the compensation described elsewhere in this Proxy Statement,other general unsecured creditors.

  The Company entered into a new letter agreement with Mr. Perez iseffective September 3, 2013, with a scheduled term ending September 3, 2014. Under this letter agreement, Mr. Perez was eligible to receive afor the following in 2013:

  • An annual base salary of $1.1$1.155 million;
    
  • Participation in the Company’s EXCEL Plan;
    
  • An emergence equity grant in the form of RSUs, which vest one-third on the grant date, on the anniversary of the grant date andupon achievement of performance metrics if and as certified by the Committee;
    
  • A performance based payment in an amount up to $2 million andbased upon the achievement of certain metrics to be completed bythe end of 2014;
    
  • A payment of $1 million in each of the two years following termination from employment, in consideration of a target award under the EXCEL plan of 155% of his base salary.non-competeagreement by Mr. Perez is eligible to participate in all incentive compensation, retirement, supplemental retirementPerez; and deferred compensation
    
  • All benefit plans, policies and arrangements that are provided to other senior executivesemployees generally.

  Brad W. Kruchten
  The Company entered into a letter agreement with Mr. Kruchten effective September 3, 2013, recognizing his position as President, Graphics, Entertainment and Commercial Film. The scheduled term of the Company.

  Mr. Kruchten’s agreement runs to September 3, 2016. Under his March 3, 2003this letter agreement, Mr. Perez is alsoKruchten was eligible to receive a supplemental unfunded retirement benefit, which is described on page 65for the following in 2013:

  • An annual base salary of this Proxy Statement. Mr. Perez’s letter agreement was amended by a letter agreement dated February 27, 2007 to provide that this supplemental retirement benefit will vest when he turns age 65, consistent with$465,000 (effective September 4, 2013);
    
  • Participation in the Company’s mandatory retirement policy for our corporate officers. This February 27, 2007 letter agreement also provides lump sum payment of his supplemental retirement benefit following the six-month anniversary of his termination. Mr. Perez’s letter agreement was further amended by a letter agreement dated December 9, 2008 to specify how his surviving spouse’s pre-retirement survivor benefits related to his supplemental unfunded retirement benefit will be calculated, clarify what persons qualify as survivors,EXCEL Plan and provide for payment of pre-retirement survivor benefitsannual long-term incentive program;
    
  • An emergence equity grant in the form of a lump sum. With respect toRSUs, which vest in one-third increments on the calculationfirst, second and third anniversaries of his surviving spouse’s pre-retirement survivor benefits, Section 409A of the Code triggers immediate taxation on Mr. Perez’s deferred compensation if his surviving spouse has control over which of two formulas would be used for this calculation. To avoid this tax implication, the December 9, 2008 letter agreement requires the surviving spouse’s pre-retirement survivor benefits to be the greater of the benefits calculated using either formula. With regard to the definition of survivor, the December 9, 2008 letter agreement clarifies that the only persons who qualify as survivors include Mr. Perez’s surviving spouse or domestic partner and, if none, his surviving child(ren) under age 19. This definition was added because both his March 3, 2003 and February 27, 2007 letter agreements did not specify the intended meaning of the term survivor. With regard to the lump sum payment of pre-retirement survivor benefits, the December 9, 2008 letter agreement provides for a form of payment because one was not specified in Mr. Perez’s March 3, 2003 and February 27, 2007 letter agreements. A lump sum form of payment was selected because it is consistent with the form of payment provided for Mr. Perez’s supplemental unfunded retirementgrant date;
    
  • All benefit under his February 27, 2007 letter agreement.

    The term of Mr. Perez’s employment is indefinite but, according to his March 3, 2003 letter agreement, as amended by his December 9, 2008 letter agreement, he will be eligible to receive certain severance benefits in connection with termination of his employment under various circumstances. For information regarding his potential severance payments and benefits, please read the narrative descriptions and tables beginning on page 69 of this Proxy Statement.

    Frank S. Sklarsky

    The Company employed Mr. Sklarsky as Chief Financial Officer under a letter agreement dated September 19, 2006. In addition to the compensation described elsewhere in this Proxy Statement, his letter agreement provides that Mr. Sklarsky is eligible to receive a base salary of $600,000 and a target award under the EXCEL plan of 75% of his base salary. He is also eligible under his letter agreement to participate in the annual Corporate Officer stock option program with a target value of approximately $800,000 and the annual Leadership Stock Program with a target value of approximately $800,000. The letter agreement was amended by a letter agreement dated September 26, 2006 to provide that Mr. Sklarsky was eligible to receive a cash award equal to $75,000, less any amount actually received under the EXCEL plan for the 2006 performance period. Mr. Sklarsky is eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided to other senior executives of the Company.

    53

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    In addition, Mr. Sklarsky’s letter agreements provide that he is eligible to receive a supplemental retirement benefit, which is described under the Pension Benefits Table on page 63 of this Proxy Statement.

    The term of Mr. Sklarsky’s employment is indefinite but, according to his September 19, 2006 letter agreement, he will be eligible to receive certainemployees generally; and
    

  • Certain severance benefits as described in connection with termination of his employment under various circumstances. For information regarding his potential severance payments and benefits, please read the narrative descriptions and tables beginning on page 69 of this Proxy Statement.
    section entitled Individual Severance Arrangements.

  PhilipDouglas J. FaraciEdwards
  

  The Company employed Mr. Faraci underentered into a letter agreement dated Novemberwith Dr. Edwards effective September 3, 2004. In addition2013, recognizing his position as President, Digital Printing and Enterprise. The scheduled term of Dr. Edward’s agreement runs to September 3, 2016. Under this letter agreement, Dr. Edwards was eligible for the information provided elsewherefollowing in this Proxy Statement, Mr. Faraci initially received a2013:

  • An annual base salary of $520,000$450,000 (effective September 4, 2013);
    
  • Participation in the Company’s EXCEL Plan and a target award underannual long-term incentive program;
    
  • An emergence equity grant in the EXCEL planform of 62%RSUs, which vest in one-third increments on the first, second and third anniversaries of his base salary. Mr. Faraci is eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensationthe grant date;
    
  • All benefit plans, policies and arrangements that are provided to other senior executives of the Company. Mr. Faraci’s letter agreement also provides him with a supplemental retirement benefit,employees generally; and
    
  • Certain severance benefits as described on page 65 of this Proxy Statement.

    Mr. Faraci’s letter agreement was amended by a letter agreement dated February 28, 2007 to provide for lump-sum payment of his supplemental retirement benefits followingin the six-month anniversary of his termination.

    In connection with his promotion to co-lead the Chief Operating Office with Mr. Langley in March 2007, Mr. Faraci’s base salary was increased from $520,000 to $600,000 and his target EXCEL from 62% to 75% of his base salary. In September 2007, Mr. Faraci was promoted to President and Chief Operating Officer and his base salary was increased to $700,000 and his target award under the EXCEL plan was increased to 85% of his base salary.

    The term of Mr. Faraci’s employment is indefinite but, according to his November 3, 2004 letter agreement, as amended by his December 9, 2008 letter agreement, he will be eligible for certain severance benefits in connection with termination of his employment under various circumstances. For information regarding his potential severance payments and benefits in connection with termination of his employment under various circumstances, please read the narrative descriptions and tables beginning on page 69 of this Proxy Statement.

    section entitled Individual Severance Arrangements.
  
  
  
  

  Mary Jane HellyarPatrick M. Sheller
  

  The Company and Ms. Hellyar entered into a letter agreement dated August 18, 2006 to provide her with a restricted stock grant of 15,000 shares for retention purposes.

  Mr. Sheller effective September 3, 2013, recognizing his position as General Counsel, Secretary, and Chief Administrative Officer. The scheduled term of Ms. Hellyar’s employment is indefinite but, accordingMr. Sheller’s agreement runs to her August 18, 2006September 3, 2016. Under this letter agreement, she will also beMr. Sheller was eligible for certainthe following in 2013:

  • An annual base salary of $401,500 (effective September 4, 2013);
    
  • Participation in the Company’s EXCEL and annual long-term incentive program;
    
  • An emergence equity grant in the form of RSUs, which vest in one-third increments on the first, second and third anniversaries ofthe grant date;
    
  • All benefit plans, policies and arrangements that are provided to employees generally; and
    
  • Certain severance benefits as described in connection with termination of her employment under various circumstances. For information regarding her potential severance payments and benefits in connection with termination of her employment under various circumstances, please read the narrative descriptions and tables beginning on page 69 of this Proxy Statement.

    On October 16, 2007, Ms. Hellyar was granted 20,000 stock options upon her election to Executive Vice President. There was no other change to her compensation associated with this election.

    section entitled Individual Severance Arrangements.

  Robert L. BermanLaura G. Quatela
  

  Mr. Berman does not haveThe Company entered into a letter agreement concerning his employment or retention.with Ms. Quatela effective September 3, 2013, recognizing her position as President, Eastman Kodak Company. Under this letter agreement, Ms. Quatela was eligible for the following in 2013:

  • Former Executive: James T. Langley

    Mr. Langley’s last dayAn annual base salary of employment with$465,000;
    

  • Participation in the Company was March 14, 2008. In connection with Mr. Langley’s planned separation from service with the Company, Mr. Langley received certain severance paymentsCompany’s EXCEL Plan;
    
  • A special transition incentive plan; and other benefits under the terms of his August 12, 2003
    
  • All benefit plans, policies and February 28, 2007 letter agreements and the terms of his leaving arrangement approved by the Compensation Committee on September 21, 2007. These payments and benefitsarrangements that are described on pages 65 and 71 of this Proxy Statement.

    54

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    provided to employees generally.
  
  
  
  

  GRANTS OF PLAN-BASED AWARDS IN 2008TABLE

  The compensation plans under which the grants were made in 2008 that are shownincluded in the following table includeis our annual variable pay plan (EXCEL) and the Company’s annual bonus plan (EXCEL), the 2005equity granted under our 2013 Omnibus Long-Term CompensationIncentive Plan, which provides forpursuant to the grant of stock options, restricted stock grants and performance stock units, and any individual non-equity incentive bonus plan in which a Named Executive Officer participated.

  			Estimated Future Payouts Under				Estimated Future Payouts					Exercise	Grant Date
  			Non-Equity Incentive Plan Awards				Under Equity Incentive			All Other		or Base	Fair Value
  			(1)				Plan Awards(2)			Stock	All Other	Price of	of Stock &
  			Thresh-				Thresh-			Awards	Option	Option	Option
  	Award	Grant	old	Target		Max.	old	Target	Max.	Or Units	Awards	Awards	Awards
  Name	Description	Date	($)	($)		($)(3)	(#)	(#)	(#)	(#)	(#)	($)	($)(4)
  A.M.	EXCEL	2/26/08	—	$1,705,000		$5,000,000
  Perez	2008 LS	1/1/08					—	106,140	212,280				$2,321,282
  	Option Grant	12/9/08									751,540	$7.41	683,901
  F.S.	EXCEL	2/26/08	—	450,000		3,000,000
  Sklarsky	2008 LS	1/1/08					—	29,350	58,700				641,885
  	Option Grant	12/9/08									207,800	7.41	189,098
  P.J. Faraci	EXCEL	2/26/08	—	595,000		3,500,000
  	2008 LS	1/1/08					—	34,850	69,700				762,170
  	2007 EXCEL(5)	3/27/08								30,322			538,822
  	Option Grant	12/9/08									246,750	7.41	224,543
  M.J.	EXCEL	2/26/08	—	313,600	(6)	2,450,000
  Hellyar	2008 LS	1/1/08					—	18,670	37,340				408,313
  	2007 EXCEL(5)	3/27/08								18,806			334,183
  	Option Grant	12/9/08									132,200	7.41	120,302
  R.L.	EXCEL	2/26/08	—	246,400	(6)	1,925,000
  Berman	2008 LS	1/1/08					—	14,230	28,460				311,210
  	Option Grant	12/9/08									100,740	7.41	91,673
  Former Executive
  J.T.	EXCEL	2/26/08	—	—		—
  Langley(7)	2008 LS	1/1/08					—	—	—				—
  	Option Grant	12/9/08								—	—	—	—

  
  

  (1)		The amounts shown for the "Threshold", "Target" and "Maximum" levels represent the possible payouts for 2008 under the EXCEL plan. There is no amount in the "threshold" level for either the EXCEL plan or the individual bonus plan as the potential payouts can range from zero to the maximum amount allowable under the respective plan based on performance. Due to Company results, the actual payout under the EXCEL plan for 2008 was $0.
  (2)		The amounts shown represent the "threshold", "target" and "maximum" number of shares of common stock that Named Executive Officers can earn under the 2008 Leadership Stock (LS) performance cycle. There is no amount in the "threshold" level as participants can earn any amount between zero and the maximum award payable, depending on performance. Due to Company results, there were no shares of common stock earned under the 2008 LS performance cycle.
  (3)		The maximum amounts for the EXCEL plan represent the maximum payout permitted under the plan in accordance with the formula established under the plan. The maximum bonus payout for the EXCEL plan is the lesser of: 1) 10% of the corporate funding pool determined in accordance with performance against pre-established performance targets; 2) 500% of a Named Executive Officer's annual base salary as of December 31, 2007; or 3) $5 million. The maximum amount shown for the EXCEL plan is the lesser of 500% of annual base salary or $5 million since the amount representing 10% of the corporate funding pool is not determinable as of the beginning of the year.
  (4)		The amounts shown represent the full grant date fair value, as calculated in accordance with SFAS 123R.
  (5)		In accordance with EXCEL and our share ownership program, Mr. Faraci and Ms. Hellyar received the above-target portion of their EXCEL bonus for 2007 in the form of fully-vested shares of common stock, which were awarded on March 27, 2008. The entire EXCEL bonus paid to Mr. Faraci and Ms. Hellyar was included in the Non-Equity Incentive Compensation Column in the Summary Compensation Table for 2007.

  55

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  (6)		Ms. Hellyar and Mr. Berman had two target bonus percentages during fiscal 2008; in accordance with Company policy, the target bonus shown in the table above represents Ms. Hellyar's and Mr. Berman’s end-of-year salary multiplied by the weighted-average target bonus percentage during fiscal 2008.
  (7)		Mr. Langley was not eligible for an EXCEL bonus for 2008 and did not receive long-term incentive awards due to his termination with the Company on March 14, 2008.

  EXCEL Plan

  EXCEL (Executive Compensation for Excellence and Leadership) is our short-term variable incentive plan for executives. For a discussionterms of the EXCEL plan, target allocations forSeptember 2013 employment agreements of our Named Executive OfficersOfficers.

  			Estimated Future Payouts Under
  			Non-Equity Incentive Plan
  			Awards(1)
  	Award	Grant	Target			Max.	All Other stock	Grant Date Fair Value
  Name	Description	Date	($)			($)(2)	Awards or Units (#)	of Stock Awards ($)(3)
  A.M. Perez	EXCEL	—		$1,790,250		$5,000,000
  	2013 RSU	9/3/13					159,129	$2,245,310
  	Special
  	Incentive Award	—		2,000,000	(4)	2,000,000
  R.A. Roof(5)	NONE	N/A		N/A		N/A	N/A	N/A
  B.W. Kruchten	EXCEL	—		348,750		1,758,500
  	2013 RSU	9/3/13					27,702	390,875
  D.J. Edwards	EXCEL	—		337,500		1,764,000
  	2013 RSU	9/3/13					27,262	384,667
  P.M. Sheller	EXCEL	—		260,975		1,700,000
  	2013 RSU	9/3/13					21,232	299,584
  L.G. Quatela	EXCEL	—		348,750
  	Special
  	Incentive Plan	—		813,750		813,750	—	—

  ⁽¹⁾ The amounts shown for the "target" and performance"maximum" levels represent the possible payouts for 2013 under EXCEL. There is no "threshold" level for EXCEL as the potential payouts can range from zero to the maximum amount allowable under the plan based on performance.

  ⁽²⁾ The maximum amounts for 2008, seeEXCEL represent the discussionmaximum payout permitted under the EXCEL Plan in accordance with the formula established under the Plan. The maximum EXCEL payout for Covered Employees is the lesser of: (i) 10% of the corporate funding pool determined in accordance with performance against pre-established performance targets; (ii) 500% of a Covered Employee's annual base salary as of December 31, 2012; or (iii) $5 million. The maximum amount shown for EXCEL is the lesser of 500% of annual base salary or $5 million since the amount representing 10% of the corporate funding pool is not determinable as of the beginning of the year.

  ⁽³⁾The amounts shown represent the grant date fair value of $14.11, which is based on the assumptions used at emergence from bankruptcy in determining the fair value of our common stock as disclosed in Note 3 to the Company’s audited financial statements for fiscal year ended December 31, 2013 included in the “Compensation Discussion and Analysis” underCompany’s Annual Report on Form 10-K filed with the heading “Annual Variable Pay.”SEC on March 19, 2014. The actual number of RSUs granted was based on an initial emergence stock price of $11.94 as determined as part of the Plan of Reorganization.

  In 2008,⁽⁴⁾ Under his management agreement, Mr. Perez is eligible for a special incentive award in an amount up to $2 million provided that he satisfies certain performance metrics as determined by the Compensation Committee selected Net Cash Generation and Combined Consumer Digital Imaging Group (CDG) and Graphics Communication Group (GCG) Year-Over-Year Percent Revenue Growth asCommittee.

  ⁽⁵⁾ Ms. Roof is not eligible for participation in the two primary metrics for EXCEL each of which was equally weighted. The definitions of both metrics, which are non-GAAP financial measures, are as follows:Plan or any other plan-based awards.

  36

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  Equally WeightedEXCEL: Definitions of Metrics
  Metric	Definition
  Adjusted EBITDA as defined by the applicable financing arrangement	For any period, Consolidated Net Cash Generation		Income for such period, plus without duplication and to theextent deducted in determining Consolidated Net cash flow providedIncome, the sum of: (a) interest expense forsuch period, (b) income tax expense for such period, (c) depreciation expense for such period,(d) amortization expense (including with respect to intangibles) for such period, (e) deferredfinancing fees (and any write-offs thereof) for such period, (f) (i) any extraordinary expenses orlosses during such period and (ii) any nonrecurring expenses or losses during such period notto exceed for purposes of sub-clause (ii) (x) the lesser of $3,000,000 and 2.00% of AdjustedEBITDA (without giving effect to this clause (f)) multiplied by operating activities from continuing operations excluding:
  		Cash flow from(y) a fraction equal to the operating results of acquisitions or new strategic alliances having an annualized revenue of greater than $100 million Share issuance, share repurchases Debt actions Cash consideration paid for acquisitions or new strategic alliances alongnumberof calendar months then elapsed (beginning with the associated dealmonth ended January 31, 2013) divided byeight (8), (g) any loss or expense from discontinued operations or discontinued business linesand loss or expense on disposal of discontinued operations or discontinued business linesduring such period, (h) any non-cash charges or expenses, including, in respect of (A) any pre-petition obligations, liabilities or claims or (B) asset write-offs or write-downs; provided, that tothe extent any such non-cash charges represent an accrual or reserve for potential cash itemsin any future period, any cash payment made in respect thereof in a future period shall besubtracted from Adjusted EBITDA for such future period to such extent, (i) pension, equityawards, other post-employment benefits expense during such period and integration costs Investments in unconsolidated entities Movements or transfersany non-cashcompensation expense realized during such period from grants of case to marketable securitiesstock appreciation rights orsimilar rights, stock options or other interest-bearing investmentsrights to directors, officers or accounts (e.g. VEBA)
  		Including:
  		employees, (j) any non-cashloss on foreign exchange during such period, (k) fees, costs and expenses (including (i) fees,costs and expenses related to legal, financial and other advisors, auditors and accountants, (ii)printer costs and expenses, (iii) SEC and other filing fees and (iv) underwriting, arrangement,syndication, backstop and placement premiums, discounts, fees, charges and expenses)incurred during such period in connection with the Cases, obtaining confirmation andeffectiveness of a Reorganization Plan, negotiation and funding of this Agreement and the otherLoad Document and, in each case, any transaction (including any financing or disposition) orlitigation related thereto, in each case, regardless of whether initially incurred by the Companyor paid by the Company to reimburse others for such fees, costs and expenses, (l) any non-cash loss relating to Hedge Agreements permitted under this Agreement (including any non-cash ASC 815 loss) during such period, (m) corporate restructuring charges (includingretention, severance, contract termination costs, plant closure or consolidation costs, employeerelocation and business optimization expenses) incurred during such period, and (n) any cashexpenses or losses funded during such period with payments from assets of the KodakRetirement Income Plan as in effect on the Petition Date. Minus, without duplication and to theextent included determining Consolidated Net cash flow generated byIncome: (i) interest income for such period, (ii)revenues from IP licensing transactions effected in connection with IP Settlement Agreementsduring such period, (iii) pension and other post-employment benefits income and credit duringsuch period, (iv) any non-cash gains on foreign exchange during such period, (v) anyextraordinary income or gains or non-recurring income during such period, (vi) any non-cashgain relating to Hedge Agreements permitted under this Agreement (including any non-cashASC 815 gain for such period, (vii) any income or gain from discontinued operations ordiscontinued business divestedlines and any income or gain on disposal of discontinued operations ordiscontinued business lines in each case for such period, and (viii) any other non-cash income(other than the accrual of revenue in the year, throughordinary course of business) for such period excludingany non-cash gain to the dateextent it represents the reversal of divestiture Proceeds from asset sales, agreements, settlements and divestitures Dividend payments Capital expenditures Restructuring/rationalization payments an accrual or reserve for a potential cash item that reduced Adjusted EBITDA in any prior period.
  Combined CDG and GCG year-over-year    percent revenue growthPerformance Gates		The percent change in total combined segment net revenue, Compliance with financial covenants within the applicable financing arrangements, which included Minimum Consolidated Adjusted EBITDA of $171.5M (January through September2013 assuming no consummation of DI/PI sale transaction during the period), and Minimum USLiquidity of $100M as reported,of the close of business on any day respectively. Adjusted EBITDA (as defined by the applicable financing arrangements) of $228.3M (85% of target ACP Adjusted EBITDA of $268.6M) for fiscal year 2013, as adjusted for the full 2008 yeartiming of CDG and GCG versus full year 2007 (as recast for changes in product structure).the sale of DI/PI.

  
  

  In establishing the 2008 EXCEL performance matrix using these two performance metrics (as discussed on page 40 of this Proxy Statement), results between the goals shown in the performance matrix were interpolated to derive a percentage, except, however, that the revenue growth curve accelerated after 8.5% (the midpoint of the communicated guidance), and the net cash generation curve was flatter within the range of guidance and accelerated equally both positively and negatively for performance outside the range. Due to Company results in 2008, our Named Executive Officers did not earn an EXCEL award for 2008.37

  2008 Leadership Stock

  ---

  On December 11, 2007, the Compensation Committee approved a performance stock allocation to each Named Executive Officer pursuant to the 2008 performance cycle of the Leadership Stock Program. The allocations became effective on January 1, 2008.Leadership Stock may be earned by our executives at the end of a performance cycle if the Company achieves the performance threshold established for the performance cycle. The actual number of stock units earned by an executive is based on the executive’s target allocation multiplied by the applicable performance percentage based on the Company’s performance. Any unearned units are forfeited at the end of the performance period. The performance metric established for the 2008 performance cycle is discussed in the “Compensation Discussion and Analysis” under the heading “Leadership Stock – 2008 Performance Cycle Awards.” The specific metric definition, which is a non-GAPP financial measure, is:

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  Metric		Definition
  Total Segment Earnings from Operations   (EFO)		Total earnings of all the Company’s segments included within earnings from continuing operations before:
  		Restructuring/rationalization Interest Other income and charges Income tax
  		Excluding:
  		EFO impact of acquisitions and new strategic alliances having an annualized revenue of greater than $100 million, along with associated deal and integrations costs.

  
  

  For the 2008 Leadership Stock performance cycle, the payment of any stock units earned under the program for the 2008 performance cycle is delayed for two years contingent on the executive’s continued employment with the Company. During this two-year vesting period, dividend equivalents accrue on the stock units, but payment of the dividends is also subject to this two-year vesting period. At the end of the two-year period, the stock units and the dividend equivalents earned on these stock units are paid to the executive in the form of shares of Company common stock. All shares earned under the Leadership Stock program are granted under the Company’s 2005 Omnibus Long-Term Compensation Plan. Due to Company results, there were no shares of common stock earned under the 2008 Leadership Stock performance cycle.

  2008 Option Grants

  On December 9, 2008, the Compensation Committee approved a non-qualified stock option grant for each Named Executive Officer. Stock options granted in 2008 have a seven-year term and vest in three substantially equal annual installments beginning on the first anniversary of the grant date. Upon termination of employment, all unvested stock options will be forfeited, except in certain cases. If a Named Executive Officer’s employment is terminated as a result of death, disability, transfer or divestiture (as defined in the plan), all unvested stock options will fully vest and will expire on the third anniversary date of the Named Executive Officer’s termination of employment. If a Named Executive Officer’s employment is terminated as a result of retirement, layoff, pursuant to a special separation program or for an approved reason, any unvested stock options will continue to vest and will expire three years after termination of employment. The exercise price of the stock options granted to the Named Executive Officers on December 9, 2008 is $7.41, the mean between the high and low price at which the Kodak shares traded on the NYSE on the grant date. All options are granted under the Company’s 2005 Omnibus Long-Term Compensation Plan.

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  OUTSTANDING EQUITY AWARDS AT 20082013 FISCAL YEAR-END TABLE⁽¹⁾

  The following table sets forth additional information concerning option awards and stock awards held by Named Executive Officers as of December 31, 2008, including awards2013. Upon emergence from bankruptcy on September 3, 2013, all previously issued equity was expunged.

  	Number of Shares or Units of			Market Value of Shares or Units
  	Stock Held that Have Not Vested(2)			of Stock that Have Not Vested(3)
  Name		(#)		($)
  A.M. Perez		106,086			$3,682,245
  R.A. Roof		N/A			N/A
  B.W. Kruchten		27,702			961,536
  D.J. Edwards		27,262			946,264
  P.M. Sheller		21,232			736,963
  Former Executives
  L.G. Quatela		—			—

  
  

  ⁽¹⁾This table includes only those grants outstanding as of December 31, 2013.

  ⁽²⁾This column represents outstanding grants of RSUs held by our Named Executive Officers. RSUs granted during 2008to Messrs. Kruchten and describedSheller and Dr. Edwards as part of the emergence grant under their management agreements will vest in substantially equal installments on the Grantsfirst, second and third anniversaries of Plan-Based Awards Table.the grant date. RSUs granted to Mr. Perez under his management agreement vest in substantially equal installments on the grant date and the first anniversary thereof and upon the achievement of performance metrics defined by the Committee.

  	Option Awards					Stock Awards
  										Equity
  									Equity	Incentive
  									Incentive	Plan Awards:
  									Plan Awards:	Market or
  									Number of	Payout Value
  						Number of	Market Value		Unearned	of Unearned
  	Number of	Number of				Shares or	of Shares or		Shares, Units	Shares, Units
  	Securities	Securities				Units of	Units of		or Other	or Other
  	Underlying	Underlying		Option		Stock Held	Stock that		Rights that	Rights that
  	Unexercised	Unexercised		Exercise	Option	that Have Not	Have Not		Have Not	Have Not
  	Options (#)	Options (#)		Price	Expiration	Vested(2)	Vested(3)		Vested(4)	Vested
  Name	Exercisable	Unexercisable		($)	Date	(#)	($)		(#)	($)
  A.M. Perez	500,000	0		$30.96	4/1/2013
  	51,500	0		24.49	11/18/2010
  	90,130	0		31.71	12/9/2011
  	300,000	0		26.47	5/31/2012
  	135,000	0		24.75	12/6/2012
  	209,666	104,864	(5)	25.88	12/11/2013
  	132,473	264,987	(6)	23.28	12/10/2014
  	0	751,540	(7)	7.41	12/8/2015
  						126,754	$834,041	(11)	0	$0
  F.S. Sklarsky	66,660	33,340	(5)	25.88	12/11/2013
  	36,626	73,264	(6)	23.28	12/10/2014
  	0	207,800	(7)	7.41	12/8/2015
  						49,723	327,177	(12)	0	0
  P.J. Faraci	32,800	0		32.50	12/5/2011
  	10,000	0		26.46	5/11/2012
  	52,500	0		26.47	5/31/2012
  	20,940	0		24.75	12/6/2012
  	16,666	8,334	(8)	25.01	1/31/2013
  	39,122	19,568	(5)	25.88	12/11/2013
  	43,492	86,998	(6)	23.28	12/10/2014
  	0	246,750	(7)	7.41	12/8/2015
  						23,101	152,005	(13)	0	0

  ⁽³⁾The market value of shares, units or other rights that have not vested was calculated using a stock price of $34.71, which was the closing price of the Company’s common stock as of December 31, 2013, the last trading day of the year.

  OPTION EXERCISES AND STOCK VESTED TABLE
  	Option Awards(1)		Stock Awards
  	Number of Shares
  	Acquired on	Value Realized	Number of Shares			Value Realized
  	Exercise	On Exercise	Acquired on Vesting			On Vesting(2)
  Name	(#)	($)	(#)			($)
  A.M. Perez	0	0		53,043			$748,437
  R.A. Roof	N/A	N/A		N/A			N/A
  B.W. Kruchten	0	0		0			0
  D.J. Edwards	0	0		0			0
  P.M. Sheller	0	0		0			0
  Former Executives
  L.G. Quatela	0	0		0			0

  
  

  58⁽¹⁾ All outstanding stock options were expunged upon emergence from bankruptcy.

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  	Option Awards					Stock Awards
  										Equity
  									Equity	Incentive
  									Incentive	Plan Awards:
  									Plan Awards:	Market or
  									Number of	Payout Value
  						Number of	Market Value		Unearned	of Unearned
  	Number of	Number of				Shares or	of Shares or		Shares, Units	Shares, Units
  	Securities	Securities				Units of	Units of		or Other	or Other
  	Underlying	Underlying		Option		Stock Held	Stock that		Rights that	Rights that
  	Unexercised	Unexercised		Exercise	Option	that HaveNot	Have Not		Have Not	Have Not
  	Options (#)	Options (#)		Price	Expiration	Vested(2)	Vested(3)		Vested(4)	Vested
  Name	Exercisable	Unexercisable		($)	Date	(#)	($)		(#)	($)
  M.J. Hellyar	273	0		31.30	3/11/2009
  	3,750	0		31.30	3/31/2009
  	2,000	0		31.30	5/2/2009
  	8,000	0		31.30	3/29/2010
  	6,333	0		31.30	1/11/2011
  	13,800	0		31.30	11/15/2011
  	16,830	0		36.66	11/21/2012
  	5,000	0		24.49	11/18/2010
  	5,000	0		31.71	12/9/2011
  	10,000	0		31.52	1/16/2012
  	50,000	0		26.47	5/31/2012
  	16,750	0		24.75	12/6/2012
  	39,122	19,568	(5)	25.88	12/11/2013
  	6,666	13,334	(9)	28.44	10/15/2014
  	23,304	46,616	(6)	23.28	12/10/2014
  	0	132,200	(7)	7.41	12/8/2015
  						32,892	216,429	(14)	0	0

  
  

  59

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  	Option Awards					Stock Awards
  										Equity
  									Equity	Incentive
  									Incentive	Plan Awards:
  									Plan Awards:	Market or
  									Number of	Payout Value
  							Market Value		Unearned	of Unearned
  	Number of	Number of				Number of	of Shares or		Shares, Units	Shares, Units
  	Securities	Securities				Shares or	Units of		or Other	or Other
  	Underlying	Underlying		Option		Units of Stock	Stock that		Rights that	Rights that
  	Unexercised	Unexercised		Exercise	Option	Held that Have	Have Not		Have Not	Have Not
  	Options (#)	Options (#)		Price	Expiration	Not Vested(2)	Vested(3)		Vested(4)	Vested
  Name	Exercisable	Unexercisable		($)	Date	(#)	($)		(#)	($)
  R.L. Berman	256	0		31.30	3/11/2009
  	13,300	0		31.30	11/15/2011
  	4,934	0		31.30	3/29/2010
  	2,751	0		31.30	3/31/2009
  	8,867	0		31.30	1/11/2011
  	5,000	0		31.30	8/25/2012
  	19,125	0		36.66	11/21/2012
  	5,810	0		24.49	11/18/2010
  	5,810	0		31.71	12/9/2011  ��
  	10,000	0		26.46	5/11/2012
  	32,083	0		26.47	5/31/2012
  	15,500	0		24.75	12/6/2012
  	29,384	14,696	(5)	25.88	12/11/2013
  	17,755	35,515	(6)	23.28	12/10/2014
  	0	100,740	(7)	7.41	12/8/2015
  						17,561	115,551	(15)	0	0
  Former Executive
  J.T.Langley(10)	13,400	0		24.49	11/18/2010
  	16,750	0		31.71	3/15/2011
  	62,500	0		26.47	3/15/2011
  	20,940	0		24.75	3/15/2011
  	39,122	19,568	(5)	25.88	3/15/2011
  						0	0		0	0

  
  

  60

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  (1)		This table includes only those grants outstanding as of December 31, 2008; stock options that expired prior to the end of fiscal 2008 are excluded from this table.
  (2)		This column represents outstanding grants of restricted stock and the earned 2007 Leadership Stock award (including dividend equivalents) held by our Named Executive Officers.
  (3)		The market value of shares, units or other rights that have not vested was calculated using a stock price of $6.58 (closing price of Kodak stock on December 31, 2008, the last trading day of the year).
  (4)		There are no unearned Leadership Stock awards outstanding as of December 31, 2008.
  (5)		These options were granted on December 12, 2006 and will vest in equal annual installments on the first three anniversaries of the grant date.
  (6)		These options were granted on December 11, 2007 and will vest in equal annual installments on the first three anniversaries of the grant date.
  (7)		These options were granted on December 9, 2008 and will vest in equal annual installments on the first three anniversaries of the grant date.
  (8)		These options were granted on February 1, 2006 and will vest in equal annual installments on the first three anniversaries of the grant date.
  (9)		These options were granted on October 16, 2007 and will vest in equal annual installments on the first three anniversaries of the grant date.
  (10)		Represents outstanding stock options for Mr. Langley: outstanding stock options continue to vest in accordance with their original vesting schedule for an involuntary termination with approved reason; all stock options must be exercised prior to the earlier of 1) the expiration date of original term of the stock option or 2) three years from Mr. Langley's termination date.
  (11)		Mr. Perez's unvested stock awards include: 1) the remaining 30,000 unvested shares of a restricted stock award granted on June 1, 2005, which will vest on June 1, 2010; 2) the remaining 18,992 unvested shares of a restricted stock award granted on February 27, 2007, which will vest in substantially equal installments on February 27, 2009 and February 27, 2010; and 3) 77,762 shares resulting from the 2007 Leadership Stock cycle which will vest on December 31, 2009 (includes unvested dividend equivalents).
  (12)		Mr. Sklarsky's unvested stock awards include: 1) the remaining 25,000 unvested shares of a restricted stock award granted on October 30, 2006, which will vest on October 30, 2010 and 2) 24,723 shares resulting from the 2007 Leadership Stock cycle which will vest on December 31, 2009 (includes unvested dividend equivalents).
  (13)		Mr. Faraci's unvested stock awards include: 1) the remaining 5,000 unvested shares of a restricted stock award granted on December 6, 2004, which will vest on December 6, 2009; 2) the remaining 3,592 unvested shares of a restricted stock award granted on February 27, 2007, which will vest in substantially equal installments on February 27, 2009 and February 27, 2010; and 3) 14,509 shares resulting from the 2007 Leadership Stock cycle which will vest on December 31, 2009 (includes unvested dividend equivalents).
  (14)		Ms. Hellyar’s unvested stock awards include: 1) a restricted stock award of 15,000 shares, granted on July 17, 2006, which will vest in substantially equal installments on July 17, 2009 and July 17, 2011; 2) the remaining 3,593 unvested shares of a restricted stock award granted on February 27, 2007, which will vest in substantially equal installments on February 27, 2009 and February 27, 2010; and 3) 14,299 shares resulting from the 2007 Leadership Stock cycle which will vest on December 31, 2009 (includes unvested dividend equivalents).
  (15)		Mr. Berman’s unvested stock awards include: 1) the remaining 6,667 shares of a restricted stock award granted on December 10, 2004, which will vest in substantially equal installments on December 10, 2009 and December 10, 2011 and 2) 10,894 shares resulting from the 2007 Leadership Stock cycle which will vest on December 31, 2009 (includes unvested dividend equivalents).

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  OPTION EXERCISES AND STOCK VESTED TABLE

  	Option Awards(1)			Stock Awards
  	Number of Shares	Value Realized		Number of Shares		Value Realized
  	Acquired on Exercise	On Exercise		Acquired on Vesting		On Vesting(2)
  Name	(#)	($)		(#)		($)
  A.M. Perez	0	$	0	119,732	(3)	$1,996,480
  F.S. Sklarsky	0		0	25,000		255,500
  P.J. Faraci	0		0	32,117	(4)	565,478
  M.J. Hellyar	0		0	20,602	(5)	363,045
  R.L. Berman	0		0	438	(6)	3,317
  Former Executive
  J.T. Langley	0		0	19,688	(7)	343,539

  
  

  (1)		None of the Named Executive Officers exercised stock options in 2008.
  (2)		(2)This column represents the value of vested restricted stock and restricted stock units during 2008 and, for Mr. Berman, the award of shares earned under the 2006-07 Leadership Stock cycle. All awards represented in this column were valued using a stock price equal to the closing price on the vesting date. This column also includes the value of dividends earned on vested and unvested restricted stock units, including deferred units disclosed in the Non-Qualified Deferred Compensation Table.
  (3)		The amounts reported for Mr. Perez include 5,237 shares with a value of $46,400 representing vested in-kind dividends earned and deferred on vested and unvested restricted stock units.
  (4)		The amounts reported for Mr. Faraci include the above-target portion of his 2007 EXCEL bonus that he received in unrestricted shares (30,322) on March 27, 2008 in accordance with our EXCEL and share ownership program.
  (5)		The amounts reported for Ms. Hellyar include the above-target portion of her 2007 EXCEL bonus that she received in unrestricted shares (18,806) on March 27, 2008 in accordance with our EXCEL and share ownership program.
  (6)		The amounts reported for Mr. Berman include 192 shares with a value of $1,698 representing vested in-kind dividends earned and deferred on vested restricted stock units.
  (7)		The amounts reported for Mr. Langley include the following awards which were subject to accelerated vesting in connection with Mr. Langley's termination of employment with approved reason from the Company on March 14, 2008 (the value at vesting is calculated using a stock price of $17.39, Kodak's closing stock price on March 14, 2008):

  • 3,453 unvested shares of a restricted stock awardunits that was grantedvested during 2013, based on February 27, 2007; and
    
  • 14,509 unvested shares resulting from the 2007 Leadership Stock award (includes dividend equivalents); these shareswill be paidclosing stock price on December 31, 2009.the vesting date.

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  PENSION BENEFITS FOR 20082013
  

  The Pension Benefits Table below shows the present value as of December 31, 20082013 of the accumulated benefits payable to each of our Named Executive Officers, including the number of years of service credited to each Named Executive Officer under KRIP, KURIP and, when applicable, their supplemental individual retirement arrangements. The methods and assumptions for calculating the present value of accumulated benefits generally follow those set forth in statement No. 87Accounting Standards Codification Topic 715 under GAAP and are consistent with those used in our financial statements as described in Note 17 to the Notes to the Consolidated Financial Statements to our Form 10-K, filed March 19, 2014. The assumptions used to calculate the present value of accumulated benefits for each Named Executive Officer are described below. Payment of benefits under KURIP and individual arrangements that accrued prior to the Chapter 11 filing were settled upon the Company’s Form 10-Kemergence from bankruptcy by means of an equity distribution in the approximate amount of 6% (pre-tax) of the value of the benefit; post-petition benefits under KURIP and individual arrangements were frozen upon the Company’s emergence from bankruptcy on September 3, 2013.

  
  
  
  

  PENSION BENEFITS TABLE
  									Release of Benefit Value
  		Number of Years			Present Value of				During
  		of Credited Service			Accumulated Benefit				Last Fiscal Year
  Name	Plan Name	(#)					($)		($)
  	KRIP		10.75			$	127,305			$	0
  	KURIP (pre-petition)		8.80				0				1,402,496
  	KURIP (post-petition)		1.62				167,768				0
  A.M. Perez(1)	Individual Arrangement (pre-petition)		26.13				0				16,170,882
  	Individual Arrangement (post-petition)		1.62				831,245				0
  R.A. Roof	N/A		N/A				N/A				N/A
  	KRIP		31.58				1,312,805				0
  B. W. Kruchten(2)	KURIP (pre-petition)		29.63				0				1,584,030
  	KURIP (post-petition)		1.62				66,074				0
  	KRIP		17.58				87,287				0
  D.J. Edwards(3)	KURIP (pre-petition)		15.63				0				112,230
  	KURIP (post-petition)		1.62				10,159				0
  	KRIP		20.58				704,234				0
  P.M. Sheller(4)	KURIP (pre-petition)		18.63				0				137,974
  	KURIP (post-petition)		1.62				73,251				0
  	KRIP		15.00				173,373				0
  L.G. Quatela(5)	KURIP (pre-petition)		13.05				0				89,188
  	KURIP (post-petition)		1.62				33,204				0

  
  

  ⁽¹⁾Mr. Perez has been employed with the Company for the year ended10.75 years as of December 31, 2008.2013. Under his individual letter agreement dated March 3, 2003, as amended, he accumulated 27.75 years, representing a difference of 17 years of additional service. This agreement was terminated upon the Company’s emergence from bankruptcy and all entitlements thereunder settled, resulting in a release of $16,170,882 in benefit value for his pre-petition benefit and a frozen post-petition benefit of $831,245. The released value was converted to a general unsecured claim in the bankruptcy and satisfied by means of an equity distribution of approximately 6% of the released value. The post-petition value is payable to Mr. Perez as a lump sum upon his termination of employment with the Company. Due to the termination of KURIP upon the Company’s emergence, Mr. Perez’s pre-petition KURIP benefit was also settled resulting in a release of $1,402,496 in benefit value (which was satisfied through an equity distribution of approximately 6% of the released value), and his post-petition KURIP benefit of $167,768 is payable to him as a lump sum upon his termination of employment with the Company.

  ⁽²⁾ The present value of Mr. Kruchten’s accumulated benefit assumes he will remain in service until age 60 and that his benefit is payable as a lump sum. Due to the termination of KURIP upon the Company’s emergence, Mr. Kruchten’s pre-petition KURIP benefit was settled upon the Company’s emergence from bankruptcy resulting in a release of $1,584,030 in benefit value, which was converted to a general unsecured claim and satisfied by means of an equity distribution of approximately 6% of the released value. Mr. Kruchten’s post-petition KURIP benefit of $66,074 is payable to him as a lump sum upon his termination of employment with the Company.

  ⁽³⁾ Dr. Edwards has been calculated for all Named Executive Officers,employed with the exceptionCompany for 17.58 years as of Ms. Hellyar and Mr. Berman, assuming theyDecember 31, 2013 which includes 7.08 years of service credit earned since his re-employment by the Company on December 26, 2005. The present value of Dr. Edwards’ accumulated benefit assumes he will remain in service until the normal retirement age of 65 and that thehis benefit is payable as a lump sum. Due to the termination of KURIP upon the Company’s emergence, Dr. Edwards’ pre-petition KURIP benefit was settled resulting in a release of $112,230 in benefit value, which was converted to a general unsecured claim and satisfied by means of an equity distribution of approximately 6% of the released value. Dr. Edwards’ post-petition KURIP benefit of $10,159 is payable to him as a lump sum upon his termination of employment with the Company.

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  ⁽⁴⁾ The present value of Mr. Sheller’s accumulated benefit assumes he will remain in service until age 62 and that his KRIP benefit is payable as a single life annuity. Due to the termination of KURIP upon the Company’s emergence, Mr. Sheller’s pre-petition KURIP benefit was settled resulting in a release of $137,974 in benefit value, which was converted to a general unsecured claim and satisfied by means of an equity distribution of approximately 6% of the released value. Mr. Sheller’s post-petition KURIP benefit of $73,251 is payable to him as a lump sum upon his termination of employment with the Company.

  ⁽⁵⁾The present value of Ms. Hellyar’s and Mr. Berman’sQuatela’s accumulated benefit assumedas of December 31, 2013 is calculated using an estimated payment date of February 11, 2014, her last day of employment with the Company, and assumes that her benefit is payable as a lump sum.Due to the termination of KURIP upon the Company’s emergence, Ms. Quatela’s pre-petition KURIP benefit commencement at age 60, when eachwas settled resulting in a release of them would be entitled$89,188 in benefit value, which was converted to retire without anya general unsecured claim and satisfied by means of an equity distribution of approximately 6% of the released value. Ms. Quatela’s post-petition KURIP benefit reduction, inof $33,204 is payable to her as a lump sum upon her termination of employment with the form of a straight life annuity.Company on February 11, 2014.

  		Number of Years		Present Value of			Payments During
  		of Credited Service		Accumulated Benefit			Last Fiscal Year
  Name	Plan Name	(#)		($)			($)
  A.M. Perez	KRIP	5.75		$	57,280		$	0
  	KURIP	5.75			918,494			0
  	Individual Arrangement	18.91	(1)		8,958,240			0
  F.S. Sklarsky	KRIP	2.17			16,192			0
  	KURIP	2.17			83,732			0
  	Individual Arrangement	2.17			142,263			0
  P.J. Faraci	KRIP	4.08			29,111			0
  	KURIP	4.08			136,823			0
  	Individual Arrangement	9.92	(2)		985,714			0
  M.J. Hellyar	KRIP	26.17			724,676			0
  	KURIP	26.17			1,811,009			0
  R.L. Berman	KRIP	26.67			530,616			0
  	KURIP	26.67			1,192,239			0
  Former Executive
  J.T. Langley	KRIP	N/A			N/A			51,034
  	KURIP	N/A			N/A			168,509
  	Individual Arrangement	N/A			N/A			500,013

  
  

  (1)		Mr. Perez has been employed with the Company for 5.75 years as of December 31, 2008. Under his individual arrangement, he has accumulated 18.91 years, representing a difference of 13.16 years of additional service. Of Mr. Perez’s total accumulated benefit shown above, $6,234,935 is attributable to his additional credited service as of December 31, 2008.
  (2)		Mr. Faraci has been employed with the Company for 4.08 years as of December 31, 2008. Under his individual arrangement, he has accumulated 9.92 years, representing a difference of 5.84 years of additional service. Of Mr. Faraci's total accumulated benefit shown above, $579,832 is attributable to his additional credited service as of December 31, 2008.

  Tax-Qualified Retirement Plan (KRIP)
  

  The Company funds a tax-qualified defined benefit pension plan known as the Kodak Retirement Income Plan (KRIP) for virtually all U.S. employees. Effective January 1, 2000, the Company amended the plan to include a cash balance component. KRIP’s cash balance component covers employees hired before March 1, 1999 who elected that coverage and all new employees hired on or after March 31,1, 1999, including Mr. Perez, Dr. Edwards, and Ms. Quatela. Messrs. Perez, Sklarsky, FaraciSheller and Langley. Ms. Hellyar and Mr. Berman are the only Named Executive Officers whoKruchten participate in KRIP’s traditional defined benefit component. Ms. Roof is not eligible for KRIP benefits.

  Due to the Company’s emergence from bankruptcy and the result of KRIP’s certified funding percentage for 2013, benefit payments in the form of a lump sum became available beginning September 3, 2013.

  Cash Balance Component
  

  Under KRIP’s cash balance component, a hypothetical account is established for each participating employee and, for every month the employee works, the employee’s account is credited with an amount equal to 4% of the employee’s monthly pay (i.e., base salary and EXCEL awards, including allowances in lieu of salary for authorized periods of absence, such as illness, vacation or holidays). In addition, the ongoing balance of the employee’s account earns interest at the 30-year Treasury bond rate. Employees vest in their account balance after completing three years of service. BenefitsVested benefits under the cash balance component are payable upon normal retirement (age 65), vested termination or death. Participants in the cash balance component of the plan may choose from among optionalvarious forms of benefits such as a lump sum, a joint and survivor annuity and a straight life annuity.

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  Traditional Defined Benefit Component
  

  Under the traditional defined benefit component of KRIP, benefits are based upon an employee’s average participating compensation (APC). The plan defines APC as one-third of the sum of the employee’s participating compensation for the highest consecutive 39 periods of earnings over the 10 years ending immediately prior to retirement or termination of employment. Participating compensation in the case of the Named Executive Officers, is base salary and any EXCEL award, including allowances in lieu of salary for authorized periods of absence, such as illness, vacation or holidays.

  For an employee with up to 35 years of accrued service, the annual normal retirement income benefit is calculated by multiplying the employee’s years of accrued service by the sum ofof: (a) 1.3% of APC, plus (b) 1.6% of APC in excess of the average Social Security wage base. For an employee with more than 35 years of accrued service, the amount is increased by 1% for each year in excess of 35 years.

  The retirement income benefit is not subject to any deductions for Social Security benefits or other offsets. Participants in the traditional defined benefit component of the plan may choose from among optional forms of benefits such as a straight life annuity, a qualified joint and 50% survivor annuity, other forms of annuity or a lump sum.

  An employee may be eligible for normal retirement, early retirement benefits, vested benefits or disability retirement benefits under the traditional defined benefit component depending on the employee’s age and total service when employment with the Company ends. An employee is entitled to normal retirement benefits at age 65. For early retirement benefits, an employee must have reached age 55 and have at least 10 years of service or have a combined age and total service equal to 75. Generally, the benefit is reduced if payment begins before age 65. As of January 1, 2008, an employee who hasEmployees vest in their accrued benefit after completing three or more years of vesting service with the Company will be entitled to a reduced vested benefit if employment with the Company is terminated before becoming eligible for normal retirement or early retirement benefits.

  As of December 31, 2008, Ms. Hellyar and Mr. Berman are the only Named Executive Officers eligible for an early retirement benefit under the traditional defined benefit component of the plan.Company.

  Non-Qualified Supplemental Retirement Plans (KURIP and KERIP)Plan
  

  Each of our Named Executive Officers isexcept Ms. Roof was eligible to receive benefits under the Kodak Unfunded Retirement Income Plan (KURIP). KURIP iswas an unfunded non-contributory retirement plan. It providesprovided pension benefits where benefits cannot be paid under KRIP and matching contributions cannot be made to the Company’s Savings and Investment Plan (SIP)(a (a 401(k) defined contribution plan), because of the limitation on the inclusion of earnings in excess of limits contained in Section 401(a)(17) of the Internal Revenue Code (for 20072011, 2012 and 2008, $225,0002013, $245,000, $250,000 and $230,000,$255,000, respectively) and because deferred compensation is ignored when calculating benefits under KRIP and SIP.

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  For Named Executive Officers participating in the cash balance component of KRIP, the annual benefit under KURIP was calculated by crediting an employee’s notional account with an amount equal to 7% of his or her compensation that is ignored under KRIP and SIP because it is either in excess of the Section 401(a)(17) compensation limit or deferred compensation. The ongoing balance of the executive’s account earns interest at the 30-year Treasury bond rate. Mr. Perez, Dr. Edwards, and Ms. Quatela were eligible for a benefit based on this calculation.

  For Named Executive Officers participating in the traditional defined benefit component of KRIP, the annual benefit is calculated by determining the amount of the retirement benefit to which the employee would otherwise be entitled under KRIP if deferred compensation were considered when calculating such benefit and the limits under Section 401(a)(17) of the Internal Revenue Code were ignored, less any benefits earned under KRIP or under the Company’s excessKRIP. Messrs. Sheller and Kruchten were eligible for a benefit plan (KERIP). KERIP is further described in the Compensation Discussion and Analysisbased on page 47 of this Proxy Statement. As of December 31, 2008, none of our Named Executive Officers had any accrued benefit under KERIP.

  For Named Executive Officers participating in the cash balance component of KRIP, the annual benefit under KURIP is calculated by crediting an employee’s account with an amount equal to 7% of his/her compensation that is ignored under KRIP and SIP because it is either in excess of the Section 401(a)(17) compensation limit or deferred compensation. The ongoing balance of the executive’s account earns interest at the 30-year Treasury bond rate. For 2009, the amount of an employee’s compensation used to credit his/her KURIP account is reduced to 4% to parallel the Company’s suspension of matching contributions to SIP for that year.calculation.

  Benefits due under KURIP arewere payable upon an employee’s termination of employment or death. Effective January 1, 2008,Upon the plan administrator may select,Company’s emergence from bankruptcy, KURIP was terminated and, as a result, each participant’s pre-petition benefit was settled in his/her sole discretion, the form of payment options available under KURIPan equity distribution, consistent with treatment for other similarly situated general unsecured creditors, and post-petition benefits not subject to Section 409Awere calculated using September 3, 2013 as the hypothetical last day of employment with the Code. For benefits subject to Section 409A of the Code, payments are made inCompany. The post-petition benefit is frozen and payable as a lump sum. If an employee’s benefit under KRIP is subject to actuarial reduction, then any benefit payable under KURIP will also be subject to actuarial reduction.

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  SUPPLEMENTAL INDIVIDUAL RETIREMENT ARRANGEMENTSsum upon the participant’s termination of employment with the Company.

  Antonio M. PerezIndividual Supplemental Retirement Arrangements
  

  Mr. Perez is the only Named Executive Officer who had an individual supplemental retirement arrangement with the Company before the Company’s emergence from bankruptcy. This arrangement was terminated upon the Company’s emergence from bankruptcy.

  Under the terms of his former letter agreement dated March 3, 2003, as amended, Mr. Perez was eligible for a supplemental unfunded retirement benefit under the terms of his March 3, 2003, February 27, 2007 andDecember 9, 2008 letter agreements. Under these agreements, because Mr. Perez has been employedthat allowed for three years,treatment as if he will be treated as ifwere eligible for the traditional defined benefit component of KRIP. For this purpose,KRIP and, with regard to his employment prior to December 1, 2010, for extra credited service of 17.25 years so that he will beis considered to have completed eighta total of 25 years of service with the Company as of that date. For employment on and attained age 65. If, instead,after December 1, 2010, Mr. Perez actually remains employed until age 65, he will be considered to have completed 25 yearsreceived credit for his actual service at the rate of one month of service with the Company.credit for each month of employment. Mr. Perez’s letter agreement provided that his supplemental retirement benefit willwould be offset by his cash balance benefit under KRIP KERIP and KURIP, and any Company matching contributions contributed to his account under SIP. Mr. Perez will receive his supplemental retirement benefitSIP, with payment made in a lump sum after the six-monthsix month waiting period required for compliance under Section 409A409A.

  Upon the Company’s emergence from bankruptcy, this letter agreement was terminated and benefits earned prior to the filing date were settled in the form of an equity distribution consistent with treatment for all other similarly situated general unsecured creditors, in an amount of approximately 6% (pre-tax) of the Code.

  Frank S. Sklarsky

  In addition to the benefit Mr. Sklarsky may be eligible for under the cash balance component of KRIP, he is covered under a supplemental unfunded retirement benefit under the terms of his letter agreements dated September 19, 2006 and September 26, 2006. Under these agreements, the Company established a phantom cash balance account on behalf of Mr. Sklarsky. The Company agreed to credit the account by $100,000 each year for up to five years, beginning October 30, 2007. Any amounts credited to this account will earn interest at the same interest rate that amounts accrue interest under the cash balance benefit. In order to receive anyvalue of the amounts creditedbenefits. Benefits earned after the filing date and prior to this account,emergence were frozen and are payable as a lump sum upon Mr. Sklarsky must remain continuously employed for at least five years unless the Company terminates his employment for a reason other than cause. UponPerez’s termination of employment any vested amount will be payable in a lump sum afterwith the six-month waiting period required for compliance underCompany (less applicable withholding and subject to Section 409A compliance).

  NON-QUALIFIED DEFERRED COMPENSATION FOR 2013
  		Executive	Registrant	Aggregate		Aggregate
  		Contributions	Contributions	Earnings in	Aggregate	Balance at
  	Account	in Last	in Last	in Last	Withdrawals/	Last Fiscal
  Name	Type	Fiscal Year	Fiscal Year	Fiscal Year	Distributions	Year End
  A.M. Perez	Salary Deferral	$150,977(1)	$0	$7,171(2)	$0		$298,383
  R.A. Roof	N/A	N/A	N/A	N/A	N/A		N/A
  B.W. Kruchten	—	—	—	—	—		—
  P.M. Sheller	—	—	—	—	—		—
  D.J. Edwards	—	—	—	—	—		—
  Former Executives
  L. G. Quatela	EDCP Plan	0	0	0	0		0

  
  

  ⁽¹⁾ This amount represents a salary deferral of $150,977, which is also reported in the Code.Summary Compensation Table for fiscal 2013.

  Philip J. Faraci

  Mr. Faraci is eligible for a supplemental unfunded retirement benefit under the terms⁽²⁾ This amount represents interest earned during fiscal 2013 including above-market interest of his November 3, 2004, February 28, 2007 and December 9, 2008 letter agreements. Under these agreements, he is eligible to receive an extra 1.5 years of credited service for each year he is employed, up to a maximum of 20 years of enhanced credited service. If Mr. Faraci remains employed for five years, he will be treated as if eligible for the traditional defined benefit component of KRIP, and will be considered to have completed 12.5 years of service with the Company. If, instead, he remains employed for 12 years, he will be considered to have completed 30 years of service with the Company. Mr. Faraci’s supplemental retirement benefit will be offset by his cash balance benefit under KRIP, KERIP and KURIP, any Company matching contributions contributed to his account under SIP and any retirement benefits provided to him pursuant to the retirement plan of any former employer. Mr. Faraci he will receive his supplemental retirement benefit in a lump sum after the six-month waiting period required for compliance under Section 409A of the Code.

  Mary Jane Hellyar

  Ms. Hellyar’s August 18, 2006 letter agreement does not provide supplemental retirement benefits.

  Robert L. Berman

  Mr. Berman does not have a letter agreement with the Company. He has no supplemental retirement benefits.

  Former Executive: James T. Langley

  In addition to the benefit Mr. Langley may be eligible for under the cash balance component of KRIP, he received a supplemental unfunded retirement benefit under the terms of his August 12, 2003 and February 28, 2007 letter agreements and the terms of his leaving arrangement approved by the Compensation Committee on September 21, 2007. Under the August 12, 2003 letter agreement, the Company established a phantom cash balance account on behalf of Mr. Langley. For each full year he was employed, the Company credited the account with $100,000. Since Mr. Langley was employed by the Company for four full years, the account was credited with $400,000.

  Mr. Langley’s August 12, 2003 letter agreement was amended by a letter agreement dated February 28, 2007 to provide for a lump-sum payment of his supplemental retirement benefits. In addition, under the leaving arrangement approved by the Compensation Committee$7,171 for Mr. Langley on September 21, 2007, Mr. Langley received service creditPerez for his salary deferral account. This was also reported in the period beginning August 18, 2007 and ending on the date of his termination of employment, March 14, 2008. His phantom cash balance account was, therefore, credited with a pro-rated portion of the $100,000 that would have been credited to him if he remained employed through August 18, 2008. This pro-rated portion amounted to $57,534.Summary Compensation Table for fiscal year 2013.

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  NON-QUALIFIED DEFERRED COMPENSATION FOR 2008

  		Executive			Registrant		Aggregate			Aggregate		Aggregate
  		Contributions			Contributions		Earnings in			Withdrawals/		Balance at
  		in Last FY			in Last FY		in Last FY			Distributions		Last FYE
  Name	Plan Name	($)			($)		($)			($)		($)
  	Salary Deferral	$	96,169	(1)	$0		$	15,864	(2)	$0		$	371,250	(3)
  A.M. Perez	EDCP		0		0			57,308	(4)	0			1,149,623	(5)
  	Deferred Stock Units		387,777	(6)	0			-1,185,496	(7)	0			623,726
  F.S. Sklarsky	N/A		N/A		N/A			N/A		N/A			N/A
  P.J. Faraci	N/A		N/A		N/A			N/A		N/A			N/A
  M.J. Hellyar	EDCP		0		0			9,923	(8)	0			199,065	(9)
  R.L. Berman	EDCP		0		0			49,346	(10)	0			989,908
  	Deferred Stock Units		0		0			-49,012	(11)	0			22,871
  Former Executive
  J.T. Langley	Indiv. Bonus Deferral		0		0			57,432	(12)	0			1,152,104	(13)
  	EDCP		0		0			54,350	(14)	0			1,090,288	(15)

  
  

  (1)		This amount represents a salary deferral of $96,169, which is also reported in the Summary Compensation Table for fiscal 2008.
  (2)		This amount represents interest earned during fiscal 2008 which includes $743 of above-market interest earned, which is also reported in the Summary Compensation Table for fiscal 2008.
  (3)		This amount includes: 1) the 2006 salary deferral of $96,169 and the above-market interest earned of $2,054, and 2) the 2007 salary deferral of $96,169 and the above-market interest earned of $4,455.
  (4)		This amount represents interest earned during fiscal 2008 which includes $2,985 of above-market interest earned, which is also reported in the Summary Compensation Table for fiscal 2008.
  (5)		This amount includes the 2006 above-market interest earned of $20,522 and the 2007 above-market interest earned of $23,637.
  (6)		This amount represents the aggregate value of net dividends paid on Mr. Perez’s unvested restricted stock units and the net value of the 25,000 restricted stock units that vested as of October 1, 2008.
  (7)		Includes the aggregate value of net dividends on vested restricted stock units and on the earned and deferred 2004 - 2005 Leadership Stock award; also reflects earnings attributable to changes in Kodak's stock price during fiscal 2008 (i.e., the closing price of $21.87 as of December 31, 2007 vs. the closing price of $6.58 as of December 31, 2008).
  (8)		This amount represents interest earned during fiscal 2008 which includes $517 of above-market interest earned, which is also reported in the Summary Compensation Table for fiscal 2008.
  (9)		This amount includes the 2006 above-market interest earned of $3,553 and the 2007 above-market interest earned of $4,093.
  (10)		This amount represents interest earned during fiscal 2008 which includes $2,571 of above-market interest earned, which is also reported in the Summary Compensation Table for fiscal 2008.
  (11)		Includes the aggregate value of net dividends on the earned and deferred 2004 - 2005 Leadership Stock award; also reflects earnings attributable to changes in Kodak’s stock price during fiscal 2008 (i.e., the closing price of $21.87 as of December 31, 2007 vs. the closing price of $6.58 as of December 31, 2008).
  (12)		This amount represents interest earned during fiscal 2008 which includes $2,992 of above-market interest earned, which is also reported in the Summary Compensation Table for fiscal 2008.
  (13)		This amount includes the 2006 above-market interest earned of $9,946 and the 2007 above-market interest earned of $21,808.
  (14)		This amount represents interest earned during fiscal 2008 which includes $2,831 of above-market interest earned, which is also reported in the Summary Compensation Table for fiscal 2008.
  (15)		This amount includes the 2006 above-market interest earned of $16,982 and the 2007 above-market interest earned of $22,417.

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  Executive Deferred Compensation Plan
  

  The Company maintainsformerly maintained the Eastman Kodak Company 1982 Executive Deferred Compensation Plan (EDCP) for its executives. Near. In 2009, the end of each year, the Company’s executives may elect to defer any portion of their base salary in excess of $50,000 for the following year and a portion of any EXCEL award earned for the following year. In 2008, the Compensation Committee approved to continue to freezefroze the receipt of new monies into the plan, in 2009 due to its low utilization and its administrative cost. The plan has only two investment options: an interest-bearing account that pays interest atPrior to 2009, the prime rateCommittee had made annual decisions to freeze the receipt of new monies in both 2007 and a Kodak phantom stock account. Participants may only invest amounts in the Kodak phantom stock account if they are, or were, subject to our stock ownership guidelines. Dividend equivalents on amounts invested in an executive’s phantom stock account are credited to an executive’s account in the form of additional stock units at the same rate as dividends are paid on shares of Company common stock.2008. The plan’s benefits arewere neither funded nor secured.

  Executives may elect to defer amounts under the plan for a fixed period of time during employment. After the period of fixed deferment, any41

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  secured. Mr. Perez had an outstanding pre-bankruptcy EDCP account balance may be paidof $1,270,688, and Ms. Quatela had an outstanding pre-bankruptcy EDCP account balance of $104,082. All accounts were frozen upon filing for Chapter 11 in a cash lump-sum payment2012 and did not earn any interest. The plan was not assumed upon emergence from Chapter 11 and any outstanding account balances were settled as soon as administratively possible coincidentunsecured claims, consistent with a pay cycle in September after the account is valued in August following the end of the deferment. Upon termination of employment,treatment for amounts not subject to Section 409A of the Code, the Compensation Committee has the sole discretion to pay such amounts in a lump sum or in annual installments, not to exceed ten annual installments. For amounts subject to Section 409A of the Code, most Named Executive Officers filed a distribution election to be paid in a lump sum or in installments, provided that payments begin no later than when the executive reaches age 71. If an executive has not filed an election, then any amounts subject to Section 409A of the Code will be paid in a lump sum. Any amounts subject to Section 409A of the Code are subject to a further six-month waiting period following termination of employment in order to ensure compliance with Section 409A of the Code. Withdrawals prior to termination of employment are not permitted under the plan except in cases of severe financial hardship not within the executive’s control, although amounts not subject to Section 409A of the Code may be withdrawn by an executive prior to termination of employment, provided that 10% of the amount withdrawn will be forfeited by the executive.all other similarly situated general unsecured creditors.

  Salary and Bonus Deferral Program
  

  To preserve the full deductibility for federal income tax purposes of our Chief Executive Officer’sMr. Perez’s base salary, Mr. Perezhe is required to defer that portion of his base salary that exceeds $1 million. The amount deferred in each pay period bears interest at the same rate as described above for our EDCP. The deferred amounts and interest earned on these amounts are tracked through a notional account maintained by the Company. Amounts deferred are payable only payable upon Mr. Perez’s retirement from the Company, in the form of a lump sum. The notional account is neither funded nor secured.

  Under the terms Mr. Perez had an outstanding pre-bankruptcy salary deferral account balance of Mr. Langley’s offer letter, he participated$678,162. This account was frozen upon filing for Chapter 11 in 2012 and did not earn any interest. The outstanding account balance was settled as an individual bonus plan established to incent achievement of certain pre-established goals in GCGunsecured claim, consistent with treatment for 2007. In February 2007, the Compensation Committee determined that Mr. Langley earned $490,000 under the bonus plan as a result of achievement of the 2006 performance goals. This amount, less applicable withholding, was contributed in February 2007 to an unfunded, deferred compensation account established on behalf of Mr. Langley. Any bonus amounts contributed to this account by the Company continue to bear interest at the prime rate, compounded annually, until they are distributed. Distributions from the account are subject to the same distribution rules as those in effect under our EDCP described previously.all other similarly situated general unsecured creditors.

  Deferral of Stock AwardsTERMINATION AND CHANGE IN CONTROL ARRANGEMENTS
  

  UnderThe discussion below regarding the Company’s prior equity award programs,amounts payable to our Named Executive Officers were at times permitted to deferupon certain employment terminations and a change in control reflects the receipt of various equity awards to a date later than the date they vest. Mr. Perez elected to defer awards earnedamounts payable under the Alternative Award of the Executive Incentive Plan under the 2002 - 2004 performance cycle of the Company’s Performance Stock Program, his restricted stock award granted on October 1, 2003 and the performance stock units earned under the 2004 - 2005 performance cycle of the Leadership Stock Program. Each of these awards has fully vestedoutstanding arrangements as of December 31, 2008.

  All2013. The Company’s emergence from bankruptcy on September 3, 2013 resulted in the termination of our change in control plans. The values set forth in the Severance Payments Table reflects the impact of these deferred awards are tracked through notional accounts maintained byterminations; however, for the Company. Forpurposes of full disclosure, the discussion below covers all arrangements that would be payable to each shareNamed Executive Officer upon a qualifying termination or unit deferred,change in control assuming the executive receives a phantom unit of our common stock in his account. Any stock dividends or amounts equivalent to dividends paid on our common stock are added to the executive’s notional account in the form of additional phantom units as they are paid at the same rate as dividends are paid on shares of our common stock. For these deferred awards, stock dividends were unrestricted, but are subject to the original payment terms of the underlying deferred award. The notional accounts are neither funded nor secured.

  The payout, withdrawal and distribution terms are generally similar for each deferred award, other than the performance stock units earned under the 2004 - 2005 performance cycle of the Leadership Stock Program that were deferred by Mr. Perez. Pursuant to his deferral election, Mr. Perez will be entitled to receive a distribution following his termination of employment of all amounts in his deferred account attributable to these performance stock units (and any earnings thereon) in a lump-sum payment, in shares, as soon as administratively practicable in March of the following year after his termination of employment with the Company. If applicable, a six-month waiting period is required for compliance under Section 409A of the Code.

  For all other deferred awards, upon termination of employment for any reason other than death, the amounts held in an executive’s notional accounts will be distributed in a single lump sum or in up to 10 annual installments as determined by the Compensation Committee at its sole discretion. The Compensation Committee will also have the discretion to pay the amounts in cash or in shares, or in

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  any combination of both. Upon an executive’s death, the balance of an executive’s deferred account that is not subject to restriction will be paid in a lump-sum cash payment within 30 days after appointment of a legal representative of the deceased executive.

  Withdrawals prior to termination of employment are not permitted under the terms of the deferral program except in cases of severe financial hardship not within the executive’s control, as determined at the Compensation Committee’s sole discretion.

  TERMINATION AND CHANGE-IN-CONTROL ARRANGEMENTSplans still existed.

  Potential PaymentsBenefits upon Termination or Change-in-Controlfor Reasons other than Change in Control
  

  Each of our Named Executive Officers except Ms. Roof is eligible to receive certain severance payments and benefits in connection with termination of employment under various circumstances. The potential severance benefits payable to our Named Executive Officers in the event of termination of employment on December 31, 20082013 pursuant to any individual arrangement with the Company are described below. For Ms. Quatela, severance benefits equal to one week of base salary per year of service with the Company, with a minimum of three weeks and a maximum of 26 weeks, may be payable in accordance with the Company’s Termination Allowance Plan (TAP).

  Actual amounts paid or distributed to our Named Executive Officers as a result of one of the separation events occurring in the future may be different than those described below due to the fact that many factors affect the amounts of any payments described under the various separation events discussed later.events. For example, factors that could affect the amounts payable include the executive’s base salary, the Company’s stock price, and the executive’s age and service with the Company. At the time of separation of a Named Executive Officer, the Committee may approve severance terms that vary from those provided in the Named Executive Officer'spre-existing individual letter agreement(s), if any, or in relevant employee benefit plans, provided that such terms are consistent with the guidelines that the Committee establishes for executive severance.plans.

  In addition to benefits outlined in our Named Executive Officers’ individual severance arrangements, Named Executive Officers will be eligible to receive any benefits accruedprovided under the Company’s broad-based benefit and compensation plans applicable to employees generally, such as distributions under SIP, outplacement services under TAP, frozen KURIP benefits, disability benefits and accrued vacation pay, in accordance with those plans and policies. Our Named Executive Officers will also be eligible to receive any account balances at the 2008 fiscal year end under our non-qualified deferred compensation plans and programs as set forth in the Non-Qualified Deferred Compensation Table on page 66 of this Proxy Statement and any present value of accrued benefits as set forth in the Pension Benefits Table on page 63 of this Proxy Statement.Benefits.

  Following termination of employment, each of our Named Executive Officers except for Ms. Roof is subject to compliance with the post-termination restrictive covenants set forth in theirhis or her Eastman Kodak Company Employee’s Agreement, in addition to any covenants provided for in theirunder individual arrangements with the Company. These covenants generally prohibit our Named Executive Officers from disclosing proprietary or confidential information of the Company and from competing with the Company for a certain period after termination of their employment. All of our Named Executive Officers are prohibited for one year after termination of their employment from soliciting any of our employees to leave employment with the Company, or soliciting any of our customers or suppliers to do business with any of our competitors.competitors, for one year after termination of their employment. All of our Named Executive Officers are prohibited from engaging in any work for a competitor of the Company in the field in which they were employed by Kodak for a period of not more than 18 months after their employment is terminated. As described further below,termination. Mr. Perez is also subject to a two-year non-compete after termination of his employment under his lettermanagement agreement, dated March 3, 2003.in exchange for a payment from the Company of $1M in each year.

  For any unvested or restricted equity awards, related restriction periods may lapse and vesting may be accelerated automatically pursuant to the terms of the awards depending on the circumstances surrounding a Named Executive Officer’s termination of employment. The Compensation Committee may waive any restrictions or accelerate vesting if an executive’s termination is determined to be without “cause” or for an “approved“good reason.” An approved reason

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  For purposes of these letter agreements, “cause” is defined as the Named Executive Officer’s failure to perform or gross negligence in performing his duties, conviction of a crime, or a material breach of his letter agreement, the Company’s Business Conduct Guide or his Employee Agreement. “Good reason” is defined as an adverse change in Named Executive Officer’s title or responsibilities, a material breach of his agreement by the Company, or the failure of any successor to the Company to assume obligations under his agreement.

  Upon termination of employment that is inwithout cause or for good reason or due to death, disability or retirement, the best interest of the Company, as determined by the Compensation Committee. Absent an employment agreement specifying different treatment,emergence equity awards held by Named Executive Officers will generally be affected as follows:

  • Stock Options:If the Compensation Committee determines that a Named Executive Officer’s termination is for an approvedreason, then all unvested stock optionsgranted to Messrs. Perez, Kruchten and Sheller and Dr. Edwards will continue to vest as if employment continued and will expire on the third anniversarydate of termination of employment. Upon termination of employment due to death or disability, all unvested stock options willimmediately vest and remain exercisable untilaccording to the third anniversary of employment termination.
    
  • Leadership Stock Awards:Upon termination of employment due to death, disability, retirement or an approved reason, anexecutive will be eligible to receive an award earned under the performance cycle, provided the executive was employed for theentire yearterms of the one-year performance cycle.
    
  • Restricted Stock Awards:For termination dueaward, in each case without regard to an approved reason, subject to the Compensation Committee’s approval,restrictions will lapse and the executive will retain the shares upon termination. In the event of disability, restrictions will lapseand the executive will retain the shares upon termination. In the event of death, restrictions will lapse and the shares will be paidto the executive’s estate.
  any continued employment condition.

  Named Executive Officers will also be eligible to receive a pro rata amount of any EXCEL bonus award, if earned, if their employment is terminated due to death, disability, retirement or an approved reason.

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  Individual SeveranceTermination Arrangements
  The Company entered into individual management agreements with each Named Executive Officer other than Ms. Roof, effective September 3, 2013. Mr. Perez is entitled to certain termination benefits as set forth below. Ms. Quatela was eligible to receive severance benefits under her management agreement, calculated in accordance with the Company’s Termination Allowance Plan.

  Under their management agreements, Messrs. Kruchten and Sheller and Dr. Edwards are eligible to receive severance benefits payable in connection with termination without cause or with good reason, subject to:

  • Execution of a general release and covenant not to sue in favor of the Company;
    
  • Compliance with a non-compete agreement after termination of employment; and
    
  • The understanding that severance payments provided under the management agreements are in lieu of those provided under theCompany’s Termination Allowance Plan.

  Antonio M. Perez
  

  Under the terms of his letter agreement dated March 3, 2003, Mr. Perez will bewas eligible to receive certain severance benefits in the event his employment is terminated under various circumstances as described below.circumstances. The amount and nature of the severance benefits he willwould be eligible to receive variesvaried depending on the circumstances surrounding his termination. As a condition to receiving severance benefits, Mr. Perez must execute a general release and covenant not to sue in favorUpon the Company’s emergence from bankruptcy, this letter agreement, as amended, was terminated.

  Under the terms of the Company. He is not required to seek other employment to mitigate the amount of any severance payments payable to him.his letter agreement effective September 3, 2013, Mr. Perez will be subjectprovided certain benefits in the event his employment is terminated on or before September 3, 2014. The amount and nature of the benefits he would be eligible to a two-year non-compete agreement afterreceive vary depending on the circumstances surrounding his termination and are described below. In addition, beginning as of the end of the scheduled term of his employment. Tomanagement agreement (September 3, 2014), in consideration for his compliance with the extent he breaches this non-compete obligations in his agreement, heMr. Perez will forfeit the right to receive certain severance benefits otherwise payablea payment of $1 million in connection with termination without cause and for good reason. He will also be obligated to repay the Company for any severance benefits received. Mr. Perez’s March 3, 2003 letter agreement was amended by a letter agreement dated December 9, 2008 to provide that any severance benefits payable under his letter agreements will begin after the six-month waiting period required for compliance under Section 409Aeach of the Code.two years following the end of his scheduled term.

  Termination by the Company without Cause or by Mr. Perez forwith Good Reason.If Mr. PerezPerez’s employment is terminated by the Company without cause or if Mr. Perez terminates his employmentby him with good reason, provided that he executes a release of any and all claims that he may have against the Company, for good reason, he is eligible to receive (less applicable withholding)withholding and subject to Section 409A compliance):

  • An amount equal to two times the sum of his current base salary and target EXCEL bonus award, payable over 24 months;from his last day of employment to September 3, 2014 (the end of the scheduledemployment term under his letter agreement);
     
  • A pro rata target bonus award under EXCEL in respect of the EXCEL plan payablefiscal year in a single installmentwhich termination occurs, based on actual achievement of the normal payment date when awardsare paid to other executives;applicable performance targets;
     
  • Any earned, but unpaid, EXCEL award for the prior performance year;
    
  • Waiver of the forfeiture provisions of any restricted stock award (other than unvested restricted shares granted at the time of hisemployment) outstanding;
    
  • Waiver of the forfeiture provisions for a pro rata portion of any restricted shares granted at the time of his employment;
    
  • The continued vesting of unvested stock option awards and all vested stock options will remain exercisable for the remainder oftheir term;
    
  • Continuation of existing coverage under Kodak’s medical and dental plans for four months at the Company’s expense;
    
  • Outplacement services;
    
  • Services under Kodak’s financial counseling program for the two-year period immediately following his termination ofemployment (payment of which is subject to the six-month waiting period required for compliance under Section 409A of theCode); and
     
  • His additional retirement benefit provided underImmediate vesting of the unvested portion of his individual arrangement based on eight years of deemed service plus thesupplemental retirement benefit provided under his individual arrangement as set forth in the Regular Severance PaymentsTable on page 72 of this Proxy Statement.emergence equity grant.

  Termination by the Company for Cause.Cause or by Mr. Perez without Good Reason.If Mr. Perez’s employment is terminated by the Company for cause or by him without good reason, he is not eligible to receive any benefits other than, in the case of termination without good reason, he remains eligible for continued vesting and/or payment of his emergence equity grant and any other equity-based compensation awarded by the Company (less applicable withholding and subject to Section 409A compliance), provided that he executes a release of any and all claims that he may have against the Company.

  Termination for Disability or Death.In the event Mr. Perez’s employment is terminated due to his death, he or his estate, as applicable, will be eligible to receive (less applicable withholding)withholding and subject to Section 409A compliance):

  • Any earned, but unpaid, EXCEL award for the prior performance year; and
    
  • Continued vesting of his emergence equity grant, provided that he (or his estate) executes a release of any and all claims that hemay have against the Company.
  
  
  
  

  End of Scheduled Term.At the end of the scheduled term of his management agreement, Mr. Perez will be eligible to receive (less applicable withholding and subject to Section 409A compliance):

  • Any earned, but unpaid, EXCEL award for the prior performance year;
     
  • His additional retirement benefit providedA bonus award under his individual arrangement asEXCEL in respect of the fiscal year in which the end of the scheduled term occurs, based on eight yearsactualachievement of deemed service;performance targets, which amount shall not be prorated; and
     
  • 60 days to exerciseContinued vesting of his emergence equity grant, provided that he executes a release of any vested stock options (or throughand all claims that he may haveagainst the expirationCompany.

  Brad W. Kruchten, Douglas J. Edwards, and Patrick M. Sheller
  Under the terms of their respective management agreements effective September 3, 2013, Messrs. Kruchten and Sheller and Dr. Edwards will be provided certain severance benefits in the event their employment is terminated on or before September 3, 2016. The amount and nature of the option’s original term, if earlier), unlessseverance benefits each would be eligible to receive vary depending on the optionis forfeited by its termscircumstances surrounding termination as a result of his termination for cause.described below: