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NOTICE OF 20172020 ANNUAL MEETING
AND PROXY STATEMENT
Date of Notice: April 10, 2017
9, 2020
EASTMAN KODAK COMPANY
343 STATE STREET
ROCHESTER, NEW YORK 14650
NOTICE OF 20172020 ANNUAL MEETING
Dear Shareholder:
You are cordially invited to attend our Annual Meeting of Shareholders on Tuesday,Wednesday, May 23, 201720, 2020 at 9:1:00 a.m.p.m. Eastern Time,Time. We are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose as it relates to the ongoing COVID-19 pandemic. Therefore, after careful consideration, the Board has determined that the Annual Meeting will be conducted as a virtual meeting of shareholders by means of a live webcast. We believe this is the right decision for the Company at this time as it facilitates shareholder attendance and participation while safeguarding the health of our shareholders, directors and management team. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions prior to and during the meeting by visiting www.meetingcenter.io/296633343 and entering the 15-digit control number on your proxy card or Notice Regarding the Availability of Proxy Materials. The Benjamin, 125 East 50th Street, New York, New York 10022.password for the meeting is KODK2020. There is no physical location for the Annual Meeting this year and you will not be able to attend the Annual Meeting in person. You will be asked to vote on Company proposals at the Annual Meeting.
Whether or not you attendwill participate in the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet, as well as by telephone or by mailing a proxy card or voting instruction form. We encourage you to use the internet, as it is the most cost-effective way to vote.
We look forward to seeing Even if you athave voted by internet, telephone or proxy card, you may still vote electronically if you participate in the Annual Meeting andvirtual meeting. We would like to take this opportunity to remind you that your vote is very important.
Sincerely,
James V. Continenza
Executive Chairman
The Annual Meeting of Shareholders (Annual Meeting) of Eastman Kodak Company will be held on Tuesday,Wednesday, May 23, 201720, 2020 at 9:1:00 a.m.p.m. Eastern Time,Time. The Annual Meeting will be conducted as a virtual meeting of shareholders by means of a live webcast that can be accessed at www.meetingcenter.io/296633343. The Benjamin, 125 East 50th Street, New York, New York 10022.password for the meeting is KODK2020. We are asking our shareholders to vote on the following proposals at the Annual Meeting:
| 1. | Election of the | |
| 2. | Advisory vote to approve the compensation of our named executive officers. | |
| 3. | Advisory vote on the frequency (once every one, two or three years) of future advisory votes on the compensation of our named executive officers. | |
| 4. | Approval of the Amendment and Restatement of the Company’s 2013 Omnibus Incentive Plan. | |
| 5. | Ratification of the Audit and Finance Committee’s selection of | |
| 6. | Such other business as may properly come before the Annual Meeting or any adjournment thereof. |
The Board of Directors recommends you voteFOReach of the nominees listed in Proposal 1,FORProposals 2, 4 and 5, andFORONE YEAR Proposals 2 andfor Proposal 3.
If you held your shares at the close of business on March 29, 2017,26, 2020, you are entitled to vote at the Annual Meeting.
We follow the Securities and Exchange Commission’s “e-proxy” rules that allow public companies to furnish proxy materials to their shareholders over the internet. These rules allow us to provide you with the information you need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.delivery.
If you have any questions about the Annual Meeting, please contact: Shareholder Services, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0235, (585) 724-4053, e-mail: shareholderservices@kodak.com.shareholderservices@kodak.com.
The Annual Meeting will be accessible by the handicapped. If you require special assistance, please contact Shareholder Services.
By Order of the Board of Directors
Sharon E. UnderbergRoger W. Byrd
General Counsel, Secretary and Senior Vice President
Eastman Kodak Company
April 10, 20179, 2020
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 23, 2017.
20, 2020. The Notice of 20172020 Annual Meeting and Proxy Statement and 20162019 Annual Report on Form 10-K
are available at www.edocumentview.com/KODK.
| Q. | Why am I receiving these proxy materials? |
| A. | Our Board of Directors (the Board) is providing these proxy materials to you on the internet, or has delivered printed versions to you by mail, in connection with |
| Q. | What is included in these proxy materials? |
| A. | These proxy materials include: |
● | Our |
● | Notice of |
If you received printed versions of the proxy materials by mail, these proxy materials also include a proxy card. | ||
| Q. | What am I voting on? | |
| A. | The Board is soliciting your proxy in connection with the Annual Meeting to be held on | |
| postponement thereof. You are voting on the following proposals: | ||
1. | Election of the | |
2. | Advisory vote to approve the compensation of our named executive officers. | |
3. | Advisory vote on the frequency (once every one, two or three years) of future advisory votes on the compensation of our named executive officers. 4.Approval of the Amendment and Restatement of the Company’s 2013 Omnibus Incentive Plan. 5.Ratification of the Audit and Finance Committee’s selection of | |
The Board recommends you vote FOR each of the director nominees listed in Proposal 1, | ||
| Q. | Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of | |
| a full set of proxy materials? | ||
| A. | We follow the Securities and Exchange Commission’s (the SEC) “e-proxy” rules that allow public companies to furnish proxy materials to shareholders over the internet. The “e-proxy” rules remove the requirement for public companies to automatically send shareholders a full, printed copy of proxy materials and allow them instead to deliver to their shareholders a “Notice of Internet Availability of Proxy Materials” (the Notice of Internet Availability) and to provide online access to the documents. As a result, we mailed the Notice of Internet Availability to many of our shareholders on or about April | |
| 9, 2020. The Notice of Internet Availability provides instructions on how to: | ||
● | View our proxy materials for the Annual Meeting on the internet and vote; and |
● | Request a printed copy of the proxy materials. |
In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. Choosing to receive your future proxy materials by e-mail will save us the cost of | |
| Q. | Why didn’t I receive a notice in the mail about the internet availability of the proxy materials? |
| A. | We are providing some of our shareholders, including those who have previously requested to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of the Notice of Internet Availability. |
In addition, we are providing the Notice of Internet Availability by e-mail to those shareholders who have previously elected delivery of the proxy materials electronically. Those shareholders should have received an e-mail containing a link to the website where the proxy materials are available. |
| Q. | Where can I view the proxy materials on the internet? |
| A. | We are making this Proxy Statement and voting instructions available to shareholders on or about April |
Telephone: within the U.S.A., U.S. territories and Canada, call toll-free at 1-866-641-4276; or outside of the U.S.A., U.S. territories and Canada, call collect at 1-781-575-3170; Internet atwww.envisionreports.com/ E-mail at investorvote@computershare.com. Reference “Proxy Materials Eastman Kodak Company” in the subject line. In the message, include your full name and address, the number located in the shaded bar on the Notice of Internet Availability/proxy card, and state that you want to receive a paper copy of current and/or future meeting materials. Beneficial Owner.You may request a printed copy of the proxy materials by following the instructions provided to you by your broker, trustee or nominee. Shareholder of Record.If your shares are registered in your name with our transfer agent, Computershare, you are considered the shareholder of record of these shares, and we are making these proxy materials available directly to you. As a shareholder of record, you have the right to give your voting proxy to our management or a third party, or to vote Beneficial Owner.If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and your broker, trustee or nominee is making these proxy materials available to you together with a voting instruction form. As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote your shares. You are also invited to By internet atwww.envisionreports.com/KODK. We encourage you to vote this way. By touch tone telephone: within the U.S.A., U.S. territories and Canada, call toll-free at 1-800-652-VOTE (8683); or outside the U.S.A., U.S. territories and Canada, call collect at 1-781-575-2300. By completing and mailing your proxy card. By Beneficial Owner. Whether you are a shareholder of record or a beneficial owner, your shares will be voted as you indicate. Indicate when voting on the internet or by telephone that you wish to vote as recommended by our Board; or Sign and return a proxy card without giving specific voting instructions, then the named proxies, James V. Continenza and Beneficial Owner.If you do not provide your broker, trustee or nominee with specific voting instructions, or if you do not obtain a legal proxy that gives you the right to vote the shares Entering a timely new vote by internet or telephone; Returning a later-dated proxy card; Notifying Beneficial Owner.If you are a beneficial owner, please follow the voting instructions provided by your broker, trustee or nominee. Proposal 1 - As set forth in our By-laws, the Board has adopted a majority voting standard for uncontested director elections. Because the number of nominees properly nominated for the Annual Meeting is the same as the number of directors to be elected at the Annual Meeting, the To be elected in an uncontested election, a director nominee must be elected by a majority of the votes cast with respect to that director nominee. A majority of the votes cast means that the number of votes cast FOR a nominee’s election must exceed the number of votes cast AGAINST the nominee’s election. Each nominee receiving more votes FOR his or her election than votes AGAINST his or her election will be elected. Proposal 2 - To be approved, this proposal must receive the affirmative vote of a majority of the votes cast at the Annual Proposal 3 - Advisory Vote on the Frequency (once every one, two or three years) of Future Advisory Votes on the Compensation of our Named Executive Officers The frequency (once every one, two or three years) that receives the most votes cast at the Annual Meeting by holders entitled to vote thereon will be approved on an advisory basis. Proposal 4 - Vote to Approve the Amendment and Restatement of the To be approved, this proposal must receive the affirmative vote of a majority of the votes cast at the Annual Proposal 5 - Ratification of the Audit and Finance Committee’s Selection of Ernst & Young LLP as our Independent Registered Public Accounting Firm To be approved, this proposal must receive the affirmative vote of a majority of the votes cast at the Annual Meeting by holders entitled to vote thereon. What do I need to do to We are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose as it relates to the ongoing COVID-19 pandemic. Therefore, after careful consideration, the Board has determined that the Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by a live webcast. You are entitled to participate in the Annual Meeting only if you were a shareholder of the Company as of the close of business on the record date or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held this year, and you will not be able to attend the Annual Meeting Shareholders will be able to attend the Annual Meeting online and submit questions during the meeting by visiting http://www.meetingcenter.io/296633343. You also will be able to vote your shares online by attending the Annual Meeting by webcast. To participate in the Annual Meeting, you will need to review the information included on your Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials. You will need to enter the 15-digit control number on your proxy card or Notice of Internet Availability. The password for the meeting is KODK2020. If you The online Annual Meeting will begin promptly at 1:00 p.m. Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check-in process. Please follow the registration instructions If you are a If you hold your shares through an intermediary, such as a bank or You will receive a confirmation of your registration, with a control number, by email after we receive your registration materials. Requests for registration should be directed to the By email: Forward the email from your broker, or attach an image of By mail: Computershare What is the quorum requirement of the Annual Meeting? The holders of shares entitled to cast a majority of the votes on March Where can I find the voting results of the Annual Meeting? We intend to announce preliminary voting results at the Annual Meeting and disclose final results in a Form 8-K to be filed with the SEC within four business days Can I nominate someone to the Board? Our By-laws provide that any shareholder can nominate a person for election to the Board so long as the shareholder follows the procedure outlined in our By-laws as summarized below. This is the procedure to be followed for direct nominations, as opposed to recommendations of nominees for consideration by our Corporate Governance and Nominating Committee. The complete description of the procedure for shareholder nominations of director candidates is contained in our By-laws. You can request a copy of the full text of this By-law provision by writing to our Secretary at our principal executive offices. Our By-laws can also be accessed at http:// For purposes of summarizing this procedure, we have assumed: 1) the date of the upcoming The written notice to our Secretary must contain the following information with respect to each nominee: 1) the proposing shareholder’s name and address; 2) the number of shares owned of record and beneficially by the proposing shareholder; 3) the name of the person to be nominated; 4) the number of shares owned of record and beneficially by the nominee; 5) a description of all relationships, arrangements and understandings between the shareholder and the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by the shareholder; 6) such other information regarding the nominee as would have been required to be included in the proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated, or intended to be nominated, by the Board, such as the nominee’s name, age and business experience; and 7) the nominee’s signed consent to serve as a director if so elected. Persons nominated in accordance with this procedure will be eligible for election as directors at the What is the deadline to propose actions for consideration at the For a shareholder proposal to be considered for inclusion in our proxy statement for the Secretary For a shareholder proposal that is not intended to be included in our proxy statement under Rule 14a-8, the shareholder must provide the information required by our By-laws and give timely notice to the Secretary in accordance with our By-laws, which, in general, require that the notice be received by the Secretary: No earlier than the close of business on January No later than the close of business on February If the date of the shareholder meeting is moved more than 30 days before or 30 days after the anniversary of the 2020 Annual Meeting, then notice of a shareholder proposal that is not intended to be included in our proxy statement under Rule 14a-8 must be received no earlier than the close of business 120 days prior to the anniversary of the 2020 Annual Meeting 90 days prior to the meeting; and 10 days after public announcement of the meeting date. You may contact our Secretary at our principal executive office for a copy of the relevant By-law provisions regarding the requirements for shareholder proposals. Our By-laws can also be accessed at http://investor.kodak.com/supporting.cfm. Could emerging developments regarding the ongoing COVID-19 pandemic affect the Annual Meeting? We are sensitive to the public health and travel concerns our shareholders may have and we continue to monitor the protocols that federal, state, and local governments may impose as it relates to the ongoing COVID-19 pandemic. Therefore, we intend to hold the Annual Meeting in a virtual format via a live webcast. In the event that the logistics of our Annual Meeting are further impacted by developments related to or stemming from this pandemic, we will announce such information as promptly as practicable. Please monitor our website at www.kodak.com for updated information. As always, we encourage you to vote your shares prior to the Annual Meeting. Information included on our website, other than our Proxy Statement and proxy card, is not part of the proxy solicitation materials. Who will pay the cost of this proxy solicitation? We will bear all costs related to this proxy solicitation. We will reimburse brokerage houses and other custodians, nominees, trustees and fiduciaries representing beneficial owners of shares for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to such beneficial owners. Our directors, officers and employees may also solicit proxies and voting instructions in person, by telephone or by other means of communication. These directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with these solicitations. What other information about us is available? The following information is available on our website at http:// Corporate Governance Guidelines Charters of the Board’s Committees (Audit and Finance Committee, Corporate Governance and Nominating Committee, and Executive Compensation Committee) Directors’ Code of Conduct Board of Directors Policy on Recoupment of Executive Bonuses in the Event of Certain Restatements Majority Vote Policy Anti-Hedging and Pledging Policy Related Party Transactions Corporate Political Contributions and Expenditures Policy Health, Safety and Environment Sustainability Reports are available on our website at www.kodak.com/go/ You may request printed copies of any of these documents by contacting: Shareholder Services E-mail: shareholderservices@kodak.com The address of our principal executive office is: Eastman Kodak Company HOUSEHOLDING OF DISCLOSURE DOCUMENTS We are sending a Notice of Internet Availability or set of proxy materials to each shareholder of record. This year, we have elected not to take advantage of the SEC’s householding rules that PRINTED COPY OF We will provide you, without charge, upon request, a printed copy of our Shareholder Services E-mail: shareholderservices@kodak.com PROPOSAL 1 - ELECTION OF DIRECTORS Our By-laws require us to have at least Messrs. If elected, all of the nominees for director will serve a If a nominee is unable to stand for election, the Board may reduce the number of directors or choose a substitute. If the Board chooses a substitute, the shares represented by proxies will be voted for the substitute. If a director retires, resigns, dies or is unable to serve for any reason, the Board may reduce the number of directors or elect a new director to fill the vacancy. Director nominees are elected by a majority of votes cast. Each director nominee who receives more “FOR” than “AGAINST” votes cast for his election will be elected. If a director nominee receives a greater number of votes “AGAINST” his election than votes “FOR” such election, the Board will decide whether to accept the irrevocable letter of resignation the nominee submitted as a condition of being nominated to the Board in accordance with our Majority Vote Policy. The Board of Directors recommends a vote FOR the election of BOARD OF DIRECTORS AND CORPORATE GOVERNANCE The Governance Committee and the Board seek to ensure that the Board is composed of members who bring an appropriate mix of skills and experience across a variety of disciplines, including strategic planning, organizational management, technology, corporate finance, mergers and acquisitions, marketing, digital technologies, public policy, economics, executive compensation, risk management, international operations, corporate governance and internal controls, each of which is an important area of responsibility for the Board and its committees. The Board and the Governance Committee believe that each of the director nominees possesses important experience and skills that provide the Board with an optimal balance of leadership, competencies and qualifications in areas that are important to our company. Each of our director nominees has high ethical standards, acts with integrity and exercises careful, mature judgment. Each is committed to employing his skills and abilities to aid the long-term interests of our shareholders. In addition to the biographical information in each director nominee’s profile below, the Board and the Governance Committee considered the listedKey Experience, Skills and other Qualificationsin its evaluation and determination to nominate each director for Key Experience, Skills and other Qualifications: Mr. James V. Continenza, In addition to his management experience, Mr. Continenza currently serves on the board of Cenveo Corporation, an industry leader in transformative publishing solutions, and on the board of Merrill Corporation LLC. He has also served on the boards of NII Holdings, Inc. Key Experience, Skills and Mr. Continenza has extensive experience in the management and governance of a wide range of companies, including technology companies, with a particular focus on companies that have undergone significant corporate restructuring. He brings to the Board valuable expertise in technology, marketing, operations, strategic planning, mergers and acquisitions, and executive compensation. In addition, Mr. Continenza brings corporate governance and risk management expertise to the Board through his past and current executive positions and service as a board member of diverse companies. Jeffrey D. Engelberg, Mr. Engelberg was the co-founder of financial-tech startup Plia, that merged with SJ Levinson and Sons in June 2014 to create Key Experience, Skills and other Qualifications: Mr. Engelberg brings to the Board valuable expertise in investment strategies and opportunities, capital markets, risk management and technology, all of which are useful to our business. He also has an understanding of investor mindsets and expectations. Mr. Engelberg’s background in the areas of finance and investments is considered directly relevant to our business strategies and management. George Karfunkel, Mr. Karfunkel serves as vice chairman of Upstate Bank, a nationally-chartered community Key Experience, Skills and other Qualifications: Mr. Karfunkel has expertise in financial planning, investment strategies, cost structuring, and internal controls, all of which are relevant to our business. He also possesses skills in governance and risk management based upon his experience as a director on the boards of several financial and consulting institutions. Philippe D. Katz, 58, has been a partner of the private investment firm United Equities Commodities Company since February 1995. Mr. Katz has been a director and officer of Momar Corp., a private investment firm, since May 2010, a partner of Marneu Holding Company, a privately held investment company, since February 2007, and a director and officer of 111 John Realty Corp., a property management company, since December 1995. In addition, Mr. Katz is a managing member of K.F. Investors LLC, a privately held investment company, a position he has held since March 2007. Mr. Katz has served on the Board of Berkshire Bancorp, Inc. since June 2013. Mr. Katz served as an observer to our Board from September 2013 to February 2019. Key Experience, Skills and other Qualifications: Mr. Katz has extensive experience in investing, finance and corporate strategy. Mr. Katz brings to the Board knowledge of capital markets, risk management and corporate finance, all of which are considered important to our business. Jason New, Mr. New Key Experience, Skills and other Qualifications: Mr. New William G. Mr. Parrett currently serves as a director of The Blackstone Group L.P. Mr. Parrett is a member of the Board of Directors of New York Foundation for Senior Citizens. Mr. Parrett is a Certified Public Accountant with an active license. Key Experience, Skills and other Qualifications: Mr. Parrett has extensive experience in corporate finance, operations, strategic planning and management of international operations. Mr. Parrett is highly skilled in the fields of auditing, accounting and internal controls, and risk management. In addition, through his service on other public company boards, Mr. Parrett brings to the Board significant experience in corporate governance and the regulatory framework in which public companies must operate. DIRECTOR AND NOMINEE INDEPENDENCE The Board has determined that each of the following directors The Board has adopted Director Independence Standards for use in determining whether a director is independent. The Director Independence Standards are consistent with NYSE independence standards. The Board also uses the NYSE independence standards in determining whether members of specific committees are independent. The Director Independence Standards are part of our Corporate Governance Guidelines, which are posted on our website at http:// The Board recognizes that one of its key responsibilities is to determine the most appropriate leadership structure for our company and to The Board has established an Audit and Finance Committee, Executive Compensation Committee and Corporate Governance and Nominating Committee. Additionally, on December 4, 2018, the Board established a temporary Special Committee to assist the Board with consideration of strategic transactions. The Special Committee consisted of Messrs. Burgess, Continenza and Doheny, Chair, and was dissolved as of May 22, 2019. We describe below the composition and functions of, and number of meetings held during Board Committee Membership Audit and Finance Committee The current members of the Audit and Finance Committee are The Audit and Finance Committee assists the Board in overseeing and making recommendations to the Board on such matters as: the integrity of our financial statements; our compliance with legal and regulatory requirements; our independent registered public accounting firm’s selection, compensation, retention, performance and evaluation, including assessing the firm’s qualifications Corporate Governance and Nominating Committee The current members of the Executive Compensation Committee The current members of the Executive Compensation Committee are The Executive Compensation Committee assists the Board in fulfilling its responsibilities in connection with the compensation of our chief executive officer and Section 16 Executive Officers, including our named executive officers. The Executive Compensation Committee also reviews and makes recommendations to the Board from time to time regarding compensation of issuance under the plan or substantially modify the requirements as to eligibility for participation under the plans. In addition, the Chief Human Resources Officer is authorized to amend any award agreement and related documents under the plans, other than to increase the benefits accruing to a participant. Ethical business conduct and good corporate governance are well-established practices at Kodak. We practice good corporate governance and believe it to be a prerequisite to delivering sustained, long-term value to our shareholders. We continually monitor developments in the area of corporate governance to develop and implement best practices. Strong corporate governance is a fundamental goal of our Board. Our Corporate Governance Guidelines reflect the principles by which our Board operates. From time to time, the Board reviews and revises our Corporate Governance Guidelines in response to regulatory requirements and evolving best practices. Our Corporate Governance Guidelines are posted on our website at http:// BUSINESS CONDUCT GUIDE AND DIRECTORS’ CODE OF CONDUCT Our reputation and our brand have been built by more than a century of ethical business conduct. All of our employees, including the Meeting Attendance Our Board has a Director Attendance Policy that is part of our Corporate Governance Guidelines, which Executive Sessions Communications with Our Board Shareholders and interested parties who wish to communicate with the Board, the independent directors as a group or an individual director, may send an e-mail to our Executive Chairman at chairman@kodak.com or may send a letter to our Executive Chairman or to the independent directors c/o Consideration of Director Candidates The Governance Committee will consider nominations for director candidates recommended by its members, other Board members, management, shareholders and the search firms it retains. The Governance Committee reviews all potential candidates under our Director Selection Process and Qualification Standards described below. Shareholders wishing to recommend candidates for consideration by the Board 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 14650-0224: 1) the name, address and telephone number of the shareholder making the request; 2) the number of shares 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 shareholder or individual being recommended in any proposals or other business to be presented at the next Director Selection Process and Qualification Standards The Governance Committee is responsible for identifying, screening and recommending candidates for Board membership. When reviewing a potential candidate for the Board, the Governance Committee looks to whether the candidate possesses the necessary qualifications to serve as a director. To assist it in these determinations, the Governance Committee has adopted Director Qualification Standards and a Director Selection Process, which are posted as part of our Corporate Governance Guidelines on our website at http:// The Director Qualification Standards specify that, in addition to any other factors described in the Company’s Corporate Governance Guidelines, the Board should at a minimum consider the following factors, as more fully described in our Director Qualification Standards, in the nomination or appointment of members of the Board: integrity, reputation, judgment, knowledge, experience, maturity, commitment, skills, track record, diversity (including with respect to gender, race, ethnicity and sexual orientation), age, independence and ownership stake. The Governance Committee, in accordance with its Director Selection Process, will then consider the candidate’s qualifications in light of the needs of the Board and our company at that time, given the then-current mix of director Although the Governance Committee does not have a formal policy regarding the consideration of diversity in the selection of candidates, the Governance Committee considers diversity when evaluating possible nominees under our Director Qualification Standards, which provide that the Board should be a diverse body, with diversity reflecting gender, ethnic background, race, sexual orientation, country of citizenship and professional experience. In addition, the Governance Committee and the Board evaluate diversity as part of the Board’s Strategic Role of the Board The Board plays a key role in developing, reviewing and overseeing the execution of our business strategy. The Board receives progress reports from management throughout the year on the implementation of the strategic plan, including business segment performance and strategy reviews for each of our key businesses, product line reviews and presentations regarding research and development initiatives and our intellectual property portfolio. Succession Planning The entire Board reviews our succession plans for our Majority Voting for Directors Our By-laws provide for majority voting in uncontested director elections. We also maintain a Majority Vote Policy that 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 re-election as a director only those candidates who agree to execute such a letter upon his or her nomination. The Majority Vote Policy is posted on our website at http:// If a director nominee fails to receive a majority vote in an uncontested election, the 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 consider relevant factors, 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 us, the overall composition of the Board and whether accepting the resignation letter would cause us to fail to comply 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 this 90-day period, the resignation will not be effective until the next All Risk Management Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of our objectives, including strategic objectives, to improve long-term performance and enhance shareholder value. A fundamental part of risk management is not only identifying and prioritizing the risks we face and monitoring the steps management is taking to manage those risks, but also determining the level of risk that is appropriate for us. As an integral part of its review and approval of our strategic plan, the Board considers the appropriate level of risk that is acceptable. Through this process, the Board assesses risk throughout the Company, focusing on four primary risk categories: strategic, operational (including with respect to cybersecurity), legal/compliance and financial reporting. The Audit and Finance Committee is responsible for reviewing the results of our enterprise risk assessment on an annual basis. The Board also receives reports on management’s progress in mitigating key risks. The Board has delegated to its committees responsibility for the oversight of risk management in specific risk areas. For example, Risk management relating to our financial reporting (including internal controls). Risk management relating to our compensation programs and awards. Risk management relating to our capital structure. Risk management relating to our insurance and pension programs. REPORT OF THE AUDIT AND FINANCE COMMITTEE Management is responsible for our internal control over financial reporting, disclosure controls and procedures, and preparation of our consolidated financial statements. Our independent registered public accounting firm (independent accountants) During The Audit and Finance Committee discussed with the independent accountants the matters required to be discussed under auditing standards established from time to time by the PCAOB and by SEC rules. The Audit and Finance Committee has received from the independent accountants the written disclosures and letter required by the applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit and Finance Committee concerning independence. The Audit and Finance Committee discussed with the independent accountants their independence. The Audit and Finance Committee also received reports from our Chief Compliance Officer on the implementation and effectiveness of our compliance program. The Audit and Finance Committee discussed with the director of internal audit and independent accountants the plans for their audits. The Audit and Finance Committee met with the director of internal audit and independent accountants, with and without management present. The director of internal audit and independent accountants discussed with or provided to the Audit and Finance Committee the results of their examinations, and in the case of internal audit their evaluations of our internal control over financial reporting, disclosure controls and procedures, and the quality of our financial reporting. Based on these reviews, discussions and reports, the Audit and Finance Committee recommended that the Board approve the audited financial statements for inclusion in our Annual Report on Form 10-K for the year ended December 31, The Audit and Finance Committee, with the approval of the Board and the ratification of our shareholders, appointed PwC as our independent accountants William G. Parrett, Chair The James V. Continenza – Executive Jeffrey J. Clarke - Former Chief Executive Officer Roger W. Byrd – General Counsel, Secretary and David E. Bullwinkle – Chief Financial Officer, President, Eastman Business Park, and Senior Vice President Eric-Yves Mahe – Former President, Brand, Film and Imaging Division, and Former Senior Vice President Messrs. Clarke and Mahe separated from the Company effective February 20, 2019 and August 25, 2019, respectively, but are Base Salary The employment agreements. The base salary for Mr. Long-Term Incentive Compensation The vesting schedule for the stock options was as follows: (1) 50% of each tranche vested on the grant date; and (2) the remaining 50% of each tranche vested in four substantially equal instalments on May 20, 2019, August 20, 2019, November 20, 2019, and February 20, 2020. Pursuant to the terms of the award agreements, upon the consummation of a change in control under the Plan, any unvested options immediately become vested, provided Mr. Continenza remains employed through and including the consummation of such change in control. On May 24, 2019, we closed a sale of convertible notes that resulted in the Pursuant to his employment agreement, Mr. Employment Agreements James V. Continenza We employ Mr. Continenza under an employment agreement effective February 20, 2019 with a scheduled term ending February 19, 2021. The employment agreement provides Mr. Continenza the following: The vesting schedule for the stock options was as follows: (1) 50% of each tranche vested on the 2019, and February 20, 2020; provided, however, upon the The employment agreement provides that The employment Eligibility to Jeffrey J. Clarke We An annual base salary of $1 million; Participation in our EXCEL Plan, with an annual target opportunity of 100% of base salary and a maximum of 200% of target; A Participation in all benefit plans, policies and arrangements that are provided to employees Mr. Clarke Roger W. Byrd We provide Mr. Byrd a special severance plan pursuant to a letter agreement dated May 31, 2018. Under this letter agreement, if Mr. Byrd’s employment is terminated without cause, he would be eligible to receive (less applicable withholding) an amount equal to his annual base salary. Eligibility to receive the severance benefits payable in connection with termination without cause is subject to execution of a general release and covenant not to sue in favor of us. David E. Bullwinkle We An annual base salary of $400,000, which the Committee increased to $460,000 effective Participation in our EXCEL Plan with an annual target opportunity of 65% of base salary and a maximum of 200% of target; Participation in all benefit plans, policies and arrangements that are provided to employees An amount equal to his annual base Eligibility to receive the Eric-Yves Mahe We An annual base salary of SGD Participation in our EXCEL Plan, with an annual target opportunity of 50% of base salary, which the Executive Compensation Committee increased to 60% in June 2018, and a maximum of 200% of target; A grant of restricted stock units and stock options having an aggregate grant date fair value of $250,000, which the Executive Compensation Committee increased to $350,000 beginning in 2016; A housing allowance and travel expenses under local Singapore practice; Participation in all benefit plans, policies and arrangements that are provided to employees under local Singapore Exercise or Equity Tax-Qualified Retirement Employees’ Savings and Investment Plan (SIP) We offer a tax-qualified 401(k) defined contribution plan known as the Employees’ Savings and Investment Plan (SIP) for all U.S. employees. Employer contributions to SIP were frozen as of January 1, 2015. Kodak Retirement Income Plan (KRIP) We fund a tax-qualified defined benefit pension plan known as the Kodak Retirement Income Plan (KRIP) for all U.S. employees. Effective January 1, 2000, we amended KRIP 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 U.S. employees hired on or after March 1, On January 1, 2015, we froze all benefit accruals in the traditional component of KRIP for all participants. Beginning on that date, all future accruals in KRIP 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 7% or 8%, as applicable, 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). Non-Qualified Except for Mr. Effective December 26, 2013, we adopted the Deferred Compensation Plan for Directors, which allows non-employee directors to defer some or all of their Board Retainer and RSU awards into a phantom stock account. Mr. Continenza received a grant of 88,029 RSUs on January 8, 2019 for his service as a director and prior to his appointment as our Executive Chairman, all of which were deferred under this plan. The Termination For Termination For This table includes This column represents outstanding awards of The This stock option was granted on February 20, 2019 in four tranches with separate exercise prices. Fifty percent of each tranche vested on the grant date and the first of four substantially equal installments of the remaining 50% of each tranche vested on May 20, 2019. Pursuant to the terms of the award agreements, upon the consummation of a change in control, any unvested options immediately become vested, provided Mr. consummation of such change in control. On May 24, 2019, we closed a sale of convertible notes that resulted in the occurrence of a change in control under the award agreements. As a result, all of Mr. These RSUs were granted on January 8, 2019 and vested on the This stock option was granted on March 12, 2018 and was to vest in substantially equal installments on the This stock option was granted on March 30, 2017 and the first of three substantially equal installments vested onMarch 12, 2018, the second installment was to vest on March 12, 2019, and the third installment was to vest on March 12, 2020. Pursuant to his amended and restated employment agreement and his separation agreement, upon Mr. This stock option was granted January 16, 2019 and will vest in substantially equal installments on the first, second and third anniversaries of This stock option was granted on September 14, 2017 and the first two of three substantially equal installments vested on September 14, 2018 and September 14, 2019, and the third installment will vest on the third anniversary of the grant date. These RSUs were granted on January 16, 2019 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date. This stock option was granted on December 4, 2018 and the first of three substantially equal installments vested on December 4, 2019. The second and third installments will vest on the second and third anniversaries of the grant date. These RSUs were granted on December 4, 2018 and the first of three substantially equal installments vested on September 3, 2019. The second and third installments will vest on September 3, 2020 and September 3, 2021. This stock option was granted on June 11, 2018 and the first of three substantially equal installments vested on June 11,2019. Upon Mr. This stock option was granted on April 28, 2018 and the first of three substantially equal installments vested on April 28, 2019. Upon Mr. Mahe’s termination of employment on August 25, 2019, the second installment immediately vested and the third installment was forfeited. This stock option was granted on April 28, 2017 and the first two of three substantially equal installments vested on April 28, 2018 and April 28, 2019. Upon Mr. Mahe’s termination of employment on August 25, 2019, the third installment immediately vested. Introduction Historically, our directors have been compensated through a combination of cash retainers and The following table reflects the amounts to be paid or granted to directors for a full year of service, and not the amounts actually granted, which are reflected in the 2019 Director Compensation Table below, and in the case of Mr. Continenza, in the “Summary Compensation Table” above. Mr. Burgess ceased being a member of the Board effective May 22, 2019. Mr. Continenza became our Executive Chairman effective February 20, 2019. Refer to the “Summary Compensation Table” above for compensation earned by Mr. Continenza in 2019 as a member of the Board. Mr. Doheny ceased being a member of the Board effective May 22, 2019. Mr. Katz was appointed to the Board on February 20, 2019 and was appointed Chair of the Executive Compensation Committee effective May 22, 2019. 2019 Director Compensation Table Our non-employee directors received the following compensation in Aggregate Stock and Option Awards Outstanding at Fiscal Year End Deferred Compensation Effective December 26, 2013, we adopted the Deferred Compensation Plan for Directors, which allows non-employee directors to defer some or all of their Board Retainer and restricted stock unit awards into a phantom stock account. Pursuant to this plan, the following directors elected to defer Expense Reimbursement We reimburse our directors for reasonable travel expenses incurred in connection with attending Board, PROPOSAL 2 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS Our named executive officers are identified in the RESOLVED, that the shareholders approve the compensation of Eastman Kodak Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Company’s Proxy Statement for the In order to be approved on an advisory basis, this proposal must receive the affirmative vote of the majority of votes The Board of Directors recommends you vote FOR the advisory resolution approving the compensation of our named executive PROPOSAL 3 PROPOSAL 3 - ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS In Proposal 2 above, we are asking shareholders to vote on an advisory resolution on the compensation of our named executive officers (the “say-on-pay” vote). Pursuant to Section 14A of the Exchange Act, in this Proposal 3, we are asking shareholders to provide an advisory vote on whether future say-on-pay votes should occur every year, every two years or every three years. You also may abstain from voting. Shareholders will have an opportunity to cast an advisory vote on the frequency of future say-on-pay votes at least every six years. Shareholder approval of the frequency of advisory shareholder votes on compensation of the named executive officers is being sought through the following resolution: RESOLVED, that the shareholders advise that an advisory resolution with respect to executive compensation should be presented to the shareholders every one, two, or three years as reflected by their votes for each of these alternatives in connection with this resolution. Our Board of Directors understands that there are different views as to what is an appropriate frequency for advisory votes on named executive officer compensation. After careful consideration, the Board is recommending that future say-on-pay votes occur every year. We believe that this frequency is appropriate because it provides shareholders with an opportunity to express their opinion annually as to named executive officer compensation, because it may change from year to year. Unless we modify our policy regarding the frequency of future say-on-pay votes, including after consideration of the outcome of this advisory vote, we expect that our next say-on-pay vote will occur in 2021. This advisory vote is non-binding on us, our Board and the Executive Compensation Committee of the board of directors, and may not be construed as overruling any decision made by the Board. However, the Board and the Executive Compensation Committee will consider the voting results on this proposal in determining the frequency of future say-on-pay votes. Shareholders will be able to specify one of four choices for this proposal on the proxy card: ONE YEAR, TWO YEARS, THREE YEARS, or ABSTAIN. The outcome of this vote will be determined by a plurality of the votes cast. This means that the frequency that receives the most affirmative votes will be the frequency approved by our shareholders. Withheld votes, abstentions and broker non-votes will have no effect on the outcome of this matter. The Board of Directors unanimously recommends that the shareholders vote ONE YEAR so that the frequency of voting on the compensation of our named executive officers occurs every year. PROPOSAL 4 PROPOSAL 4 – APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2013 OMNIBUS INCENTIVE PLAN You are being asked to approve the amendment and restatement of the Company’s 2013 Omnibus Incentive Plan (the Amended Plan) to: 1) increase the maximum number of shares of common stock of the Company available for grant to participants pursuant to awards under the Amended Plan; 2) remove the provisions with respect to the performance-based compensation exception under Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the Code), which was eliminated by the Tax Cuts and Jobs Act (the Tax Act), for tax years beginning after December 31, 2017, while retaining the annual limits on awards that may be granted; and 3) reduce the maximum aggregate grant date fair value of awards in respect of a calendar year that may be granted to a member of the Board of Directors. On April 2, 2020, the Board of Directors approved the Amended Plan and the submission of the Amended Plan to the shareholders for their approval. Approval of the Amended Plan by shareholders will enable the Company to continue to grant equity awards to employees and directors of the Company. Approval of the Amended Plan requires the affirmative vote of a majority of the votes cast at the Annual Meeting by holders entitled to vote thereon. The Amended Plan provides for the grant of various types of equity awards (Options, Stock Appreciation Rights (SARs), Restricted Stock Awards, Restricted Stock Units (RSUs), Other Stock-Based Awards and cash awards). The 2013 Omnibus Incentive Plan (the Plan) originally became effective as of September 3, 2013, was amended to increase the maximum number of shares available for grant effective May 22, 2018, and was further amended to increase the limit on the number of options or stock appreciation rights that may be granted to an employee in any calendar year on February 20, 2019. The closing stock price of a share of the Company’s common stock as reported on the NYSE on April 1, 2020 was $1.65. The Plan currently provides that the maximum number of shares available for grant to participants pursuant to awards under the Plan is 5,792,480 shares. The Amended Plan would increase this maximum number of available shares to 8,000,000 shares. The Plan currently provides that awards may be in the form of performance-based compensation awards. The Plan sets forth the types of performance goals and the procedural requirements to permit the Company to grant performance-based compensation awards that comply with the performance-based compensation exception under Section 162(m) of the Code. The Amended Plan would remove the provisions with respect to the performance-based compensation exception under Section 162(m) of the Code, which was eliminated by the Tax Act, but, for the avoidance of doubt, would continue to permit the granting of awards subject to achievement of performance conditions. The Plan currently provides that the maximum aggregate grant date fair value of awards made to a member of the Board of Directors in a single calendar year may not exceed $900,000. The Amended Plan would reduce this limit to $450,000. The Amended Plan would also extend the term of the Plan to May 20, 2030. The following summary of the Amended Plan is qualified in its entirety by the terms of the Amended Plan document, a copy of which is attached to this Proxy Statement as Appendix A. Purpose The purpose of the Amended Plan is to attract, retain and motivate officers, employees, and non-employee directors providing services to the Company or any of its subsidiaries or affiliates and to promote the success of the Company’s business by providing such persons with appropriate incentives. Administration The Executive Compensation Committee (the Committee) will administer the Amended Plan. However, if a Committee member does not meet the following requirements, the Committee may delegate some or all of its functions to another committee that meets these requirements. Generally, the Committee must consist of two or more directors, each of whom is: 1) an independent director under the listing requirements of the NYSE; and 2) a non-employee director within the meaning of Rule 16b-3 under the Exchange Act. Eligibility for Participation The following persons are eligible to participate in the Amended Plan: All employees of the Company, any of its 50% or more owned subsidiaries or any of its affiliates; and The non-employee directors of the Company. The selection of those employees who will receive awards is entirely within the discretion of the Committee. There are currently approximately 4,538 employees who are eligible to participate in the Amended Plan, together with the Company’s six non-employee directors. Types of Awards The Amended Plan authorizes the grant of: Nonqualified and Incentive Stock Options; SARs; Restricted Stock Awards and RSUs; Dividend Equivalent Rights; Other Stock-Based Awards (stock-based awards granted either as freestanding grants or payments of earned performance awards); and Cash awards (including, without limitation, retainers and meeting-based fees). Termination and Amendment of the Amended Plan The Committee may from time to time amend, alter, suspend, discontinue or terminate the Amended Plan in any respect whatsoever, including in any manner that adversely affects the rights, duties or obligations of any participant; provided that, subject to the provisions of the Amended Plan regarding adjustments in authorized shares in the case of certain corporate events or transactions, or as otherwise specifically provided in the Amended Plan, no amendment shall materially adversely impair the rights of a participant under any award without the participant’s consent. Shareholder approval will be required for any amendment to the Amended Plan that: (i) increases the number of shares available under the Amended Plan (other than an increase permitted under Article 5 of the Amended Plan); (ii) expands the types of awards available under the Amended Plan; (iii) materially extends the term of the Amended Plan; (iv) materially changes the method of determining the option price or grant price per share for SARs; or (v) except as permitted pursuant to Article 14 of the Amended Plan, reduces the option price or grant price per share, as applicable, of any outstanding Options or SARs. Available Shares Subject to adjustment as provided in Article 14 of the Amended Plan, the maximum number of shares available for grant to participants pursuant to awards under the Amended Plan shall be equal to 8,000,000 shares. The number of shares available for granting Incentive Stock Options under the Amended Plan shall not exceed 2,000,000. The shares available for issuance under the Amended Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. The share reserve under the Amended Plan is increased by: (i) any shares delivered to the Company or withheld by the Company in payment or satisfaction of the tax withholding obligation of an award; and (ii) any shares underlying awards that expire, are forfeited, cancelled or otherwise terminated without the issuance of the shares, or are otherwise settled for cash. The aggregate number of shares will not be reduced by shares granted by the Company in assumption of, or exchange for, awards granted by another company as a result of a merger or consolidation. The number of shares under the Amended Plan may be adjusted for changes in the Company’s capital structure, such as a stock split or merger. The number of shares granted under the Amended Plan will be determined as follows: (i) each Restricted Stock Award, RSU and similar award will count as one share; and (ii) each Option, SAR and similar award will count as a fraction of a share, based on the financial value of each such award relative to a share, as determined by the Committee promptly after the effective date of the Amended Plan. Award Limits The maximum number of shares for which Options or SARs may be granted to any one employee during any calendar year is 2,000,000 shares. The aggregate fair market value of shares with respect to which Incentive Stock Options are exercisable for the first time by an eligible employee during any calendar year under all stock option plans of the Company and of any subsidiary may not exceed $100,000. The aggregate awards to any one non-employee director for any calendar year may not exceed a number of awards with a grant date fair value of $450,000. Grants to Non-U.S. Employees To facilitate the granting of awards to participants who are employed outside of the United States, the Amended Plan authorizes the Committee to modify and amend the terms and conditions of an award to accommodate differences in local law, policy or custom. Stock Options The Committee may grant awards in the form of Options to purchase shares of the Company’s common stock. For each Option grant, the Committee will determine the number of shares subject to the Option and the manner and time of the Option’s exercise, provided that no Option will be exercisable after ten years from the date of its grant. The Committee may condition the grant of Options or the vesting of Options upon the participant’s achievement of one or more performance goals (including the participant’s provision of services for a designated time period). The exercise price of an Option may not be less than the fair market value of the Company’s common stock on the date the Option is granted. Upon exercise, a participant may pay the exercise price in cash, shares of common stock, a combination thereof or such other consideration as the Committee determines. Any Option granted in the form of an Incentive Stock Option is intended to satisfy the requirements of Section 422 of the Code. Stock Appreciation Rights The Committee may grant SARs either in tandem with an Option (Tandem SARs) or independent of an Option (Freestanding SARs). A Tandem SAR may be granted at the time of the grant of the related Option. A Tandem SAR will be exercisable to the extent its related Option is exercisable, and the exercise price of such a SAR may not be less than the fair market value of the Company’s common stock on the date the SAR is granted. Upon the exercise of an Option as to some or all of the shares covered by the award, the related Tandem SAR will automatically be cancelled to the extent of the number of shares covered by the Option exercise. Upon the exercise of all or a portion of a Tandem SAR, an equivalent portion of the related Option will be forfeited. The Committee will determine the number of shares subject to a Freestanding SAR and the manner and time of the SAR’s exercise. Freestanding SARs must be granted for a term of ten years or less and may generally have the same terms and conditions as Options. The exercise price of a Freestanding SAR may not be less than the fair market value of the Company’s common stock on the date of grant. Other Awards Awards may be granted in the form of Restricted Stock Awards, RSUs and Other Stock-Based Awards. These awards are subject to such terms, restrictions and conditions as the Committee may determine, including the participant’s achievement of one or more performance goals (including the participant’s provision of services for a designated time period). Participants receiving a Restricted Stock Award, unless otherwise provided in the award agreement, shall have the right to vote and receive dividends on the shares underlying such award during the restriction period. At the end of the restriction period, the restrictions imposed under the Plan and under the award agreement shall lapse with respect to the number of shares underlying the Restricted Stock Award as determined by the Committee, and such number of shares shall be delivered to the participant. Participants receiving RSUs will have only the rights of a general unsecured creditor of the Company and no rights as a shareholder of the Company until delivery of shares, cash or other securities or property is made as specified in the applicable award agreement. On the delivery date specified in the award agreement, with respect to each RSU not previously forfeited or terminated, the participant will receive one share, cash or other securities or property equal in value to a share or a combination thereof, as specified by the Committee. Dividend Equivalent Rights For Restricted Stock Awards, RSUs and Other Stock-Based Awards, the Committee may include as part of the award an entitlement to receive Dividend Equivalent Rights. In the event such a provision is included in an award agreement, the Committee will determine whether such payments will be made in cash, in shares or in another form, whether they will be conditioned upon the exercise of the award to which they relate, the time or times at which they will be made and such other terms and conditions as the Committee will deem appropriate. Participants receiving Dividend Equivalent Rights will have only the rights of a general unsecured creditor of the Company until payment of such amounts is made as specified in the applicable award agreement. No Dividend Equivalent Rights will be paid at a time when any performance-based goals that apply to the Dividend Equivalent Rights or award granted in connection with the Dividend Equivalent Rights have not been satisfied and will revert back to the Company if such goals are not satisfied. Other Terms Awards, other than Options or Restricted Stock Awards, may be paid in cash, shares, a combination of cash and shares, or any other form of property as the Committee may determine. Adjustments in Authorized Shares and Outstanding Awards In the event of any corporate event or transaction involving the Company, a subsidiary and/or an affiliate (including, but not limited to, a change in the shares of the Company or the capitalization of the Company), the Committee, to prevent dilution or enlargement of participants’ rights under the Amended Plan, shall substitute or adjust (in each case in such manner as it deems equitable and appropriate): The number and kind of shares or other property (including cash) that may be issued under the Amended Plan or under particular forms of awards; The number and kind of shares or other property (including cash) subject to outstanding awards; The option price, grant price or purchase price applicable to outstanding awards; Any individual award limits; and/or Other value determinations applicable to the Amended Plan or outstanding awards. Change of Control Upon the occurrence of a change of control of the Company, the Committee shall make one or more of the following adjustments to the terms and conditions of outstanding awards to the extent determined by the Committee to be permitted under Section 409A of the Code: continuation or assumption of such outstanding awards under the Amended Plan by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; substitution by the surviving company or corporation or its parent of awards with substantially the same terms for such outstanding awards; accelerated exercisability, vesting and/or lapse of restrictions under outstanding awards immediately prior to the occurrence of such event; upon written notice, provide that any outstanding awards must be exercised, to the extent then exercisable, during a reasonable period of time immediately prior to the scheduled consummation of the event, or such other period as determined by the Committee (contingent upon the consummation of the event), and at the end of such period, such awards shall terminate to the extent not so exercised within the relevant period; cancellation of all or any portion of outstanding awards for fair value (as determined in the sole discretion of the Committee and which may be zero) which, in the case of Options and SARs and similar awards, if the Committee so determines, may equal the excess, if any, of the value of the consideration to be paid in the Change of Control transaction to holders of the same number of shares subject to such awards (or, if no such consideration is paid, fair market value of the shares subject to such outstanding awards or portion thereof being canceled) over the aggregate option price or grant price, as applicable, with respect to such awards or portion thereof being canceled (which may be zero); or such other adjustment as determined appropriate by the Committee. Clawback/Recoupment Awards under the Amended Plan shall be subject to the clawback or recoupment policy, if any, that the Company may adopt from time to time, whether before or after the grant of such awards, to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that the awards be repaid to the Company after they have been distributed or paid to the participant. New Plan Benefits The following table reflects the benefits or amounts that will be received by or allocated to the following listed individuals and specified groups under the Amended Plan as of March 26, 2020. Aggregate Awards Granted The following table sets forth information with respect to the number of shares subject to awards previously granted to the following listed individuals and specified groups under the Plan since its inception through March 26, 2020, our record date: The following is a summary of certain U.S. federal income tax consequences of participating in the Amended Plan. This discussion does not purport to be a complete statement of all aspects of the U.S. federal income tax consequences in this area, including any state, local or foreign tax consequences of participating in the Amended Plan. This section is based on the Code, its legislative history, existing and proposed regulations under the Code and published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. Incentive Stock Options A participant will not be subject to tax upon the grant of an Incentive Stock Option (ISO) or upon the exercise of an ISO. However, the excess of the fair market value of the shares on the date of exercise over the exercise price paid will be included in a participant’s alternative minimum taxable income. Whether a participant is subject to the alternative minimum tax will depend on the participant’s particular circumstances. The participant’s basis in the shares received will be equal to the exercise price paid, and the participant’s holding period in such shares will begin on the day following the date of exercise. If a participant disposes of the shares on or after the later of: 1) the second anniversary of the date of grant of the ISO and 2) the first anniversary of the date of exercise of the ISO (the statutory holding period), the participant will recognize a capital gain or loss in an amount equal to the difference between the amount realized on such disposition and the participant’s basis in the shares. If the participant disposes of the shares before the end of the statutory holding period, the participant will have engaged in a “disqualifying disposition.” As a result, the participant will be subject to tax: 1) on the excess of the fair market value of the shares on the date of exercise (or the amount realized on the disqualifying disposition, if less) over the exercise price paid, as ordinary income and 2) on the excess, if any, of the amount realized on such disqualifying disposition over the fair market value of the shares on the date of exercise, as capital gain. If the amount a participant realizes from a disqualifying disposition is less than the exercise price paid (i.e., the participant’s basis) and the loss sustained upon such disposition would otherwise be recognized, a participant will not recognize any ordinary income from such disqualifying disposition and instead the participant will recognize a capital loss. In the event of a disqualifying disposition, subject to applicable provisions of the Code, including Section 162(m), the Company will be entitled to a deduction in the same amount. Income tax withholding and employment taxes do not apply upon the exercise of an ISO or upon any subsequent disposition, including a disqualifying disposition, of shares acquired pursuant to the exercise of the ISO. Nonqualified Stock Options The participant will not be subject to tax upon the grant of an Option which is a Nonqualified Stock Option. Upon exercise of a Nonqualified Stock Option, an amount equal to the excess of the fair market value of the shares acquired on the date of exercise over the exercise price paid is taxable to the participant as ordinary income, and subject to applicable provisions of the Code, including Section 162(m), the Company will be entitled at that time to a deduction in the same amount. This amount of income will be subject to income tax withholding and employment taxes. The participant’s basis in the shares received will equal the fair market value of the shares on the date of exercise, and the participant’s holding period in such shares will begin. Restricted Stock Awards, Restricted Stock Units and Other Stock-Based Awards A participant normally will not recognize taxable income and the Company will not be entitled to a deduction upon the grant of Restricted Stock Awards, RSUs or Other Stock-Based Awards. When the Restricted Stock Award vests or the RSUs settle or the Other Stock-Based Awards are paid or settle, the participant will recognize taxable ordinary income in an amount equal to the fair market value of the shares or other property received at that time, less the amount, if any, paid for the shares, and, subject to applicable provisions of the Code, including Section 162(m), the Company will be entitled at that time to a deduction in the same amount. However, a participant may elect to recognize taxable ordinary income in the year a Restricted Stock Award is granted in an amount equal to the excess of their fair market value at the grant date, determined without regard to certain restrictions, over the amount, if any, paid for the shares. In that event, subject to applicable provisions of the Code, including Section 162(m), the Company will be entitled to a deduction in such year in the same amount. Any gain or loss realized by the participant upon the subsequent disposition of shares received will be taxed as short-term or long-term capital gain or loss, but will not result in any further deduction for the Company. Limitation on Income Tax Deduction Section 162(m) of the Code places a $1,000,000 annual limit on the compensation deductible by the Company that is paid to an individual who is a covered employee. Tax Withholding The Company shall have the power and the right to deduct or withhold (or cause to be deducted or withheld) from any amount deliverable under an award or otherwise (including shares otherwise deliverable), or require a participant to remit to the Company, the minimum statutory amount to satisfy federal, state and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan. With respect to required withholding, participants may elect (subject to the Company’s automatic withholding right set out above) to satisfy the withholding requirement, in whole or in part, (i) by having the Company withhold shares or (ii) through an independent broker-dealer arrangement to sell a sufficient number of shares, in each case, having a fair market value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. EQUITY COMPENSATION PLAN INFORMATION Information as of December 31, 2019 regarding the Company’s equity compensation plans is summarized in the following table: For the purposes of the number of shares available under the Plan, each stock option counts as a fraction of a share, based on the financial value of the stock option relative to a share. The First Amendment to the Plan was approved by shareholders on May 22, 2018 and added 1,000,000 shares to the share reserve. The information in this row represents the portion of the Plan approved by shareholders of the Company. The Plan was approved by the Bankruptcy Court pursuant to the Plan of Reorganization, the material terms of which were summarized in the Company’s Current Report on Form 8-K filed on September 10, 2013, and a copy of which was filed with the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013. Approval of the amendment and restatement of the Company’s 2013 Omnibus Incentive Plan requires the affirmative vote of a majority of the votes cast by the holders of shares entitled to vote. The Board of Directors recommends a vote FOR the approval of the amendment and restatement of the Company’s 2013 Omnibus Incentive Plan. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT BENEFICIAL SECURITY OWNERSHIP OF MORE THAN 5% OF THE COMPANY’S SHARES The table below presents certain information as of March Number of 2,000,000(7) 100% James Continenza has served as our Executive Chairman since February 2019 and was previously a Board member. The amount shown includes presently exercisable options to purchase 2,050,000 shares of our common stock. Mr. Continenza also has 241,589 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors. George Karfunkel reports sole voting and dispositive power with respect to GKarfunkel Family LLC (Family LLC) and Henry Reinhold, the sole manager of the Family LLC, have sole voting and dispositive power with respect to 2,380,154 Philippe Katz has an indirect ownership interest in 1,569,870 shares held by Momar Corporation and 48,875 shares held by 111 John Realty Corp., each an entity in which Mr. Katz has an ownership interest; 7,598 shares held by United Equities Commodities Company (United Equities), an entity of which Mr. Katz is a general partner; 87,720 shares held by Marneu Holding Company (Marneu), an entity of which Mr. Katz is a partner; and 2,522,011 shares held by K.F. Investors (KF Investors), an entity of which Mr. Katz is a managing member and a greater than 5% holder of our shares as reported in this table. Mr. Katz is the son-in-law of Moses Marx, a greater than 5% holder of our shares as reported in this table. KF Investors has sole voting and dispositive power over these shares. KF Investors, Moses Marx and the other entities referenced in footnote 7 have agreed to act as a “group” within the meaning of Section 13(d)(3) of the Exchange Act. This information is based on Amendment No. 2 to Schedule 13D filed jointly by KF Investors, Mr. Marx and the entities described in footnote 7 on December 4, 2019 and Section 16 reports filed with the SEC by KF Investors. Moses Marx has shared voting and dispositive power over 3,139,741 shares of our common stock held by Momar Corporation, of which Mr. Marx serves as president, and 1,519,646 shares held by United Equities, Southeastern BENEFICIAL SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS The table below presents certain information as of March Under the rules of the SEC, “beneficial ownership” is deemed to include shares for which an individual, directly or indirectly, has or shares voting or dispositive power, whether or not they are held for the individual’s benefit, and includes shares that may be acquired within 60 days, including, but not limited to, the right to acquire shares by the exercise of We have omitted percentages of less than 1% from the table. Mr. Engelberg is the managing member of Additive Advisory and Capital, LLC, which receives management fees from C2W Partners Master Fund Limited, The amount shown includes Mr. Katz has an indirect ownership interest in 1,569,870 shares held by Table of Contents CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Our Board has adopted written policies and procedures relating to approval or ratification of “interested transactions” with “related parties.” Under these policies and procedures, which are posted on our website at http:// Under the Board’s policies and procedures, an “interested transaction” is any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness), in which the aggregate amount involved will or may be expected to exceed $100,000, director or board observer (even if the person does not presently serve in that role), a beneficial owner of greater than 5% of our common stock or any immediate family member of any of the foregoing. Immediate family member includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee). The Board has granted standing pre-approval or ratification for the categories of interested transactions described below. In addition, any interested transaction with a related party in which the aggregate amount involved is expected to be less than $120,000 may be pre-approved by the Chair of the Governance Committee. Pre-approved interested transactions include: Employment of Section 16 Executive Officers either if the related compensation is required to be reported or if the Section 16 Executive Officer is not an immediate family member of another Section 16 Executive Officer or a director, and the related compensation would be reported if the Section 16 Executive Officer was a “Named Executive Officer” and our Executive Compensation Committee approved (or recommended that the Board approve) such compensation. Any compensation paid to a director if the compensation is required to be reported. Any transaction with another company with which a related person’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenues. Any charitable contribution, grant or endowment by our company to a charitable organization, foundation or university with which a related person’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the greater of $1 million or 2% of the charitable organization’s total annual receipts. Any transaction where the related person’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis (e.g., dividends). Any transaction involving a related party where the rates or charges involved are determined by competitive bids. Any transaction with a related party involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority. Any transaction with a related party involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture or similar services. The Governance Committee reviews pre-approved transactions at its regularly scheduled Messrs. Karfunkel Messrs. PRINCIPAL ACCOUNTING FEES AND SERVICES The following fees were approved by the Audit and Finance Committee and were billed by PricewaterhouseCoopers LLP (PwC), our independent registered public accounting firm (independent accountants), for services rendered in The audit fees in 2019 related primarily to the annual audit of our consolidated financial statements included in our Annual Report on Form 10-K, quarterly reviews of interim financial statements included in our Quarterly Reports on Forms 10-Q, and statutory audits of certain of our subsidiaries. The audit fees in 2018 related primarily to the annual audit of our consolidated financial statements (including Section 404 internal control assessment under the Sarbanes-Oxley Act of 2002) included in our Annual Tax fees in All other fees for POLICY REGARDING PRE-APPROVAL OF SERVICES PROVIDED BY OUR INDEPENDENT ACCOUNTANTS The Audit and Finance Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy (the Pre-Approval Policy) requiring the The Pre-Approval Policy provides for the general pre-approval of specific types of audit, audit-related, tax and other permissible non-audit services and annual approval of a budget for such services. As set forth in the Pre-Approval Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit and Finance Committee. In addition, any proposed services exceeding pre-approved budgeted amounts will also require specific pre-approval by the Audit and Finance Committee. The independent accountant is required to report quarterly to the Audit and Finance Committee regarding the extent of services provided in accordance with their pre-approval and the fees for the services performed to date. The Pre-Approval Policy also delegates to the Audit and Finance Committee’s Chair the authority to pre-approve specific engagements or changes to engagements when it is not practical to bring the matter before the Committee as a whole. The Audit and Finance Committee may not delegate its responsibilities to pre-approve services performed by the independent accountant to management or to others. In 2019 and 2018, the Audit and Finance Committee pre-approved all services performed by PwC. PROPOSAL 5 The Audit and Finance Committee is directly responsible for the selection, compensation, retention, performance and evaluation of our independent registered public accounting firm. The Audit and Finance Committee Previously, PricewaterhouseCoopers LLP The audit reports of PwC on the During the Company's fiscal years ended December 31, 2019 and December 31, 2018 and through March 24, 2020, there were no: (i) disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PwC would have caused PwC to make reference thereto in its reports on the financial statements of the Company for such years, or (ii) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K. On March 26, 2020, the Company engaged Ernst & Young LLP as auditors for the Company, effective as of such date. The engagement of Ernst & Young LLP was approved by the Audit and Finance Committee. During the fiscal years ended December 31, 2019 and December 31, 2018 and through March 26, 2020, neither the Company nor anyone on the Company's behalf consulted Ernst & Young LLP regarding any of the matters referred to in Item 304(a)(2)(i) or (ii) of Regulation S-K. A representative of As a matter of good corporate governance, the Audit and Finance Committee has determined to submit its selection of the independent registered public accounting firm to our shareholders for ratification. In the event that the selection of The ratification of the Audit and Finance Committee’s selection of The Board of Directors recommends a vote FOR ratification of the Audit and Finance Committee’s selection of By Order of the Board of Directors 1.2Purpose. The purpose of this Plan is to attract, retain and motivate officers, employees, and non-employee directors providing services to the Company, any of its Subsidiaries, or Affiliates and to promote the success of the Company’s business by providing Participants with appropriate incentives. Article 2.Definitions For purposes of the Plan, the following terms have the meanings set forth below: 2.1“Affiliate”means any entity that the Company, either directly or indirectly, is in common control with, is controlled by or controls, or any entity in which the Company has a substantial equity interest, direct or indirect;provided,however, to the extent that Awards must cover “service recipient stock” in order to comply with Section 409A, “Affiliate” shall be limited to those entities which could qualify as an “eligible issuer” under Section 409A. 2.2“Award”means any award that is granted under the Plan. 2.3“Award Agreement” means a written or electronic agreement setting forth the terms and provisions applicable to an Award granted under this Plan. 2.4“Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such terms in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. 2.5“Board” means the Board of Directors of the Company. 2.6“Cause”means (i) with respect to a Participant employed pursuant to a written employment agreement that includes a definition of “Cause”, “Cause” as defined in such agreement or (ii) with respect to any other Participant, the occurrence of any of the following: For purpose of this definition, no act or failure to act by the Participant shall be considered "willful" unless done or omitted to be done by the Participant in bad faith and without reasonable belief that the Participant’s action or omission was in the best interests of the Company, any of its Subsidiaries, or Affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the 2.7“Change of Control”, unless otherwise specified in the Award Agreement, means the occurrence of any of the following events: Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 50% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding;providedthatif after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person (and in all cases results in beneficial ownership of more than 50% of the Company Voting Securities), a Change of Control shall then occur. 2.8“Code”means the U.S. Internal Revenue Code of 1986, as amended from time to time. 2.9“Committee”means the Executive Compensation Committee of the Board (as constituted from time to time, and including any successor committee) or any other committee designated by the Board to administer this Plan. To the extent applicable, the Committee shall have at least two members, each of whom shall be (i) a Non-Employee Director and (ii) an “independent director” within the meaning of the listing requirements of the New York Stock Exchange. 2.10“Company”means Eastman Kodak Company, a New Jersey corporation, and any successor thereto. 2.11“Director”means a member of the Board who is not an Employee. 2.12“Dividend Equivalent Right”means a dividend equivalent right underArticle 10of the Plan. 2.13“Effective Date”means the date set forth inSection 16.19. 2.14“Employee”means an officer or other employee of the Company, a Subsidiary or Affiliate, including a member of the Board who is an employee of the Company, a Subsidiary or Affiliate. 2.15“Exchange Act”means the Securities Exchange Act of 1934, as amended from time to time. 2.16“Fair MarketValue”means, as of any date, the per-Share value determined as follows: 2.17“Good Reason”means (i) with respect to a Participant employed pursuant to a written employment agreement that includes a definition of “Good Reason”, “Good Reason” as defined in such agreement or (ii) with respect to any other Participant, in the absence of written consent of such Participant, the occurrence of any of the following: Notwithstanding the foregoing, a termination for Good Reason shall not have occurred unless (i) the Participant gives written notice to the Company of termination of employment within 30 days after the Participant first becomes aware of the occurrence of the circumstances constituting Good Reason, specifying in detail the circumstances constituting Good Reason, and the Company has failed within 30 days after receipt of such notice to cure the circumstances constituting Good Reason, and (ii) the Participant’s “separation from service” (within the meaning of Section 409A) occurs no later than two years following the initial existence of the circumstances giving rise to Good Reason. 2.18“Incentive Stock Option”means an Option intended to meet the requirements of an incentive stock option as defined in Section 422 of the Code and designated as an Incentive Stock Option. 2.19“Non-Employee Director”means a person defined in Rule 16b-3(b)(3) promulgated by the Securities and Exchange Commission under the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission. 2.20“Nonqualified Stock Option”means an Option that is not an Incentive Stock Option. 2.21“Other Stock-Based Award”means any right granted underArticle 11of the Plan. 2.22“Option”means any stock option granted underArticle 6of the Plan. 2.23“Option Price”means the purchase price per Share subject to an Option, as determined pursuant toSection 6.2of the Plan. 2.24“Participant”means any eligible person as set forth inSection 4.1to whom an Award is granted. 2.25“Person”shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof. 2.26“Restricted Stock Award”means any Award granted underArticle 8of the Plan. 2.27“Restricted Stock Unit”means any restricted stock unit granted underArticle 9of the Plan. 2.28“Restriction Period”means the period during which a Restricted Stock Award is subject to forfeiture. 2.29“Section 409A”means Section 409A of the Code, including any amendments or successor provisions to that section, and any regulations and other administrative guidance relating thereto, in each case as they may be from time to time amended or interpreted through further administrative guidance. 2.30“Service”means service as an Employee or Director. 2.31“Share”means a share of common stock of the Company, par value $0.01 per share, or such other class or kind of shares or other securities resulting from the application ofArticle 14hereof. 2.32“Stock Appreciation Right”means any right granted underArticle 7of the Plan. 2.33“Subsidiary”means any corporation, partnership, limited liability company or other legal entity of which the Company, directly or indirectly, owns stock or other equity interests possessing 50% or more of the total combined voting power of all classes of stock or other equity interests (as determined in a manner consistent with Section 409A). Article 3.Administration 3.1Authority of the Committee. The Plan shall be administered by the Committee, which shall have full power to interpret and administer the Plan and Award Agreements and full authority to select the Employees and Directors to whom Awards will be granted, and to determine the type and amount of Awards to be granted to each such Employee or Director, and the terms and conditions of Awards and Award Agreements. Without limiting the generality of the foregoing, the Committee may, in its sole discretion but subject to the limitations inArticle 12 andArticle 14, clarify, construe or resolve any ambiguity in any provision of the Plan or any Award Agreement, extend the term or period of exercisability of any Awards, or waive any terms or conditions applicable to any Award. Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or any of its Subsidiaries or Affiliates or a company acquired by the Company or with which the Company combines. The Committee shall have full and exclusive discretionary power to adopt rules, forms, instruments, and guidelines for administering the Plan as the Committee deems necessary or proper. All actions taken and all interpretations and determinations made by the Committee or by the Board (or any other committee or sub-committee thereof), as applicable, shall be final and binding upon the Participants, the Company, and all other interested individuals. 3.2Delegation. The Committee may delegate to one or more of its members or one or more executive officers of the Company such duties or powers as it may deem advisable;providedthat no delegation shall be permitted under the Plan that is prohibited by applicable law or applicable rules and regulations of the New York Stock Exchange; andprovidedfurther that no delegation shall permit an executive officer of the Company to grant, amend, cancel or suspend Awards granted to a Director or an executive officer of the Company. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board will have all of the authority and responsibility granted to the Committee herein. Article 4.Eligibility and Participation 4.1 Eligibility . Participants will consist of such Employees and Directors as the Committee in its sole discretion determines and whom the Committee may designate from time to time to receive Awards. Designation of a Participant in any year shall not require the Committee to designate such person to receive an Award in any other year or, once designated, to receive the same type or amount of Award as granted to the Participant in any other year. Article 5.Shares Subject to the Plan and Maximum Awards 5.2Share Counting. The number of shares of Common Stock granted under the Plan per year will be determined as follows: (i) each Restricted Stock Award, Restricted Stock Unit and similar Award will count as one share of Common Stock and (ii) each Option, Stock Appreciation Right and similar Award will count as a fraction of a share of Common Stock, based on the financial value of each such Award relative to a share of Common Stock, as determined by the Committee promptly after the Effective Date. 5.3Director Awards. Aggregate Awards to any one Director in respect of a calendar year may not exceed a number of Awards with a grant date fair value of $450,000 (computed as of the date of grant in accordance with applicable financial accounting rules). 5.4Additional Shares. In the event that any outstanding Award expires, is forfeited, cancelled or otherwise terminated without the issuance of Shares or is otherwise settled for cash, the Shares subject to such Award (counted in accordance withSection 5.2 of the Plan), to the extent of any such forfeiture, cancellation, expiration, termination or settlement for cash, shall again be available for Awards. Additionally, any shares delivered to the Company or withheld by the Company in payment or satisfaction of the tax withholding obligation of an Award (other than an Option or Stock Appreciation Right) shall again be available for Awards. If the Committee authorizes the assumption under this Plan, in connection with the acquisition of another company (whether by way of merger, consolidation, acquisition of all or substantially all of the assets, acquisition of stock, or reorganization), of awards granted under a plan maintained by such company prior to the acquisition of such company, such assumption shall not reduce the maximum number of Shares available for issuance under this Plan. Article 6.Stock Options 6.1Grant of Options. The Committee is hereby authorized to grant Options to Participants. Each Option shall permit a Participant to purchase from the Company a stated number of Shares at an Option Price established by the Committee, subject to the terms and conditions described in thisArticle 6 and to such additional terms and conditions as established by the Committee, in its sole discretion, that are consistent with the provisions of the Plan. Options shall be designated as either Incentive Stock Options or Nonqualified Stock Options;providedthat Options granted to Directors shall only be Nonqualified Stock Options. An Option granted as an Incentive Stock Option shall, to the extent it fails to qualify as an Incentive Stock Option, be treated as a Nonqualified Stock Option. Neither the Committee, the Company, any of its Subsidiaries or Affiliates, nor any of their employees and representatives shall be liable to any Participant or to any other Person if it is determined that an Option intended to be an Incentive Stock Option does not qualify as an Incentive Stock Option. Each Option shall be evidenced by an Award Agreement which shall state the number of Shares covered by such Option. Such agreements shall conform to the requirements of the Plan and may contain such other provisions, as the Committee shall deem advisable. 6.2Terms of Option Grant. The Option Price shall be determined by the Committee at the time of grant, but, except as otherwise permitted byArticle 14 or in the case of an Acquisition Award, shall not be less than 100% of the Fair Market Value of a Share on the date of grant. 6.3Option Term. The term of each Option shall be determined by the Committee at the time of grant and shall be stated in the Award Agreement, but in no event shall such term be greater than 10 years. 6.4Method of Exercise. Except as otherwise provided in the Plan or in an Award Agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of thisArticle 6, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii) or (iv) of the following sentence (including the applicable tax withholding pursuant toSection 16.4 of the Plan). The aggregate Option Price for the Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise at the election of the Participant (i) in cash or its equivalent (e.g., by cashier’s check), (ii) to the extent permitted by the Committee, in Shares previously owned by the Participant having a fair market value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee, (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares (as described in (ii) above) or (iv) in consideration received by the Company under a cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan. The Committee may prescribe any other method of payment that it determines to be consistent with applicable law and the purpose of the Plan. 6.5Limitations on Incentive Stock Options. Incentive Stock Options may be granted only to employees of the Company or of a “parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) at the date of grant. The aggregate fair market value (generally determined as of the time the Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under all plans of the Company and of any “parent corporation” or “subsidiary corporation” shall not exceed $100,000, or the Option shall be treated as a Nonqualified Stock Option. For purposes of the preceding sentence, Incentive Stock Options will be taken into account generally in the order in which they are granted. Each provision of the Plan and each Award Agreement relating to an Incentive Stock Option shall be construed so that each Incentive Stock Option shall be an incentive stock option as defined in Section 422 of the Code, and any provisions of the Award Agreement thereof that cannot be so construed shall be disregarded. 6.6Performance Goals. The Committee may condition the grant of Options or the vesting of Options upon the Participant’s achievement of one or more performance goal(s) (including the Participant’s provision of Services for a designated time period), as specified in the Award Agreement. If the Participant fails to achieve the specified performance goal(s), the Committee shall not grant the Option to such Participant or the Option shall not vest, as applicable. 6.7Individual Limitations.No Employee may be granted Options or Stock Appreciation Rights covering in excess of 2,500,000 Shares in any calendar year (with tandem Options and Stock Appreciation Rights being counted only once with respect to this limit), subject to adjustment as provided inArticle 14 hereof. Article 7.Stock Appreciation Rights 7.1Grant of Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Participants, including a grant of Stock Appreciation Rights in tandem with any Option at the same time such Option is granted (a “Tandem SAR”). Stock Appreciation Rights shall be evidenced by Award Agreements that shall conform to the requirements of the Plan and may contain such other provisions, as the Committee shall deem advisable. Subject to the terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (i) the fair market value of a specified number of Shares on the date of exercise over (ii) the grant price of the right as specified by the Committee on the date of the grant. Such payment may be in the form of cash, Shares, other property or any combination thereof, as the Committee shall determine in its sole discretion. 7.2Terms of Stock Appreciation Right. Subject to the terms of the Plan and any applicable Award Agreement, the grant price (which shall not be less than 100% of the Fair Market Value of a Share on the date of grant, except as otherwise permitted byArticle 14 or in the case of an Acquisition Award), term, methods of exercise, methods of settlement, and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee. The Committee may impose such other conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate. No Stock Appreciation Right shall have a term of more than 10 years from the date of grant. 7.3Tandem Stock Appreciation Rights and Options. A Tandem SAR shall be exercisable only to the extent that the related Option is exercisable and shall expire no later than the expiration of the related Option. Upon the exercise of all or a portion of a Tandem SAR, a Participant shall be required to forfeit the right to purchase an equivalent portion of the related Option (and, when a Share is purchased under the related Option, the Participant shall be required to forfeit an equivalent portion of the Stock Appreciation Right). 7.4Individual Limitations.No Employee may be granted Options or Stock Appreciation Rights covering in excess of 2,000,000 Shares in any calendar year (with tandem Options and Stock Appreciation Rights being counted only once with respect to this limit), subject to adjustment as provided inArticle 14 hereof. Article 8.Restricted Stock Award 8.1Grant of Restricted Stock Award. The Committee is hereby authorized to grant a Restricted Stock Award consisting of a specified number of Shares to a Participant, which Shares are subject to forfeiture upon the occurrence of specified events. Each Restricted Stock Award shall be evidenced by an Award Agreement, which shall conform to the requirements of the Plan and may contain such other provisions, as the Committee shall deem advisable. 8.2Terms of Restricted Stock Awards. Each Award Agreement evidencing a Restricted Stock Award grant shall specify the period(s) of restriction, the number of Shares underlying the Restricted Stock Award, the performance, employment or other conditions (including the termination of a Participant’s Service whether due to death, disability or other reason) under which the Restricted Stock Award may be forfeited to the Company and such other provisions, as the Committee shall deem advisable. At the end of the Restriction Period, the restrictions imposed hereunder and under the Award Agreement shall lapse with respect to the number of Shares underlying the Restricted Stock Award as determined by the Committee, and the legend shall be removed and such number of Shares delivered to the Participant (or, where appropriate, the Participant’s legal representative). 8.3Voting and Dividend Rights. Unless otherwise provided in an Award Agreement, Participants shall have none of the rights of a shareholder of the Company with respect to the Shares underlying the Restricted Stock Award until the end of the Restricted Period;providedthat Participants shall have the right to vote and receive dividends on the Shares underlying the Restricted Stock Award during the Restriction Period. Dividends shall be paid to Participants at the same time that other shareholders of common stock of the Company receive such dividends. Notwithstanding the foregoing, no dividends will be paid at a time when any performance-based goals that apply to a Restricted Stock Award have not been satisfied; until such goals are satisfied, all dividends paid upon the Shares underlying the Restricted Stock Award shall be retained by the Company for the account of the Participant and paid to the Participant (without interest) upon satisfaction of such goals and revert back to the Company if such goals are not satisfied. 8.4Performance Goals. The Committee may condition the grant of a Restricted Stock Award or the expiration of the Restriction Period upon the Participant’s achievement of one or more performance goal(s) (including the Participant’s provision of Services for a designated time period), as specified in the Award Agreement. If the Participant fails to achieve the specified performance goal(s), the Committee shall not grant the Restricted Stock Award to such Participant or the Participant shall forfeit the Restricted Stock Award to the Company, as applicable. 8.5Section 83(b) Election. A Participant may only make an election pursuant to Section 83(b) of the Code concerning a Restricted Stock Award with the prior written consent of the Company, which may be withheld in its sole discretion. In the event that a Participant makes such an election, the Participant shall be required to file promptly a copy of such election with the Company. Article 9.Restricted Stock Units 9.1Grant of Restricted Stock Units. The Committee is hereby authorized to grant Restricted Stock Units to a Participant in such amounts and subject to such terms and conditions as the Committee may determine. Restricted Stock Units shall be evidenced by an Award Agreement, which shall conform to the requirements of the Plan and may contain such other provisions as the Committee shall deem advisable. 9.2Terms of Restricted Stock Units. With respect to a Restricted Stock Unit, a Participant will have only the rights of a general unsecured creditor of the Company until delivery of Shares, cash or other securities or property is made as specified in the applicable Award Agreement. The terms and conditions set forth by the Committee in the applicable Award Agreement may relate to vesting and nontransferability restrictions that will lapse upon the completion of a specified period of Service, the occurrence of an event and/or the attainment of performance objectives, as determined by the Committee at the time of grant. On the delivery date specified in the Award Agreement, with respect to each Restricted Stock Unit not previously forfeited or terminated, the Participant will receive one Share, cash or other securities or property equal in value to a Share or a combination thereof, as specified by the Committee. Article 10.Dividend Equivalent Rights 10.1Grant of Dividend Equivalent Rights.The Committee, in its sole discretion, may include in the Award Agreement with respect to any Award, other than Options and Stock Appreciation Rights, a dividend equivalent right entitling the Participant to receive amounts equal to all or any portion of the regular cash dividends that would be paid on the Shares covered by such Award if such Shares had been delivered pursuant to such Award. 10.2Terms of Dividend Equivalent Rights.With respect to a dividend equivalent right, a Participant will have only the rights of a general unsecured creditor of the Company until payment of such amounts is made as specified in the applicable Award Agreement. In the event such a provision is included in an Award Agreement, the Committee will determine whether such payments will be made in cash, in Shares or in another form, whether they will be conditioned upon the exercise of the Award to which they relate, the time or times at which they will be made, and such other terms and conditions as the Committee will deem appropriate. Notwithstanding anything to the contrary, no dividends or dividend equivalents will be paid at a time when any performance-based goals that apply to the dividend equivalent right or Award that is granted in connection with a dividend or dividend equivalent right have not been satisfied and will revert back to the Company if such goals are not satisfied. Article 11.Other Stock-Based Awards The Committee, in its sole discretion, may grant Awards of Shares and Awards that are valued, in whole or in part, by reference to, or are otherwise based on the fair market value of, Shares (the “Other Stock-Based Awards”), including without limitation, phantom awards. Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, if any, as the Committee shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of Service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards, whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares, and all other terms and conditions of such Awards. Article 12.[Intentionally Omitted] Article 13.Section 409A 13.1The Board and the Committee shall have full authority to give effect to any statement in an Award Agreement to the effect that an Award is intended to be “deferred compensation” subject to Section 409A, to be exempt from Section 409A or to have other intended treatment under Section 409A and/or other provision of the Code. To the extent necessary to give effect to this authority, in the case of any conflict or potential inconsistency between the Plan and a provision of any Award or Award Agreement with respect to the subject matter of this paragraph, the Plan shall govern. 13.2Without limiting the generality ofSection 13.1, with respect to any Award made under the Plan that is intended to be “deferred compensation” subject to Section 409A: (i) references to termination of the Participant’s employment will mean the Participant’s separation from service with the Company within the meaning of Section 409A; (ii) any payment to be made with respect to such Award in connection with the Participant’s separation from service with the Company within the meaning of Section 409A that would be subject to the limitations in Section 409A(a)(2)(b) of the Code shall be delayed until six months after the Participant’s separation from service (or earlier death) in accordance with the requirements of Section 409A; (iii) to the extent necessary to comply with Section 409A, any cash, other securities, other Awards or other property that the Company may deliver in lieu of Shares in respect of an Award shall not have the effect of deferring delivery or payment beyond the date on which such delivery or payment would occur with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose in accordance with the requirements of Section 409A); (iv) if the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the regulations promulgated under the Code), the Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment; (v) if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the regulations promulgated under the Code), the Participant’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award; and (vi) unless the Committee determines otherwise, for purposes of determining whether the Participant has experienced a separation from service with the Company within the meaning of Section 409A, “subsidiary” shall mean a corporation or other entity in a chain of corporations or other entities in which each corporation or other entity, starting with the Company, has a controlling interest in another corporation or other entity in the chain, ending with such corporation or other entity. For purposes of the preceding sentence, the term “controlling interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i) of the regulations promulgated under the Code;providedthat the language “at least 20 percent” is used instead of “at least 80 percent” each place it appears in Section 1.414(c)-2(b)(2)(i) of the regulations promulgated under the Code. Article 14.Adjustments 14.1Adjustments in Authorized Shares. In the event of any corporate event or transaction involving the Company, a Subsidiary and/or an Affiliate (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, combination of Shares, exchange of Shares, dividend in kind, amalgamation, or other like change in capital structure (other than regular cash dividends to shareholders of the Company), or any similar corporate event or transaction, the Committee, to prevent dilution or enlargement of Participants’ rights under the Plan, shall substitute or adjust (in each case in such manner as it deems equitable or appropriate) the number and kind of Shares or other property (including cash) that may be issued under the Plan or under particular forms of Awards, the number and kind of Shares or other property (including cash) subject to outstanding Awards, the Option Price, grant price or purchase price applicable to outstanding Awards, any individual Award limits, and/or other value determinations applicable to the Plan or outstanding Awards. 14.2Change of Control. Upon the occurrence of a Change of Control after the Effective Date, unless otherwise specifically prohibited under applicable laws or by the rules and regulations of any governing governmental agencies or national securities exchanges or unless the Committee shall determine otherwise in the Award Agreement, the Committee shall make one or more of the following adjustments to the terms and conditions of outstanding Awards to the extent determined by the Committee to be permitted under Section 409A: (i) continuation or assumption of such outstanding Awards under the Plan by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same terms for such outstanding Awards; (iii) accelerated exercisability, vesting and/or lapse of restrictions under outstanding Awards immediately prior to the occurrence of such event; (iv) upon written notice, provide that any outstanding Awards must be exercised, to the extent then exercisable, during a reasonable period of time immediately prior to the scheduled consummation of the event, or such other period as determined by the Committee (contingent upon the consummation of the event), and at the end of such period, such Awards shall terminate to the extent not so exercised within the relevant period; (v) cancellation of all or any portion of outstanding Awards for fair value (as determined in the sole discretion of the Committee and which may be zero) which, in the case of Options and Stock Appreciation Rights or similar Awards, if the Committee so determines, may equal the excess, if any, of the value of the consideration to be paid in the Change of Control transaction to holders of the same number of Shares subject to such Awards (or, if no such consideration is paid, fair market value of the Shares subject to such outstanding Awards or portion thereof being canceled) over the aggregate Option Price or grant price, as applicable, with respect to such Awards or portion thereof being canceled (which may be zero) and (vi) such other adjustment as determined appropriate by the Committee. The Company shall have no liability to any Participant or otherwise if the Plan or any Award, vesting, exercise or payment of any Award hereunder is subject to the additional tax and penalties under Section 409A or any other Code section. Article 15.Duration, Amendment 15.1Duration of the Plan. Unless sooner terminated as provided inSection 15.2, the Plan shall terminate on the 10th anniversary of the Effective Date;providedthat all Awards made under the Plan before its termination will remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements. 15.2Amendment. The Committee may from time to time amend, alter, suspend, discontinue, or terminate the Plan or an Award in any respect whatsoever, including in any manner that adversely affects the rights, duties or obligations of any Participant;providedthat, subject toSection 14.1 or as otherwise specifically provided in the Plan, no amendment shall materially adversely impair the rights of a Participant under any Award without such Participant’s consent. Unless otherwise determined by the Committee, shareholder approval of any amendment, alteration, suspension or discontinuance will be obtained only to the extent necessary to comply with any applicable laws;providedthat shareholder approval will be required for any amendment to the Plan that, in each case as reasonably determined by the Committee: (i) increases the number of Shares available under the Plan (other than an increase permitted underArticle 5 absent shareholder approval); (ii) expands the types of Awards available under the Plan; (iii) materially extends the term of the Plan; (iv) materially changes the method of determining the Option Price or grant price per Share for Stock Appreciation Rights; or (v) except as permitted pursuant toArticle 14, reduces the Option Price or grant price per Share, as applicable, of any outstanding Options or Stock Appreciation Rights, including through amendment, cancellation in exchange for the grant of a substitute Award (in each case that has the effect of reducing the Option Price or grant price per Share, as applicable) or repurchase for cash or other consideration. Article 16.General Provisions 16.1No Right to Service. The granting of an Award under the Plan shall impose no obligation on the Company, any Subsidiary or any Affiliate to continue the Service of a Participant and shall not lessen or affect any right that the Company, any Subsidiary or any Affiliate may have to terminate the Service of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated). 16.2Foreign Jurisdictions. To the extent the Committee deems it necessary, appropriate or desirable to comply with foreign law or practices and to further the purposes of the Plan, the Committee may, without amending the Plan, establish special rules applicable to Awards to Participants who are foreign nationals, are employed outside of the United States or both and grant Awards (or amend existing Awards) in accordance with those rules. 16.3Settlement of Awards; Fractional Shares. Each Award Agreement shall establish the form in which the Award shall be settled. The Committee shall determine whether cash, Awards, other securities or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be rounded, forfeited or otherwise eliminated. 16.4Tax Withholding. The Company shall have the power and the right to deduct or withhold (or cause to be deducted or withheld) from any amount deliverable under the Award or otherwise (including Shares otherwise deliverable), or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan. With respect to required withholding, Participants may elect (subject to the Company’s automatic withholding right set out above) to satisfy the withholding requirement, in whole or in part, (i) by having the Company withhold Shares or (ii) through an independent broker-dealer arrangement to sell a sufficient number of Shares, in each case, having a fair market value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. 16.5No Guarantees Regarding Tax Treatment. Participants (or their beneficiaries) shall be responsible for all taxes with respect to any Awards under the Plan. The Committee and the Company make no guarantees to any Person regarding the tax treatment of Awards or payments made under the Plan. Neither the Committee nor the Company has any obligation to take any action to prevent the assessment of any tax on any Person with respect to any Award under Section 409A or otherwise and none of the Company, any of its Subsidiaries or Affiliates, or any of their employees or representatives shall have any liability to a Participant with respect thereto. 16.6Non-Transferability of Awards. Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant except in the event of his death (subject to the applicable laws of descent and distribution) and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate. No transfer shall be permitted for value or consideration. An Award exercisable after the death of a Participant may be exercised by the heirs, legatees, personal representatives or distributees of the Participant. Any permitted transfer of the Awards to heirs, legatees, personal representatives or distributees of the Participant shall not be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the applicable Award Agreement and this Plan. 16.7Conditions and Restrictions on Shares. The Committee may impose such other conditions or restrictions on any Shares received in connection with an Award as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Participant hold the Shares received for a specified period of time or a requirement that a Participant represent and warrant in writing that the Participant is acquiring the Shares for investment and without any present intention to sell or distribute such Shares. The certificates for Shares may include any legend which the Committee deems appropriate to reflect any conditions and restrictions applicable to such Shares. 16.8Clawback/Recoupment. Awards under the Plan shall be subject to the clawback or recoupment policy, if any, that the Company may adopt from time to time, whether before or after the grant of such Awards, to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that the Awards be repaid to the Company after they have been distributed or paid to the Participant. 16.9Other Payments or Awards. Nothing contained in the Plan will be deemed in any way to limit or restrict the Company from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect. In addition,Section 5.1 (as adjusted byArticle 14) sets forth the only limit on the aggregate amount of securities that may be delivered pursuant to this Plan. 16.10Compliance with Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies, or any stock exchanges on which the Shares are admitted to trading or listed, as may be required. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to: The restrictions contained in thisSection 16.10 shall be in addition to any conditions or restrictions that the Committee may impose pursuant toSection 16.7. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company, its Subsidiaries and Affiliates, and all of their employees and representatives of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 16.11Rights as a Shareholder. Except as otherwise provided herein or in the applicable Award Agreement, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares. 16.12Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person, or Award, and the remainder of the Plan and any such Award shall remain in full force and effect. 16.13Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company or any of its Subsidiaries or Affiliates may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other Person. To the extent that any Person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts. 16.14No Constraint on Corporate Action. Nothing in the Plan shall be construed to (i) limit, impair, or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets, or (ii) limit the right or power of the Company to take any action which such entity deems to be necessary or appropriate. 16.15Liability. No member of the Board or the Committee or any employee of the Company, a Subsidiary or Affiliate (each such person an“Indemnified Person”) shall have any liability to any person (including, without limitation, any Participant) for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award. Each Indemnified Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnified Person in connection with or resulting from any action, suit or proceeding to which such Indemnified Person may be a party or in which such Indemnified Person may be involved by reason of any action taken or omitted to be taken under the Plan and against and from any and all amounts paid by such Indemnified Person, with the Company’s prior approval, in settlement thereof, or paid by such Indemnified Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnified Person,providedthat the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel chosen by the Company. The foregoing right of indemnification shall not be available to an Indemnified Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Indemnified Person giving rise to the indemnification claim resulted from such Indemnified Person’s bad faith, fraud or willful criminal act or omission. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Indemnified Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such persons or hold them harmless. 16.16Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company. 16.17Governing Law. THE PLAN WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. 16.18Data Protection. By participating in the Plan, the Participant consents to the collection, processing, transmission and storage by the Company in any form whatsoever, of any data of a professional or personal nature which is necessary for the purposes of introducing and administering the Plan. The Company may share such information with any Subsidiary or Affiliate, the trustee of any employee benefit trust, its registrars, trustees, brokers, other third-party administrator or any Person who obtains control of the Company or acquires the Company, undertaking or part-undertaking which employs the Participant, wherever situated. 16.19Effective Date. The Plan originally became effective as of September 3, 2013; was amended to increase the maximum number of Shares available for grant to Participants pursuant to Awards under the Plan effective May 22, 2018; was amended to increase the limit on the number of Options or Stock Appreciation Rights that may be granted to an Employee in any calendar year under the Plan effective February 20, 2019; and was amended and restated to increase the maximum number of Shares available for grant to Participants pursuant to Awards under the Plan and to make certain other changes effective May 20, 2020 (the “Effective Date”). *** Using ablack inkpen, mark your votes with anXas shown in Your vote matters – here’s how to vote! ▼IF Proposals — The Board of Directors recommends Authorized Signatures — This section must be completed for your vote to Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. NOTICE OF THE delivery. The shareowner(s) whose signature(s) appear(s) on the reverse side of this Proxy hereby appoint(s) James V. Continenza and Non-Voting ItemsTable of ContentsQ. Q. How can I receive a printed copy of the proxy materials? A. Shareholder of Record.You may request a printed copy of the proxy materials by any of the following methods: ● ● KODK;KODK; or● Q. What is the difference between holding shares as a shareholder of record and as a beneficial owner? A. Most of our shareholders hold their shares through a broker or other nominee (beneficial owner) rather than directly in their own name (shareholder of record). As summarized below, there are some distinctions between shareholders of record and beneficial owners. in personelectronically via the internet at the Annual Meeting.attendparticipate in the Annual Meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee on how to vote your shares. Since a beneficial owner is not the shareholder of record, you may not vote these shares in personelectronically at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares in personelectronically at the Annual Meeting.Meeting and submitting proof of your legal proxy reflecting the number of shares you held as of the record date along with your name to Computershare following the instructions below. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time, on May 18, 2020. You will then receive a confirmation of your registration, with a control number, by email. In order to vote your shares, you must either: 1) obtain a legal proxy that gives you the right to vote the shares in personelectronically via the internet at the Annual Meeting,Meeting; or 2) provide voting instructions to your broker.Q. Will any other matters be voted on? A. We are not aware of any other matters that shareholders will be asked to vote on at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, the named proxies, James V. Continenza and Sharon E. Underberg,Roger W. Byrd, will vote for you on such matter in their discretion. New Jersey law (under which the Company is incorporated) requires that you be given notice of all matters to be voted on, other than procedural matters such as adjournment of the Annual Meeting.Q. How do I vote? A. Shareholder of Record.If you are a shareholder of record, there are four ways to vote: ● ● ● ● written ballot atusing electronic voting options included as part of the live webcast during the Annual Meeting.Beneficial Owner. If you are a beneficial owner, please follow the voting instructions sent to you by your broker, trustee or nominee.Whether you are a shareholder of record or a beneficial owner, your shares will be voted as you indicate.2If you are a beneficial owner, please follow the voting instructions sent to you by your broker, trustee or nominee.Q. What happens if I do not give specific voting instructions? A. Shareholder of Record.If you are a shareholder of record and you: ● ● Sharon E. Underberg,Roger W. Byrd, will vote your shares in the manner recommended by our Board (i.e., FOR each of the director nominees named in Proposal 1, and FOR Proposals 2, 4 and 5, and ONE YEAR for Proposal 3) and in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.in personelectronically via the internet at the Annual Meeting, your shares will not be voted or counted with respect to Proposals 1, 2, 3 and 2,4, which are non-routine proposals. Your broker, trustee or nominee has discretionary authority to vote your uninstructed shares with respect to Proposal 3,5, which is a routine proposal.Uninstructed shares with respect to which your broker does not have discretionary authority are known as “broker non-votes.”Q. What is the deadline for voting my shares? A. Shareholder of Record.If you are a shareholder of record and vote by internet or telephone, and wish to vote before the Annual Meeting your vote must be received by 1:00 a.m. , Eastern Time, on May 23, 2017,20, 2020, the morning of the Annual Meeting. If you are a shareholder of record andMeeting, otherwise Computershare must receive your paper proxy card before May 20, 2020. You may also vote by mail or by written ballot atelectronically during the virtual Annual Meeting via the live webcast by accessing www.meetingcenter.io/296633343 and entering the 15-digit control number on your vote must be received beforeproxy card or Notice of Internet Availability. The password for the polls close at the Annual Meeting.meeting is KODK2020.Beneficial Owner.If you are a beneficial owner, please follow the voting instructions provided by your broker, trustee or nominee. You may vote your shares in person at the Annual Meeting only if you obtain a legal proxy from your broker, trustee or nominee and present it at the Annual Meeting before the polls close.Q. Who can vote? A. You must be a shareholder of record or a beneficial owner as of the close of business on March 29, 2017,26, 2020, the record date for the Annual Meeting. Each share of common stock is entitled to one vote. Holders of 5.50% Series A Convertible Preferred Stock (Series A convertible preferred stock) are entitled to vote upon all matters upon which holders of common stock have the right to vote, and are entitled to the number of votes equal to the number of full shares of common stock into which such shares of Series A convertible preferred stock could be converted at the then applicable conversion rate at the record date. Such votes will be counted together with shares of common stock and not separately as a class. AtAs of the Annual Meeting,record date, each share of Series A convertible preferred stock is entitled toconvertible into 5.7471 votes.shares of common stock.Q. How can I change my vote or revoke my proxy? A. Shareholder of Record.If you are a shareholder of record, you can change your vote or revoke your proxy before the Annual Meeting by: ● ● ● Sharon E. Underberg,Roger W. Byrd, Secretary; or● Completing a written ballot atParticipating in the Annual Meeting.Beneficial Owner.If you are a beneficial owner, please follow the voting instructions provided by your broker, trustee or nominee.Q. What vote is required to approve each proposal? A. The following table describes the voting requirements for each proposal: Election of Directors 20172020 election of directors is an uncontested election. Advisory Vote to Approve the Compensation of our Named Executive Officers Meeting.Meeting by holders entitled to vote thereon. RatificationAudit and Finance Committee’s Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting FirmCompany’s 2013 Omnibus Incentive PlanMeeting.Meeting by holders entitled to vote thereon.Q. How are votes counted? A. For Proposal 1, you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each of the nominees. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. If you elect to abstain in the election of directors, the abstention will not impact the outcome of the election. Broker non-votes are not counted and will not impact the outcome of the vote. You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to Proposals 2, 4 and 3.5. In tabulating the voting results for these proposals, “FOR” and “AGAINST” votes are counted. AbstentionsFor Proposals 2 and 5, abstentions are not counted and will not impact the outcome of the vote. For Proposal 4, under NYSE rules, abstentions are treated as votes that are cast against the proposal. With respect to ProposalProposals 2 and 4, broker non-votes are not counted and will not impact the outcome of the vote. A broker will have discretionary authority to vote on Proposal 5 relating to the ratification of the selection of our independent registered public accounting firm.For Proposal 3, you are being asked to vote to set a one, two or three year interval between shareholder “say-on-pay” votes. The outcome of this vote will be determined by a plurality of the votes cast. This means that the frequency receiving the greatest number of votes will be deemed to have been selected by the shareholders. Abstentions and broker non-votes will have no effect on the outcome of this matter. Q. Who will count the vote? A. Computershare will count the vote.votes. A representative from Computershare will serve as the inspector of election.Q. Who can attend the virtual Annual Meeting? A. If you held your shares as of the close of business on March 29, 2017,26, 2020, the record date for the Annual Meeting, you canmay attend the virtual Annual meeting and electronically vote on the proposals for consideration at the Annual Meeting.Q. attendparticipate in the Annual Meeting?A. Toplease follow these instructions:in person. Our decision to hold the annual meeting in a virtual format relates only to this year’s Annual Meeting.●vote by internethold your shares through an intermediary, such as a bank or telephone,broker, you must register in advance using the instructions below.provided for attendance.as outlined in this Proxy Statement.●Q.If you vote by using a proxy card, checkHow do I register to participate in the appropriate box on the card.Annual Meeting?●A.beneficial owner, bringregistered shareholder (i.e., you hold your legal proxy from your broker, trustee or nominee as well as proof of identity in the form of a government issued ID to the registration area.●To enter the Annual Meeting, bring the Admission Ticket attached to your proxy card or printed from the internet as well as proof of identity in the form of a government issued ID to the registration area.●Ifshares through our transfer agent, Computershare), you do not have an Admission Ticket, goneed to the registration area upon arrival.Seating at the Annual Meeting is limited and will be on a first-come, first-served basis. We may take photographs and videotape at the Annual Meeting, which we may use in publications. If youregister to attend the Annual Meeting we assume we have your permission to use your image.Q. Can I bring a guest?A.Yes. If you plan to bring a guest tovirtually on the Annual Meeting,internet. Please follow the instructions on the internetNotice of Internet Availability or telephoneproxy card that you received.check the appropriate box on your proxy card. Whenbroker, you go through the registration area atmust register in advance to attend the Annual Meeting your guestvirtually on the internet. To register to attend the Annual Meeting online by webcast you must register with you and must presentsubmit proof of identity inyour proxy power (legal proxy) reflecting your Kodak holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 18, 2020.formfollowing:a government issued ID.your legal proxy, to legalproxy@computershare.com.
Eastman Kodak Company Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001Q. A. 29, 201726, 2020 will constitute a quorum for voting at the Annual Meeting. If you vote, your shares will be part of the quorum. Abstentions and broker non-votes will be counted in determining the quorum. On March 29, 2017,26, 2020, there were 42,451,09643,675,070 shares of our common stock outstanding and 2,000,000 shares of our Series A convertible preferred stock outstanding. AtAs of the Annual Meeting,record date, each share of Series A convertible preferred stock is convertible into 5.7471 shares of common stock and holders are entitled to 5.7471 votes.the number of votes equal to the number of full shares of common stock into which such shares of Series A convertible preferred stock could be converted. Accordingly, holders entitled to cast 27,584,636 votes will constitute a quorum for the Annual Meeting.Q. A. ofafter the Annual Meeting. If final results are not available at such time, the Form 8-K will disclose preliminary results, to be followed with an amended Form 8-K when final results are available.Q. A. ek.client.shareholder.com/investor.kodak.com/supporting.cfm.Annual Meetingannual meeting is within 30 days of the anniversary of the Annual Meetingannual meeting for the previous year and 2) if the size of the Board is to be increased, that both the name of the director nominee and the size of the increased Board are publicly disclosed at least 100 days prior to the first anniversary of the previous year’s Annual Meeting.annual meeting. Based on these assumptions, a shareholder desiring to nominate one or more candidates for election at the next Annual Meetingannual meeting must deliver written notice of such nomination to our Secretary, at our principal executive office, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s Annual Meeting.annual meeting. Accordingly, for our 20182021 Annual Meeting of Shareholders (the 2021 Annual Meeting), notice of nomination must be delivered to our Secretary no earlier than January 23, 201820, 2021 and no later than February 22, 2018.19, 2021.20182021 Annual Meeting of Shareholders.Meeting.Q. 20182021 Annual Meeting?A. 20182021 Annual Meeting, the Secretary must receive the written proposal at our principal executive office no later than the close of business on December 11, 2017.8, 2020. Proposals received after this date will be considered untimely. Proposals must comply with SEC regulations under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (Exchange Act), regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals should be addressed to:
343 State Street
Rochester, NY 14650-0224● 23, 2018;20, 2021; and● 22, 2018.If the date of the shareholder meeting is moved more than 30 days before or 30 days after the anniversary of the 2017 then notice of a shareholder proposal that is not intended to be included in our proxy statement under Rule 14a-8 must be received no earlier than the close of business 120 days prior to the meeting and no later than the close of business on the later of the following two dates:● ● Q. A. You may contact our Secretary at our principal executive office for a copy of the relevant By-law provisions regarding the requirements for shareholder proposals. Our By-laws can also be accessed at http://ek.client.shareholder.com/supporting.cfm.Q. A. In addition, we have retained Georgeson Inc. to assist us in delivering the Notice of Internet Availability or proxy materials, as applicable, for a fee of approximately $2,300, plus reasonable out-of-pocket expenses.Q. A. ek.client.shareholder.com/investor.kodak.com/supporting.cfm:●●Corporate Responsibility Principles●●Business Conduct Guide ●Eastman Kodak Company By-laws ●●●●●●PoliciesPolicy and Procedures●●sustainabilityreport●2016Our 2019 Annual Report on Form 10-K is available on our website at http://ek.client.shareholder.com/financials.cfminvestor.kodak.com/financials.cfm.
Eastman Kodak Company
343 State Street
Rochester, NY 14650-0235
(585) 724-4053
343 State Street
Rochester, NY 14650allowedallow us to deliver a single set of the Notice of Internet Availability or proxy materials to shareholders of record who share the same address. If you are a beneficial owner, your broker or other nominee may continue to send a single set of the Notice of Internet Availability or proxy materials to your household. Please contact your broker or other nominee if you wish to adjust your preferences regarding the delivery of the Notice of Internet Availability or proxy materials.AUDIO WEBCAST OF ANNUAL MEETINGThe Annual Meeting will be webcast live. If you have internet access, you can listen to the webcast by going to our Investor Center webpage at www.kodak.com/go/invest. This webcast is listen only. You will not be able to ask questions. The Annual Meeting audio webcast will remain available on our website for a short period of time after the Annual Meeting.Information included on our website, other than our Proxy Statement and proxy card, is not part of the proxy solicitation materials.20162019 ANNUAL REPORT ON FORM 10-K20162019 Annual Report on Form 10-K. To receive a printed copy of the 20162019 Annual Report on Form 10-K, please contact:Shareholder ServicesEastman Kodak Company343 State StreetRochester, NY 14650-0235(585) 724-4053E-mail: shareholderservices@kodak.com
Eastman Kodak Company
343 State Street
Rochester, NY 14650-0235
(585) 724-40537ninefive but no more than 13 directors. The number of directors, which is set by the Board, is currently nine.seven. Mr. ClarkeContinenza, our Executive Chairman, is the only director who is an employee of the Company.The followingAll seven directors are standing for re-election, having been elected at the previous2019 annual meeting: Mark S. Burgess, Jeffrey J. Clarke, James V. Continenza, Matthew A. Doheny, George Karfunkel, Jason Newmeeting, and William G. Parrett. On February 9, 2017, John A. Janitz notified the Board that he will retire from his position as a director effective as of the 2017 Annual Meeting in accordance with the Company’s mandatory retirement policy applicable to directors, as set forth in our Corporate Governance Guidelines. Also on February 9, 2017, Derek Smith notified the Board that he will not standhave been recommended for re-election to the Board of Directors at the Annual Meeting.In addition to the directors standing for re-election, upon the recommendation ofnomination by the Corporate Governance and Nominating Committee (Governance Committee), the Board has nominated Craig A. Rogerson and: Richard Todd Bradley, James V. Continenza, Jeffrey D. Engelberg, as directors of the Company. George Karfunkel, Philippe D. Katz, Jason New and William G. Parrett.RogersonBradley and Engelberg are nominees originally designated in connection with the Purchase Agreement, dated as of November 7, 2016, among Kodak,the Company, Southeastern Asset Management, Inc. (Southeastern) and Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, which are investment funds managed by Southeastern (such investment funds collectively, the Purchasers), whereby the Purchasers have the right to nominate at the Company’s annual meetings members to the Company’s Board of Directors proportional to the Purchasers’ share ownership on an as-converted basis,basis. Purchasers initially allowing the Purchasershad rights to nominate two membersdirectors and now have rights to nominate one member to the Board.one-year term.one year term or until their successors are duly elected and qualified. Information about the director nominees is provided in the section entitled “Board of Directors and Corporate Governance” in this Proxy Statement.alleach of the director nominees.re-election or election, as the case may be.re-election.RICHARD TODD BRADLEY Director since June 2017 MARK S. BURGESS Director since September 2013Mark S. Burgess, 58, isRichard Todd Bradley, 61, was the Chief Executive Officer and a board member of Signode Industrial Group (SIG),Mozido, LLC, a manufacturerTexas-based provider of industrial packaging consumables, tools and equipment. Mr. Burgess joined SIG in Marchwhite-label mobile-payment systems, from October 2015 to June 2017. From June 2014 upon The Carlyle Group’s acquisition of SIG from Illinois Tool Works, Inc. Previously, Mr. Burgess served as the Chief Executive Officer of Graham Packaging Company, Inc. from January 2009 to April 2012 and served on its Board of Directors from February 2010 to April 2012. Prior to that, Mr. Burgess served as Graham Packaging’s Chief Financial Officer from December 2006 until May 2009, and Chief Operating Officer from April 2008 to December 2008.2014, Mr. BurgessBradley served as President of TIBCO Software, Inc. (TIBCO), a leading integration and Chief Executive Officer,process management software company, where he held global responsibility for customer-facing functions, such as well as Chief Financial Officer, of Anchor Glass Container Corporation from May 2005 until September 2006. He previously served assales, marketing and professional services. Prior to TIBCO, Mr. Bradley was an Executive Vice President for Hewlett-Packard Company, a leading global provider of products, technologies and Chief Financial Officersoftware, from July 2005 to June 2014. In May 2018, Mr. Bradley joined the directors of Clean Harbors Environmental Services,Mattel, Inc. from April 2003 to April 2005. Between 1990 and 2003, Mr. Burgess held senior financial and operational management roles at JL French Automotive Castings and Trailmobile Corporation, and prior to that, he served as a Vice President at Chase Manhattan Bank. Mr. Burgess was previously the Chairman of the Clondalkin Group,, a global manufacturerlearning, development and play company. Mr. Bradley served on the board of flexibledirectors of TrueCar, Inc., an automotive pricing and specialty plastic packaging solutions, where he served as a directorinformation website for new and used car buyers and dealerships, from December 2012 (becoming chairman in June 2013) until December 2016, and is a former director of the Polymer Group, where he served from March 2011 to June 2013.September 2013 through October 2016.Burgess’ extensive experience in the packaging solutions industry directly relates to our technology and business. Mr. Burgess brings significant experience in the management, operations and governance of companies in this industry, all of which are critical in developing our strategic growth and market presence. Based on his managerial, financial and operational experience, Mr. Burgess contributes skills in corporate finance, marketing, risk management, international operations, executive compensation and strategic planning. In addition, as a former chief financial officer of a public company, Mr. Burgess is well-versed and experienced in helping companies with accounting and internal controls guidance.JEFFREY J.CLARKE Director since March 2014Jeffrey J. Clarke, 55, is our Chief Executive Officer. Prior to joining us in March 2014, Mr. Clarke was a Managing Partner of Augusta Columbia Capital, a private investment firm he co-founded in 2012. From 2012 to 2014, Mr. Clarke was the Chairman of Travelport, Inc., a private travel technology firm, where he served as Chief Executive Officer from 2006 to 2011, after leading its sale from Cendant Corporation to The Blackstone Group L.P. for $4.3 billion in 2006. Mr. Clarke was the Chief Operating Officer of CA, Inc. (now called CA Technologies), an enterprise software company, from 2004 to 2006. At CA, he was responsible for sales, services, distribution, corporate finance, mergers and acquisitions, information technology, corporate strategy and planning.From 2002 to 2003, Mr. Clarke was Executive Vice President of Global Operations at Hewlett-Packard (HP). In this role, he was responsible for HP's worldwide supply chain, manufacturing, procurement and internet operations. He also co-led HP's merger integration with Compaq Computer. Prior to HP, Mr. Clarke was the Chief Financial Officer of Compaq Computer, which he joined in 1998 following the merger of Compaq with Digital Equipment Corporation (DEC). Mr. Clarke was with DEC from 1985 to 1998, serving in management roles in international operations, finance and manufacturing.In March 2016, Mr. Clarke joined the board of directors of Autodesk, Inc., a 3D design, engineering and entertainment software company. Mr. Clarke served on the board of directors of Red Hat, Inc., an enterprise software company, from November 2008 through July 2016. He served as Chairman of Orbitz Worldwide, Inc., a global online travel agency, after leading the company’sIPO in July 2007, until April 2014, and was also a director of the Compuware Corporation, an enterprise software company, from November 2013 until December 2014. Mr. Clarke served on the board of directors of UTStarcom, which designs and manufactures communications equipment, from 2005 to 2010. Mr. Clarke serves as a Trustee of Northeastern University.Key Experience, Skills and other Qualifications:Mr. ClarkeBradley brings to the Board extensive experience in managingthe technology sector and operatinghas significant experience in strategic planning, organizational management, digital technology, companies,international business operations, and mergers and acquisitions, all of which is directly relevantare critical to the success of our business. He has in-depth knowledgealso brings substantial corporate governance, corporate development, business strategy and executive compensation expertise in leading companies that are in growth and transformational stages and that conduct operations on a worldwide basis. Mr. Clarke’s extensive background in strategic business planning at companies that develop and distribute products and services into the technology sector benefits the Board and our company, as we seek to grow and sustain profitability as a technology company. Mr. Clarke also has a deep background in corporate finance and operations, and financial planning and strategies. Additionally, through his service on the boards of other public companies, he has developed expertise in governance and risk management.Board.JAMES V. CONTINENZA Director since April 2013, Chairman since September 2013JAMES V. CONTINENZA Director since April 2013, Chairman since September 2013
and Executive Chairman since February 201954, has extensive executive57, leads the transformation of Kodak as Executive Chairman. He was appointed to that position by the Board of Directors on February 20, 2019. Continenza joined the Board of Directors of Kodak in April 2013 and board experience with high-techbecame Chairman of the Board in September 2013. Mr. Continenza brings a proven track record of guiding leading technology companies and with companies that successfully emerged from or are in various stages of corporate restructuring.through transformations. Since September 2012, Mr. Continenza has served as the Chairman and Chief Executive Officer of Vivial, LLC (formerly TBC Holdings I, Inc., the parent company of The Berry Company, LLC), a holding company that acquiresprivately-held marketing technology and manages advertising, marketing and technology companies that provide a wide range of digital and legacy leads-generating products to local and national advertisers.communications company. He served as the President ofhas also held leadership roles at STi Prepaid, LLC, a telecommunications company, from June 2010 to February 2011. Mr. Continenza served as Interim Chief Executive Officer ofcompany; Anchor Glass Container Corp., a leading manufacturer of glass containers, from September 2006 to December 2006. He served as President and Chief Executive Officer ofcontainers; Teligent, Inc., which providesa provider of communications services including voice, data, and internet access, from September 2002 to June 2004; served as its Chief Operating Officer from May 2001 to September 2002; and served as its Senior Vice President of Strategic Operations from September 2000 to May 2001.Mr. Continenza served as Chief Operating Officer of Arch Wireless, Inc., a wireless services provider, from September 2000 to September 2002. From April 1999 to September 2000, Mr. Continenza was the President and Chief Executive Officer ofaccess; Lucent Technologies Product Finance, a global leader in telecom equipment,equipment; and served as its Senior Vice President of Worldwide Sales and Marketing from September 1997 to April 1999.AT&T. (since 2015), a provider of wireless communication services under the Nextel brandTMin Brazil, Neff Rental LLC (since 2014), an industrial and construction equipment rental company, and Tembec, Inc. (since 2008), a manufacturer of lumber-derived products. Mr. Continenzaand Neff Corporation. He also serves or has served on the boards of severala number of private companies.Otherother Qualifications:MATTHEW A. DOHENY Director since September 2013Matthew A. Doheny, 46, is President and founder of North Country Capital LLC, an advisory and investment firm focusing on board advisory assignments and investing in alternative investments, a position in which he has served since 2011. Mr. Doheny also served as a Managing Director and Co-Head of Special Situation Trading at HSBC Securities, Inc. during 2016 and 2017. Mr. Doheny served as Portfolio Manager of Fintech Advisory Inc., a fund focusing on operational turnarounds and undervalued securities, from June 2008 to October 2010. He previously served as Managing Director and helped lead the Distressed Assets Group of Deutsche Bank Securities Inc. for nine years until March 2008. Prior to his career with financial institutions, Mr. Doheny was an attorney in the Corporate Restructuring Departments of Orrick LLP and Kelley Drye & Warren LLP and in the Business and Corporate Department of Hancock & Estabrook LLP.Mr. Doheny currently serves on the boards of YRC Worldwide, Inc. (since July 2011) and Affinity Gaming (since May 2013) and has served on the boards of several private companies in the financial services and venture capital industries.Key Experience, Skills and other Qualifications:Based on his experience in financial restructuring and turnaround management, Mr. Doheny brings valuable skills to the Board as we seek to grow as a technology company. Mr. Doheny has expertise in the areas of corporate finance, risk management and investments, along with the legal experience he brings to the Board.JEFFREY D. ENGELBERG 2017 NomineeJEFFREY D. ENGELBERG Director since May 2017 40,43, is a co-founder and managing member since May 2016 of Additive Advisory and Capital, LLC, a CFTC registered commodity pool operator and SEC registered investment advisor to C2W Partners Master Fund, a $170$230 million global hedge fund. From July 2007 until April 2016, Mr. Engelberg was a principal and senior trader for Southeastern Asset Management, Inc., a registered investment advisor. He was head trader at Fir Tree Partners from 2005 to 2007, a convertible bond trader at KBC Financial Products from 2001 to 2005, director of business development in 2000 for TLX Trading Network, Inc., and a listed equity trader in the Institutional Equity Division for Morgan Stanley Dean Witter & Co. from 1999 to 2000.Plia/Trade Informatics. Since April 2019, Mr. Engelberg has served on the board of directors of Trade Informatics. He also served as an expert witness to the Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues after the 2010 “flash crash.”GEORGE KARFUNKEL Director since September 2013GEORGE KARFUNKEL Director since September 2013 68,71, has been the Chairman of Sabr Group, a consulting company, since 2010. Mr. Karfunkel was a director, Senior Vice President and co-owner of American Stock Transfer & Trust Company, LLC, a stock transfer company, which he co-founded in 1971. Mr. Karfunkel is a co-owner of Worldwide TechServices, LLC, a computer maintenance and services company.bank;bank, and a director of public companies Berkshire Bank;Bank and a director at AmTrust Financial Services, Inc.JASON NEWPHILIPPE D. KATZ Director since February 2019 JASON NEW Director since September 2013 48, has been51, is a former Senior Managing Director of The Blackstone Group L.P., a global investment and advisory firm, and former Head of Special Situation Investing for GSO Capital Partners LP (GSO), a credit-oriented alternative asset manager, since 2005.having served in such positions from 2005 until December 2019. Mr. New focusesfocused on managing GSO's public investment portfolio with a specific emphasis on stressed and distressed companies and on sourcing direct special situation investment opportunities. He iswas a member of the GSO Investment Committee. Mr. New joined The Blackstone Group L.P. in 2008 in connection with its acquisition of GSO. Before joining GSO in 2005, Mr. New was a senior member of Credit Suisse's distressed finance group. Mr. New joined Credit Suisse in 2000 when it acquired Donaldson, Lufkin & Jenrette (DLJ), where he was a member of DLJ's restructuring group. Prior to joining DLJ in 1999, he was an associate with the law firm Sidley Austin LLP, where he practiced in the firm's corporate reorganization group.has served as a director of MPM Holdings Inc. sincefrom October 2014.2014 to August 2016. Mr. New also served as a director of Cheniere Energy, Inc. from August 2008 to December 2010 and as a director of Global Aviation Holdings Inc. from September 2009 to January 2012.is an experthas significant expertise in investment strategies and opportunities, with a particular focus on companies that have experienced distressed economic conditions or are in various stages of restructuring. He brings to the Board skills in developing creative financial solutions and strategies, which are critical to our ability to sustain growth and profitability as a technology company in a competitive environment. Mr. New is highly experienced in complex financial and investment transactions. He also has a legal background, which is useful in the governance and risk management issues facing our company.WILLIAM G. PARRETT Director since November 2007 PARRETT Director since November 2007Mr. Parrett, 71, is a former Senior Partner of Deloitte & Touche USA LLP, a public accounting firm. Mr. Parrett retired in 2007. From 2003 to 2007, he74, served as the Chief Executive Officer of Deloitte Touche Tohmatsu (DTT). Prior to serving as Chief Executive Officer of DTT, he was Managing Partner(Deloitte) from 2003 until May 2007. Mr. Parrett co-founded the Global Financial Services industry practice of Deloitte & Touche USA since 1999.and served as its first Chairman. Mr. Parrett joined Deloitte in 1967 and served in a series of roles of increasing responsibility. Mr. Parrett is a certified public accountant licensed by the Stateresponsibility until his retirement in 2007, including Managing Partner of New York.Deloitte & Touche USA., (since 2007) and Oracle Corporation (since May 2018). He also served as a director of iGATE Corporation from April 2013 until July 2015, UBS AG from 2008 to May 2018, Thermo Fisher Scientific Inc., UBS AGfrom 2008 to May 2018, and Conduent Incorporated.Incorporated from January 2017 to August 2019.CRAIG A. ROGERSON 2017 NomineeMr. Rogerson, 60, has served as the Chairman, President and Chief Executive Officer of Chemtura Corporation, a global, specialty chemicals company, since December 2008. Mr. Rogerson previously served as President, Chief Executive Officer and director of Hercules, Incorporated until its acquisition by Ashland, Incorporated in November 2008. Mr. Rogerson joined Hercules in 1979 in the firm's Water Management Chemicals Division. In April 1997, he left Hercules to join Wacker Silicones Corporation where he served as President and Chief Executive Officer. In May 2000, Mr. Rogerson rejoined Hercules as vice president, business operations of their BetzDearborn Division, eventually being named vice president and general manager of that division in August 2000. Prior to being named chief executive officer of Hercules in December 2003, Mr. Rogerson held a variety of senior management positions with the company including president of the Fiber Visions and Pinova Divisions, vice president-global procurement and chief operating officer.Mr. Rogerson serves on the boards of directors of Chemtura Corporation, PPL Corporation, the Society of Chemical Industry and the American Chemistry Council. He also serves on the Advisory Board of Michigan State University's Chemical Engineering and Material Science school. Mr. Rogerson previously served on the boards of First State Innovation and the Delaware Business Roundtable.Key Experience, Skills and other Qualifications:Mr. Rogerson brings to the board extensive managerial, financial, operational and international experience, which will be valuable to our business. His significant expertise in strategic planning, mergers and acquisitions, risk management, executive compensation and marketing, both as a chief executive officer and board member, will greatly assist our ability to complete the transformation of the Company into a sustainable, growing and profitable business. In addition, Mr. Rogerson’s experience successfully turning around Chemtura Corporation will be valuable as we complete the turnaround of the Company.and nominees for directorthat served during our last fiscal year has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) and is, or was during the period of their service during 2019, independent under our Director Independence Standards and the NYSE’s independence standards:standards of the New York Stock Exchange (NYSE): Richard Todd Bradley, Mark S. Burgess, James V. Continenza, Matthew A. Doheny, Jeffrey D. Engelberg, John A. Janitz, George Karfunkel, Philippe D. Katz, Jason New and William G. Parrett, Craig A. Rogerson and Derek Smith.Parrett. As our employee, James V. Continenza, our Executive Chairman, is not independent. Our former employee, Jeffrey J. Clarke, our Chief Executive Officer, iswas not independent.independent during the period of his service during 2019. In determining the independence of the non-management directors, the Board considered Mr. Karfunkel’s shareholdings and the affiliations of Messrs. New,Bradley, Engelberg, RogersonKatz and Smith,New, as affiliates of entities that hold or held an equity interest in our company (discussed under Certain Relationships and Related Transactions), and determined that such shareholdings and affiliations did not affect the independence of these directors and nominees.ek.client.shareholder.com/supporting.cfm.investor.kodak.com/supporting.cfm.ensureprovide independent oversight of management. James V. Continenza an independent director, serves as our Chairman of the Board and Jeffrey J. Clarke serves as our Chief Executive Officer.Chairman. The Board currently believes that it is appropriate to keephave the same person perform the roles of Chairman and Chief Executive Officer separateprincipal executive officer in order to best ensure independent oversight ofoversee our company and management.management and provide a unified structure ensuring strong and consistent leadership. The Company does not have a lead independent director. Instead, in accordance with our Corporate Governance Guidelines, our independent directors are required to meet in executive session without management and, at each such session, an independent director chosen by the independent directors will preside at such executive session.20162019 by, each of theseour standing committees.Director Name Audit and Finance
CommitteeCorporate Governance and
Nominating CommitteeExecutive Compensation
CommitteeJames V. Continenza Member Member Mark S. Burgess Member Matthew A. Doheny Member John A. Janitz Member Member George Karfunkel Member Jason New Chair Member William G. Parrett Chair Derek Smith Member Chair Total Meetings in 2016 6 2 6 Director Name Audit and Finance
CommitteeCorporate Governance and
Nominating CommitteeExecutive Compensation
CommitteeRichard Todd Bradley Member Member James V. Continenza(1) Jeffrey D. Engelberg Member George Karfunkel Member Philippe D. Katz(2) Member Chair Jason New Chair Member William G. Parrett Chair Total Meetings in 2019 7 2 3 (1) Mr. Continenza served as a member of the Governance Committee and the Executive Compensation Committee until February 2019, when he became our Executive Chairman. (2) Mr. Katz joined the Board and these committees in February 2019. Mark S. Burgess, Matthew A. Doheny,Jeffrey D. Engelberg, George Karfunkel, and William G. Parrett, Chair. The Audit and Finance Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.Act. The Board has determined that all members of the Audit and Finance Committee are independent and financially literate under NYSE listing standards. The Board has also determined that William G.Mr. Parrett possesses the qualifications of an “audit committee financial expert,” as defined by SEC rules.The Board has determined that William G. Parrett’s simultaneous service on the audit committees of three other public companies does not impair his ability to effectively serve on the Audit and Finance Committee. performance and independence; our systems of disclosure controls and procedures and internal controls over financial reporting; and the performance of our internal audit function. The Audit and Finance Committee charter is posted on our website at http://ek.client.shareholder.com/supporting.cfm.investor.kodak.com/supporting.cfm.Corporate Governance and Nominating Committee (Governance Committee) are James V. Continenza, John A. Janitz,Richard Todd Bradley, Philippe D. Katz, and Jason New, Chair, and Derek Smith. TheChair. Some of the primary duties of the Governance Committee are to oversee our corporate governance structure, which includes the development of our Corporate Governance Guidelines, recommend individuals to the Board for nomination as members of the Board and its committees, determine director independence, lead the Board in its periodic review of Board performance and review “Interested Transactions” in accordance with our Related Party Transactions PoliciesPolicy and Procedures. The Governance Committee charter is posted on our website at http://ek.client.shareholder.com/supporting.cfm.Table of Contentsinvestor.kodak.com/supporting.cfm.James V. Continenza, John A. Janitz,Richard Todd Bradley, Philippe D. Katz, Chair, and Jason New, and Derek Smith, Chair, all of whom the Board has determined are independent under NYSE listing standards.directors.directors, among other responsibilities. The Executive Compensation Committee charter is posted on our website at http://ek.client.shareholder.com/investor.kodak.com/supporting.cfm.For more information regardingIn accordance with its charter, the role of the Executive Compensation Committee and management in determining executive and director compensation, please see “Compensation Discussion and Analysis” and “Director Compensation” in this Proxy Statement.The Executive Compensation Committee may delegate authority to one or more subcommittees or management as it deems fit. The Executive Compensation Committee has delegated limited authority to our Chief Human Resources Officer to assist in the administration of executive compensation and equity-based compensation plans. TheExcept as a plan may otherwise provide, the Executive Compensation Committee has authorized the Chief Human Resources Officer to amend any executive compensation or equity-based compensation plan in which our named executive officers participate, other than to materially increase the benefits accruing to a participant under the plan, increase the number of shares available forEXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONMessrs. Continenza, Janitz, New and Smith served as members of the Executive Compensation Committee during 2016. There were no Executive Compensation Committee interlocks between our company and other entities involving our executive officers and directors.ek.client.shareholder.com/investor.kodak.com/supporting.cfm.Chief Executive Officer,Chairman, the Chief Financial Officer, the Controller, all other senior financial officers and all other Section 16 Executive Officers, as defined under Section 16 of the Securities Exchange Act of 1934, as amended (a Section 16 Executive Officer), are required to comply with our code of conduct, the “Business Conduct Guide.” We also have a Directors’ Code of Conduct. Our Business Conduct Guide and our Directors’ Code of Conduct are posted on our website at http://ek.client.shareholder.com/investor.kodak.com/supporting.cfm.areis posted on our website at http://ek.client.shareholder.com/investor.kodak.com/supporting.cfm. Under this policy, all of our directors are strongly encouraged to attend all Board meetings and our Annual Meeting of Shareholders. In 2016,2019, the Board held a total of eleven10 meetings. Each director attended more than 75% of the meetings of the Board and committees of the Board on which the director served. All of our then serving directors, with the exception ofexcept Mr. Doheny, who had a conflict,New, attended the Annual Meeting of Shareholders held on May 24, 2016.22, 2019.Executive sessionsEach executive session of our non-management directors areis chaired by ouran independent Chairman, James V. Continenza.Table of Contentsdirector, chosen by the independent directors to preside at such executive session. Corporate Secretary, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0224. Our ChairmanCommunications received will forward communications he receivesbe forwarded to the Board, the independent directors as a group or the individual director as directed, unless the communication is unduly hostile, threatening, illegal, does not reasonably relate to the Company or its business, or is similarly inappropriate. The Executive Chairman hasand the directors have authority to disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.companyCompany 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,Company, whether direct or indirect; and 6) if known to the shareholder, any material interest of suchAnnual Meetingannual meeting of Shareholdersshareholders (or a statement to the effect that no material interest is known to such shareholder).ek.client.shareholder.com/investor.kodak.com/supporting.cfm.attributes.attributes and the Board’s projected strengths and future needs. Based on the Governance Committee’s results of the assessment of Board needs, they may develop a target candidate profile. As provided in our Corporate Governance Guidelines, the Governance Committee seeks to create a multi-disciplinary Board that, as a whole, is strong in both its knowledge and experience. The Governance Committee generally usesmay use the services of a third-party executive search firm, as well as the personal network of the Board and senior management, and considers any previously recommended nominees when identifying and evaluating possible nominees for director. ThisThe search firm assists in identifying candidates who meet the skills and qualifications specified by the Governance Committee. A list of preferred candidates is developed and presented to the full Board, including the Executive Chairman, for review and input. Interest on the part of the potential candidate is gauged and an interview and reference check are performed. The full Board makes a determination with respect to the candidate. Candidates that are successfully elected to the Board participate in orientation sessions to familiarize them with our business. The Board has a mandatory retirement age of 72, unless an extension is approved by the Board, but in no event above age 75. In April 2020, the Board approved a waiver of the mandatory retirement age for Mr. Parrett for a one-year period.annualperiodic evaluation process.Chief Executive OfficerChairman and other key senior management positions and oversees our 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.ek.client.shareholder.com/investor.kodak.com/supporting.cfm.Annual Meeting.annual meeting.nineseven director nominees standing for election at the Annual Meeting have submitted an irrevocable letter of resignation as a condition of nomination pursuant to the Majority Vote Policy.in 2016, the committees of the Board oversaw:oversee:● ● ● ● ● Risk management relating to cybersecurity. , for 2019, PricewaterhouseCoopers LLP (PwC), iswas responsible for performing an independent audit of the consolidated financial statements and of our internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and for issuing a report of the results. As outlined in its charter, the Audit and Finance Committee is responsible for overseeing these processes.2016,2019, 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 our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Audit and Finance Committee reviewed and discussed the audited consolidated financial statements and significant accounting matters with management and the independent accountants.2016,2019, and the Board accepted the Audit and Finance Committee’s recommendations.in 2016.for 2019. In addition, the Audit and Finance Committee approved certain non-audit services provided by PwC and the estimated budget for those services. The Audit and Finance Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy.Mark S. BurgessMatthew A. DohenyJeffrey D. Engelberg
George KarfunkelREPORT OF THE EXECUTIVE COMPENSATION COMMITTEEExecutive Compensation Committee (the Committee) has reviewedfollowing tables and discussed with managementrelated narrative contain information regarding the following Compensation Discussion and Analysis prepared by the Company.Based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.Derek Smith, ChairJames V. ContinenzaJohn A. JanitzJason NewCOMPENSATION DISCUSSION AND ANALYSISOur Named Executive OfficersThis Compensation Discussion and Analysis discusses compensation awarded to, earned by, or paid to the following named executive officers during 2016 (whom we sometimes refer to as NEOs):●Jeffrey J. Clarke, Chief Executive Officer (CEO).●David E. Bullwinkle, Chief Financial Officer and Senior Vice President (CFO).●Brad W. Kruchten, President, Print Systems Division (PSD) and Senior Vice President.●Philip Cullimore, President, Enterprise Inkjet Systems Division, President, Micro 3D Printing and Packaging (MPPD), and Senior Vice President.●Eric-Yves Mahe, President, Software and Solutions Division and Senior Vice President.●John N. McMullen, former Chief Financial Officer and Executive Vice President.On June 13, 2016, Mr. McMullen notified us of his intention to resign, effective June 30, 2016, to pursue another business opportunity. On June 14, 2016, the Board appointed David E. Bullwinkle as the Company’s Chief Financial Officer and Senior Vice President, effective July 1, 2016. In connection with his appointment, we entered into a new employment agreement with Mr. Bullwinkle, effective July 1, 2016, on terms approved by the Committee as described under “Employment Agreements” beginning on page 30, which superseded Mr. Bullwinkle’s prior employment agreement.2016 Business HighlightsOur executive compensation programs are designed to provide appropriate incentives to our leaders to execute our strategy.Kodak’s strategy is to:●Use Kodak’s divisional structure to drive accountability, transparency, and speed of decision-making;●Focus product investment in growth engines - Sonora, Packaging, Micro 3D Printing and Software and Solutions;●Maintain a stable market leadership position and cash flows associated with Print Systems;●Manage the expected decline in and maximize cash generated by mature businesses;●Continue to streamline processes to drive cost reductions and improve operating leverage; and●Continue to explore opportunities to monetize the asset base.For the year ending December 31, 2016, Kodak continued to make good progress in executing on its strategy. During 2016, the Company achieved the following operating results:●Net earnings were $16 million, an improvement of $95 million as compared to 2015.●Total Company revenues for 2016 were $1.543 billion, a decline of $166 million from 2015 and within guidance of $1.5 billion to $1.7 billion for the year.●The Company continued to reduce selling, general and administrative expenses and research and development expenses. For 2016, these expenses were down 15% or $36 million from 2015 on a combined basis. This reduction in operating expenses includes $15 million of higher pension income.●The Company improved its capital structure in 2016 through the issuance of $200 million of Series A Convertible Preferred Stock and the repayment in full of 10.75% Senior Secured Second Lien Term debt. During 2016, $282 million of total secured debt was repaid. This will result in a net cash interest and dividend savings of $17 million in 2017.●The Company ended 2016 with $434 million of cash, which was down $113 million from December 31, 2015. While the cash balance at the end of 2016 was below the Company’s target, cash used in operating activities improved $82 million in 2016 compared to 2015.●From a product perspective:○In MPPD, the packaging business continued its strong growth in 2016 with FLEXCEL NX plate volume up 16% over 2015.○In the PSD, Sonora Process-Free Plates volume grew by 9% in 2016.In 2016, our compensation awards to our named executive officers reflected bothfor our two most recently completed fiscal years (one if the progress we made in our business strategyindividual was not a named executive officer for 2018), which ended on December 31, 2019 and the areas where our results did not meet our performance goals.December 31, 2018.Annual Variable Pay (EXCEL)For 2016, we provided ourOur named executive officers an annual variable incentive opportunity, knownfor 2019 are as follows:Compensation for ExcellenceChairmanLeadership (EXCEL). Payouts under EXCELSenior Vice Presidentbased on a formula that represents results achieved against Company performance metrics. Noincluded as named executive officers earned a 2016 EXCEL award.Please see the discussion following “Annual Variable Pay: Executive Compensation for Excellence and Leadership (EXCEL)” beginning on page 22 for more information regarding our EXCEL program.Long-Term IncentivesIn 2016, as provided in his employment agreement,because Mr. Clarke received a grantheld the position of equity in the form of stock options. Also, as provided in their respective employment agreements, Messrs. Kruchten, CullimoreChief Executive Officer during 2019 and Mahe each received a grant of equity, with one-half of the grant in the form of restricted stock units and the other half of the grant in the form of stock options. In addition, given that the employment agreement for Mr. Kruchten expired on September 3, 2016, he received an additional grant of equity on November 15, 2016 in place of the grant that heMahe would have received in 2017 if his employment agreement had not expired, and which is intended as an incentive to drive necessary growth in the Print Systems Division. One-half of the grant was in the form of restricted stock units and the other half of the grant was in the form of stock options. The grant to Mr. Kruchten will begin to vest on September 3, 2017 subject to his continued employment on that date. Also, given Mr. Bullwinkle’s promotion to Chief Financial Officer on July 1, 2016, he receivedbeen a grant of equity on July 1, 2016 pursuant to the terms of his new employment agreement. One half of the grant was in the form of restricted stock units and the other half of the grant was in the form of stock options. Mr. McMullen did not receive a grant of equity in 2016 due to his termination of employment effective June 30, 2016.Please see “Long-Term Incentive Compensation” on page 24 for more information on these awards.Best PracticesWe continually evaluate best practices in executive compensation and governance and consider modifications to our executive compensation programs that support our business strategies, provide an appropriate balance of risk and reward for our named executive officers, and align their compensation with long-term shareholder interests. Key compensation and governance practices include:●Prohibition on Hedging and Pledging.Our executive officers and directors are prohibited from engaging in any hedging or pledging transactions involving our equity securities. Please see “Restrictions on Hedging and Pledging” on page 27 for a description.●Share Ownership Guidelines. Our executive officers and directors are subject to share ownership guidelines. Please see “Share Ownership Guidelines” on page 27 for a description of executive officer guidelines and page 47 for a description of director guidelines.●Recoupment (“Clawback”) Policy.We have a policy requiring the recoupment of performance-based bonuses paid to named executive officers in the event of certain financial restatements. Please see “Recoupment (“Clawback”) Policy” on page 27 for a description.●Double-Trigger Change in Control Benefits.All arrangements with our named executive officers that provide change in control benefits contain a “double trigger” provision, which requires that the named executive officerexperience a qualifying termination following a change in control in order to receive change in control benefits. Please see “Change in Control Arrangements” on page 26 for a description.●No Change in Control Excise Tax Gross-Ups.None of our compensation arrangements provide for a gross-up to our named executive officers for any excise taxes incurred by them upon a change in control.DETERMINING EXECUTIVE COMPENSATIONCompensation PhilosophyOur compensation philosophy is to provide a compensation and reward program that:●Attracts, retains and motivates outstanding talent required to achieve our business objectives;●Drives profitable growth and increases shareholder value;●Incentivizes and rewards success in a diverse set of businesses;●Rewards both company and individual performance;●Provides an external market-based competitive compensation structure (base salary, variable pay and long-term incentives); and●Supports a corporate culture of customer focus, innovation, accountability, collaboration, agility, transparency and integrity.The guiding principles for our compensation philosophy are:●Market competitiveness: aggregate total direct compensation (base salary, variable pay and long-term incentive) should be near the market median, with flexibility to pay above the median where necessary to attract and retain specific talent. Please see “Elements of Compensation” beginning on page 21 for more details on each element of compensation, its objective and its key features.●Reinforce a performance-based culture: create greater line-of-sight and reward for divisional performance, with significant performance-based differentiation.Role of the CommitteeThe Committee annually reviews and approves goals and objectives relevant to the compensation of the CEO and evaluates, in conjunction with the full Board, the CEO’s performance in light of those goals and objectives, and sets the CEO’s individual elements of total compensation based on this evaluation. The Committee also approves all compensation and awards, including each component of total compensation, for each of our named executive officers and other Section 16 officers.Role of the CEO and ManagementOur CEO makes recommendations to the Committee regarding each compensation element for our named executive officers (other than the CEO himself), and reviews and discusses any changes to such compensation with the Committee. With respect to our performance-based plans, management (including our CEO and our CFO) develops performance goals based upon our strategic and operational imperatives and then proposes such performance goals to the Committee for its consideration. No member of management (including our CEO and our CFO) participates in the determination of his or her own compensation.Role of the Compensation ConsultantDuring 2016, the Committee continued to engage Lyons, Benenson & Company Inc. (Lyons Benenson), a compensation consultant, to assist the Committee. Lyons Benenson attends all Committee meetings and makes recommendations regarding director and officer compensation. During 2016, Lyons Benenson conducted a detailed compensation analysis of management’s compensation compared to the Company’s peer group. It was agreed that no change to existing compensation levels was warranted. Lyons Benenson did not provide any other services to the Company during 2016.Use of Market Reference DataWe review national survey data to provide a competitive frame of reference for compensation decisions and we compare the compensation of our named executive officers to the market median as a reference point to assist us in evaluating the competitiveness of their compensation. However, we do not necessarily adjust the compensation of any named executive officer to any specific percentile or other absolute measure.We use national survey data as a reference because it offers a reasonable representation of the cost to hire and retain talent. We compare our compensation to the market median as a reference because it enables us to attract and retain high quality talent and ensures that our executives generally receive competitive levels of compensation. In 2016, we used the Aon HewittU.S. Total Compensation Measurement (TCM™) Survey, the Towers Watson Compensation Data Bank (CDB) General Industry Executive Compensation Survey – US, the Radford Global Technology Survey and the Radford Global Sales Survey.Our peer group consists of selected companies drawn from a broad group of public companies from similar industries (commercial services and supplies, IT services, media, software and technology hardware, and storage and peripherals) that meet minimum performance tests and have similar business models to ours. The companies consideredbut for the peer group had to (1) be incorporated infact that he was not serving as an executive officer at the United States, (2) be traded on a stock exchange in the U.S., (3) have revenues between $1.2 billion and $6.6 billion, and (4) be categorized in a complementary GICS Sub-Industry. We then considered the total return, business alignment and other financial measurementsend of the companies in the selected group in order to achieve a group with closer alignment to us. In 2014, we approved a peer group consisting of the 15 companies listed below. In 2016, we continued to assess our NEO compensation levels against the Committee-approved peer group.2019.Name and
Principal
PositionYear Salary
($)(1)Bonus
($)Stock
Awards
($)(2)Option
Awards
($)(3)Non-Equity
Incentive Plan
Comp.
($)All Other
Comp.
($)(4)Total
($)J.V. Continenza
Executive
Chairman (5)2019 873,152 0 250,003 9,580,500 0 12,375 10,716,030 J.J. Clarke
Former Chief
Executive Officer
(6)2019 164,808 0 0 0 0 1,692,308 1,857,116 2018 996,516 0 0 1,000,001 0 0 1,996,517 R.W. Byrd
General Counsel,
Secretary and
Senior Vice
President(7)2019 320,820 0 175,002 175,000 0 0 670,822 D.E. Bullwinkle
Chief Financial
Officer, President,
Eastman Business
Park and Senior
Vice President2019 458,397 0 0 0 0 0 458,397 E. Mahe
Former President,
Brand, Film and
Imaging Division,
and Former Senior
Vice President(8)2019 313,422 0 0 350,011 0 317,985 981,418 2018 469,876 0 275,001 275,005 0 163,855 1,183,737 3D Systems Corporation(1)Electronics for Imaging, Inc.Quad/Graphics, Inc.Adobe Systems IncorporatedLexmark International, Inc.SanDisk CorporationAdvanced Micro Devices, Inc.Nuance Communications, Inc.Silicon Graphics International Corp.ARRIS Group, Inc.NVIDIA CorporationSynopsis, Inc.Ciena CorporationOmniVision Technologies, Inc.Xilinx, Inc.We comparedThis column reports the base salaries, total target cash compensation and total direct compensation of our named executive officers to those of comparable positions within our peer group, as well as survey market data in late 2016, but did not make any changes to the base salaries, total target cash compensation or total direct compensation of our named executive officers other than an increase in Mr. Bullwinkle’s base salary and target annual variable pay in connection with his promotion to Chief Financial Officer and Senior Vice President. We may use the peer group, as well as survey market data, as a competitive frame of reference for compensation decisions in the future, but as noted above, we do not target any specific percentile.We use base salary, annual variable pay and long-term incentives as our primary elements of direct compensation to be competitive with market practice. These elements have the following objectives and features:Compensation ElementObjectiveKey FeaturesBase SalaryProvide a regular source of income to our named executive officers to compensate them for fulfilling the regular duties and responsibilities of their positions.We typically review base salaries annually, but do not automatically increase salaries. Rather, base salaries are adjusted only if deemed appropriate by us in consideration of: (1) experience; (2) responsibilities; (3) the importance of the position relative to our other senior management positions; (4) external relative scope or changes in the competitive marketplace; and (5) years elapsed since the last base salary change. Any change in an executive’s base salary will affect an executive’s target opportunity under our annual variable pay plan, which is based on a percentage of base salary.Annual Variable Pay (EXCEL)Drive the annual performancepaid to each of our named executive officers during each year reported. For 2019, the amount shown for Mr. Continenza includes $37,619 of cash fees that he received as a director prior to align their financial interests withhis appointment as our business strategy and the interests of our shareholders.Annual variable pay is considered at risk. Payouts are based on a formula that represents results achieved against performance metrics.Long-Term Incentives (restricted(2)This column reports the grant date fair value (as calculated for financial reporting purposes), without any reduction for risk of forfeiture, for all restricted stock units stock options or cash)Align executive compensation(RSUs) granted during each year reported. The amounts reported in this column have been calculated in accordance with shareholder interests; create incentivesFASB ASC Topic 718. For 2019, prior to his appointment as our Executive Chairman, Mr. Continenza received a grant of RSUs for executive retention; encourage long-term performance;his service as a director on January 8, 2019 with a grant date fair value for each RSU granted of $2.84, and promote stock ownership.Our long-term incentives are mainly in the formMr. Byrd received a grant of equity-based compensation awards, which tie our named executive officers’ wealth creation to the performanceRSUs on January 16, 2019 with a grant date fair value for each RSU granted of our stock and provide a retention incentive with multi-year vesting schedules.Additionally, we provide indirect compensation to our named executive officers that includes retirement benefits (exceptMr. Mahe), severance protection and limited perquisites. Our U.S. named executive officers are also eligible to participate in the benefit plans and programs that are generally available to our U.S. employees. Mr. Cullimore participates in the benefit plans, policies and arrangements (other than severance) that are provided to similarly situated executives in Switzerland. Mr. Mahe participates in the benefit plans, policies and arrangements (other than severance) that are provided to employees under local(3) This column reports the grant date fair value (as calculated for financial reporting purposes), without any reduction for risk of forfeiture, for all stock option awards granted during each year reported. The amounts reported in this column have been calculated in accordance with FASB ASC Topic 718. For valuation assumptions with respect to our stock option grants, please see Note 23 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2019. For 2019, Mr. Continenza received a grant of stock options upon his appointment as our Executive Chairman on February 20, 2019. The grant was issued in four tranches. The first tranche has an exercise price of $3.03, which was the closing price of a share on the grant date, with a Black-Scholes value for each stock option of $1.92. The second tranche has an exercise price of $4.53, with a Black-Scholes value for each option of $1.69. The third tranche has an exercise price of $6.03, with a Black-Scholes value for each option of $1.51. The fourth tranche has an exercise price of $12, with a Black-Scholes value for each option of $1.09. Mr. Byrd received a grant of stock options on January 16, 2019 with an exercise price of $3.09, which was the closing price of a share on the grant date, with a Black-Scholes value for each stock option of $1.95, which vest in substantially equal installments on the first, second and third anniversaries of the grant date. Mr. Mahe received a grant of stock options on April 28, 2019. The grant was issued in 4 tranches. The first tranche has an exercise price of $2.45, which was the closing price of a share on the grant date, with a Black-Scholes value for each stock option of $1.61. The second tranche has an exercise price of $3.95, with a Black-Scholes value for each option of $1.39. The third tranche has an exercise price of $5.45, with a Black-Scholes value for each option of $1.24. The fourth tranche has an exercise price of $12, with a Black-Scholes value for each option of $0.86. These stock options were forfeited in their entirety upon his separation from the Company effective August 25, 2019. (4) The table below shows the components of the All Other Compensation column for 2019: Name Amount ($) J.V. Continenza(a) 12,375 J.J. Clarke(b) 1,692,308 R.W. Byrd 0 D.E. Bullwinkle 0 E. Mahe(c) 317,985 (a) Other Compensation for Mr. Continenza is $12,375 for the legal fees we paid on his behalf pursuant to his employment agreement relating to the negotiation of such agreement. There was no additional compensation recognized as a result of the accelerated vesting of his stock options granted on February 20, 2019 in connection with the consummation of a change in control under his award agreements on May 24, 2019 because the closing price of a share on such date was less than the exercise price of the stock options. (b) Other compensation for Mr. Clarke is severance payments of $1,692,308. (c) Other compensation for Mr. Mahe includes $161,293 (SGD 220,000) paid as severance, $54,137 (SGD 73,841) paid as a housing allowance, $34,430 (SGD 46,962) paid out for accrued, unused vacation, $28,493 (SGD 38,864) paid as a car allowance, $38,181 (SGD 52,077) paid as a travel allowance, and $1,452 (SGD 1,980) in insurance premiums that the Company paid to provide disability and life insurance benefits to Mr. Mahe. These amounts for Mr. Mahe were converted from Singapore dollars to U.S. dollars using a 2019 average exchange rate of 0.733151. (5) Mr. Continenza was appointed to the role of Executive Chairman effective February 20, 2019. (6) Mr. Clarke mutually agreed to terminate his employment with the Company effective February 20, 2019. (7) Mr. Byrd was appointed to the role of General Counsel, Secretary and Senior Vice President effective January 16, 2019. (8) Amounts shown for Mr. Mahe for 2019 were converted from Singapore dollars to U.S. dollars using a 2019 average exchange rate of 0.733151. Singapore practice. Please see “Other Compensation” beginning on page 24 for more information on the indirect compensation of our named executive officers.2016NARRATIVE TO SUMMARY COMPENSATION DECISIONSTABLE annual base salary rate for each named executive officer in 2016 is set forth in the “2016 Annual Base Rates and 2016 EXCEL Target Opportunities” table below. Mr. Bullwinkle’s salary was increased from $270,000 to $400,000 in July 2016 under his new employment agreement, which was entered into in connection with his promotion to Chief Financial Officer and Senior Vice President. Otherwise, no changes were made to the base salaries of our named executive officers, during 2016.Annual Variable Pay: Executive Compensationexcept for Excellence and Leadership (EXCEL)For 2016, we provided an annual variable incentive opportunity to drive annual performance aligned to success in our business strategy, known as Executive Compensation for Excellence and Leadership (EXCEL). Payouts under EXCEL are based on a formula that represents results achieved against performance metrics. The maximum award for any named executive officer is the lesser of 10% of the EXCEL aggregate award pool (without discretion), 500% of the named executive officer’s base salary on the last day of the previous year, or $5 million. We may not exercise positive discretion to increase the size of a named executive officer’s award above the maximum award levelMr. Byrd, were established under EXCEL.We assign target opportunities under EXCEL based on a percentage of base salary. In establishing the target percentages, we reference market total target cash compensation data to determine whether base salary and variable pay opportunities are competitive with the market. It is important that both the total target compensation and the mix between base salary and annual variable pay are competitive. The target variable pay opportunities for our named executive officers were determined as part of their contract negotiations.Bullwinkle’s target variable pay opportunityByrd was increased to $325,000 on January 16, 2019 upon his appointment as our General Counsel. The base salary for Mr. Bullwinkle was previously increased to $460,000 effective November 12, 2018 upon acceptance of the Chief Financial Officer role. The base salary for Mr. Mahe was increased from 45%SGD 600,000 to 65% of his base salary in July 2016 under his new employment agreement, which was entered into in connection with his promotion to Chief Financial Officer and Senior Vice President. Otherwise, no other adjustments were made to the target variable pay opportunities for any named executive officer in 2016.The following table shows the 2016 annual base salary rates and the 2016 full-year EXCEL target opportunity as a percentage of base salary for each of our named executive officers:2016 Annual Base Rates and 2016 EXCEL Target OpportunitiesName Annual Base Salary Rate EXCEL % Target Opportunity EXCEL $ Target Opportunity J.J. Clarke $1,000,000 100% $1,000,000 D.E. Bullwinkle $400,000 65% $260,000 B.W. Kruchten $465,000 75% $348,750 P. Cullimore(1) $548,440 50% $274,220 E. Mahe(2) $434,844 50% $217,422 J.N. McMullen $600,000 75% $450,000 (1)Mr. Cullimore’s base salary is CHF 540,000. The amount shown was converted from Swiss francs to U.S. dollars using a 2016 average exchange rate of 1.01563.(2)Mr. Mahe’s base salary is SGD 600,000. The amount shown was converted from Singapore dollars to U.S. dollars using a 2016 average exchange rate of 0.72474.EXCEL Design and Performance ResultsPerformance GatesFor 2016, we established performance gates as partSGD 660,000 on June 11, 2018 upon acceptance of the EXCEL program, which provided that no payments under EXCEL would be made unless the performance gates were satisfied. The performance gates for 2016 were: (a) compliance with our financial covenants contained in the September 3, 2013 exit financing arrangements,President, Brand, Film and (b) December 31, 2016 Consolidated Cash Balance of at least $542M, excluding RED cash balance (December 31, 2015 Consolidated Cash Balance less RED cash of $4.9M).(1) We used these performance gates to ensure that no award would be earned absent financial covenant complianceTable of ContentsImaging Division role.and a minimum level of Consolidated Cash Balance. Please see “EXCEL: Definitions of Metrics” beginning on page 34 for more information about the performance gates.(1)Threshold adjusted down should the Company decide to use cash, subject to applicable governance approvals for:(1) repurchasing debt or equity; (2) specific Board-approved decisions on non-recurring cash use for strategic initiatives;(3) cash expenditure in excess of $5M in the aggregate for disposition or acquisition projects during the year or (4) other Board-approved non-recurring actions. Consolidated Cash Balance at December 31, 2016 includes cash proceeds from planned or unplanned asset or business sales or dispositions.Performance Metrics Design and ResultsWe continued to use Company-wide metrics for the 2016 EXCEL performance period so that the 2016 EXCEL metrics would align to our external guidance, which is reported on a Company-wide basis. The performance factors, associated weights, performance metrics and adjustments are set forth in the following table.Performance FactorWeightThreshold (50%)Target (100%)Stretch (200%)Revenue50%$1,500M$1,600MN/AOperational EBITDA after Variable Pay Accrual50%(1)$130M$145M$208M(1) The portion of Operational EBITDA performance above target is weighted 100%.We selected Revenue and Operational EBITDA after Variable Pay Accrual as the performance factors to maintain focus on earnings from our operational performance while also driving growth through a focus on our revenue. Operational EBITDA after Variable Pay Accrual is a non-GAAP measure. The reasons for using non-GAAP measures and reconciliations of non-GAAP measures to the most closely comparable GAAP measures are presented in Exhibit A to this Proxy Statement. Please see “EXCEL: Definitions of Metrics” beginning on page 34 for more information about the performance metrics.We established the targets based on our annual commitment plan for 2016, and we used payout slopes that generally reflected a combined performance under the associated metrics so the under-performance of one metric generally would offset any over-performance in another metric. Any portion of Operational EBITDA performance above target is weighted 100%. The plan matrices also included a minimum Operational EBITDA (after Variable Pay Accrual) of $130M. After calculating performance against the matrices, the payout would be capped if payout would result in Operational EBITDA below the $130M minimum.Determination of 2016 Named Executive Officer EXCEL AwardsAchievement of the Performance GatesOne of the two performance gates for 2016 EXCEL awards was not achieved. We complied with the financial covenants contained in the September 3, 2013 exit financing arrangements, but our December 31, 2016 Consolidated Cash Balance of $434M did not satisfy the performance gate requirement that we have a December 31, 2016 Consolidated Cash Balance of at least $455M, excluding RED cash balance and adjusted for repurchase of debt or equity as provided for under EXCEL design.Actual Performance:The following table shows the results for the Revenue and Operational EBITDA after Variable Pay Accrual performance factors for 2016. The result for the Revenue performance factor was above the threshold amount, and the result for the Operational EBITDA after Variable Pay Accrual performance factor was also above the threshold amount.Performance FactorWeightThreshold (50%)Target (100%)Stretch (200%)ResultRevenue50%$1,500M$1,600MN/A$1,543MOperational EBITDA after Variable Pay Accrual50%(1)$130M$145M$208M$144M(2)(1)The portion of Operational EBITDA performance above target is weighted 100%.(2)Given that the cash performance gate was not achieved, there was no variable pay accrual subtracted from the Operational EBITDA result (both pre and post-accrual amount was $144M).EXCEL Awards Paid to NEOs for 2016None of our named executive officers earned an EXCEL payment for 2016 because one of the two performance gates was not achieved.Long-term incentives, mainlyUpon his appointment to the position of Executive Chairman, Mr. Continenza received a grant of stock options under our 2013 Omnibus Incentive Plan (the “Plan”) in 2019. The grant was issued in 4 tranches as follows:● Tranche 1 (1,150,000 stock options) has an exercise price of $3.03, which was the closing price of a share on the grant date; ● Tranche 2 (350,000 stock options) has an exercise price of $4.53; ● Tranche 3 (350,000 stock options) has an exercise price of $6.03; and ● Tranche 4 (200,000 stock options) has an exercise price of $12. formoccurrence of equity, are a significant partchange in control under the Plan. As a result, all of our compensation program for our named executive officers.Mr. Continenza’s then unvested stock options granted on February 20, 2019 vested as of May 24, 2019.As provided inPursuant to his amended and restated employment agreement, Mr. Clarke received a grant of stock options under the Eastman Kodak Company 2013 Omnibus Incentive Plan in 2016 on the second anniversary of the effective date of his employment agreement2018 with a grant date value of $1 million and an above-market exercise price of $15.00 per share, which were to vest one-third upon the first, second and third anniversaryanniversaries of the grant date. Upon Mr. Clarke’s separation from the Company on February 20, 2019, the first installment vested and the second and third installments were forfeited.As provided inUpon his employment agreement,appointment as our General Counsel effective January 16, 2019, Mr. BullwinkleByrd received a one-time promotiongrants of equity grantawards under the Eastman Kodak Company 2013 Omnibus Incentive Plan in 2016 with a total grant date value of $600,000,$350,000, with one-half of the grant date value in the form of restricted stock units (RSUs) and the other half of the grant date value in the form of stock options. These RSUs and stock options vest one-third upon the first, second and third anniversary of their respective grant dates.Under their respective employment agreements, Messrs. Kruchten and Cullimore were entitled to receive an annual long-term incentive award with a grant date value of $840,000 and $200,000, respectively. As provided in their respective employment agreements, Messrs. Kruchten and Cullimore received a grant of equity under the Eastman Kodak Company 2013 Omnibus Incentive Plan in September 2016 with grant date values of $840,000 and $200,000, respectively, with one-half of the grant date valueawarded in the form of RSUs and the other half of the grant date value awarded in the form of stock options. These RSUs and stock options with an exercise price equal to the closing share price on the grant date, both of which vest one-third upon the first, second and third anniversaryanniversaries of their respectivethe grant dates.date.Kruchten alsoMahe received an additional grantgrants of equity awards under the Eastman Kodak Company 2013 Omnibus Incentive Plan in November 20162018 with a total grant date value of $840,000,$350,000, with one-half of the grant date value awarded in the form of RSUs and the other half of the grant date value awarded in the form of stock options. The vesting schedule for these RSUs and stock options startswith an exercise price equal to the closing share price on September 3, 2017 with vesting terms of one-third upon the first, second and third anniversary of the vesting start date, contingent upon Mr. Kruchten’s continued employment.Under his employment agreement, Mr. Mahe is entitled to receive an annual long-term incentive award with a grant date value of $250,000. In 2015, in recognition of the significant expansion of his role since he joined the Company, the Committee determined that Mr. Mahe’s annual long-term incentive award for future years (beginning in 2016) will have a grant date value of $350,000, instead of the $250,000 grant date value specified under his employment agreement. Accordingly, Mr. Mahe received a grant of equity under the Eastman Kodak Company 2013 Omnibus Incentive Plan in 2016 with a grant date value of $350,000, with one-half of the grant date, value in the formboth of RSUs and the other half of the grant date value in the form of stock options. These RSUs and stock optionswhich vest one-third upon the first, second and third anniversaryanniversaries of their respectivethe grant dates.Underdate. Upon Mr. Mahe’s separation from the Company on August 25, 2019, the second installment vested immediately and the third installment was forfeited. Pursuant to his employment agreement, Mr. McMullen was entitled to receive an annual long-term incentive awardMahe received a grant of equity in the form of stock options under the Plan in 2019 with a grant date value of $1 million, but due$350,000, which were to his termination of employment effective June 30, 2016, Mr. McMullen did not receive a grant of equity in 2016.The grant date valuesvest upon the first, second and third anniversaries of the long-term incentives for our named executive officers were generally determined as part of their contract negotiations. The grant date value of Mr. Kruchten’s additionaldate. Upon his separation from the Company on August 25, 2019 this equity award was equal to the last grant under his contract.forfeited in its entirety.Please see the “Grants of Plan-Based Awards Table” on page 33 for the number and grant date fair value of these equity awards.OTHER COMPENSATIONNon-Equity Incentive CompensationTax-Qualified Retirement Plans: KRIP and SIPWe offer tax-qualified retirement plans in the U.S. that are designed and intended to attract and retain employees. Our tax-qualified defined benefit plan, comprised of a cash balance component and a traditional defined benefit component (KRIP), and our tax-qualified 401(k) defined contribution plan (SIP), cover all U.S. employees. Benefit accruals in the traditional defined benefit component of KRIP and employer contributions to SIP were frozen as of January 1, 2015. Effective as of January 1, 2015, the cash balance accrual component of KRIP was increased from 4% to 7% to reflect the corresponding 3% decrease in the SIP match. The details of KRIP are described following the “Pension Benefits Table” beginning on page 37.Switzerland PensionParticipating employees in the Kodak EK Sarl Switzerland Cash Balance Plan (including Mr. Cullimore) are provided an old-age savings account balance, and for every month the participating employee works, an amount is credited to the account. The amount credited to the account from the employer is dependent upon the participating employee’s age and ranges from 3.5% to 11%. The old-age savings account balance earns interest monthly based upon a statutory rate determined by the Federal Council. A participating employee may retire at any time after age 58. The amount ofFor 2019, the annual retirement pension is determined on the basisvariable incentive opportunity, known as Executive Compensation for Excellence and Leadership (EXCEL), was suspended and none of the old-age savings account balance at the time of retirement, including interest, and is payable for the remainder of the participating employee’s life, with a reduced portion payable to a surviving beneficiary. The calculation basis for converting the lump sum to an annual retirement pension shall be based upon rates provided by the Swiss Financial Market Supervisory Authority FINMA at the time of the calculation. A participating employee may alternatively request payment in the form of a lump sum or partial lump sum in exchange for their retirement pension.Non-Qualified Retirement Plan: KURIPUntil September 3, 2013, we provided non-qualified retirement benefits to our eligible U.S. employees under the Kodak Unfunded Retirement Income Plan (KURIP). KURIP was an unfunded retirement plan designed to provide our eligible U.S. employees with pension benefits that (1) made up for the Internal Revenue Code’s (Code) 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.Eligible U.S. employees continued to earn benefits under KURIP after our Chapter 11 filing date. KURIP was terminated upon our emergence from bankruptcy. KURIP benefits earned after the filing date and prior to emergence from bankruptcy on September 3, 2013 were frozen and are payable as a lump sum upon the employee’s termination of employment with us (less applicable withholding and subject to compliance with Code Section 409A).Mr. Kruchten is the only named executive officer with a benefit under KURIP. The details of KURIP are described following the “Pension Benefits Table” on page 37.PerquisitesDuring 2016, Messrs. Clarke and McMullen each received a housing and travel allowance of $5,000 per month for travel to and from Rochester, New York. Any expenses for other business-related travel are separately reimbursed. Additionally, we provided Messrs. Clarke and McMullen with gross-up payments for the income and employment taxes associated with the allowances paid to them in 2016. Mr. Cullimore received a monthly car allowance of $1,320 (CHF 1,300), which is paid directly to him as a monthly lump sum subject to tax. We also provided disability and life insurance benefits to Mr. Cullimore, for which we paid the premiums. (The Swiss francs were converted to U.S. dollars using a 2016 average exchange rate of 1.01563). During 2016, Mr. Mahe received a housing allowance of $82,620 (SGD 114,000) and company car allowance of $43,484 (SGD 60,000) in accordance with local Singapore practice. (The Singapore dollars were converted to U.S. dollars using a 2016 average exchange rate of 0.72474). We also provided disability and life insurance benefits to Mr. Mahe, for which we paid the premiums, and an executive physical benefit, for which we paid the cost.The value of these perquisites is included in the “All Other Compensation” column of the “Summary Compensation Table” on page 28.Severance ArrangementsWe provide our named executive officers with severance provisions designed to serve as a retention tool and to provide incentive for the named executive officers to focusreceived an EXCEL payment.● An annual base salary of $1 million; ● Participation in our EXCEL Plan, with an annual target opportunity of 75% of base salary and a maximum of 200% of target; ● An initial grant of stock options on February 20, 2019, issued in tranches as follows: ■ Tranche 1 (1,150,000 stock options) has an exercise price equal to the closing price of a share on the grant date; ■ Tranche 2 (350,000 stock options) has an exercise price equal to the closing price of a share on the grant date plus $1.50; ■ Tranche 3 (350,000 stock options) has an exercise price equal to the closing price of a share on the grant date plus $3.00; and ■ Tranche 4 (200,000 stock options) has an exercise price equal to $12.00; and ● Participation in all benefit plans, policies and arrangements that are provided to employees generally. best interestsgrant date; and (2) the remaining 50% of shareholderseach tranche vested in connection withfour substantially equal instalments on May 20, 2019, August 20, 2019, November 20,transformational componentsconsummation of our strategic plan givena change in control under the award agreements, any unvested options immediately become vested.in certain instances, an executive’s successful completion of his or her responsibilities may result in the elimination of his or her job. These severance provisions also provide an incentiveif Mr. Continenza’s employment was terminated by us for the named executive officersany reason other than cause prior to sign a release of claims against us,February 20, 2020, he would have been eligible to refrain from competing with us and to cooperate with us both before and after theirreceive (less any applicable withholding):● an amount equal to any remaining base salary that would have been due had the employment not been terminated prior to such date, and ● any stock options which are outstanding and unvested as of the date of such termination shall immediately become fully vested. is terminated. When approving any agreement for employment or retention, we focus on the reasons for which severance may be triggered relative to the named executive officer’s position and responsibilities.Each of the employment agreements with Messrs. Clarke, Bullwinkle and Mahe provide severance benefits in the event hisfurther provides that if Mr. Continenza’s employment is terminated by us without “cause” or ifcause after February 20, 2020, he terminates for “good reason.” The definitions of “cause” and “good reason” aswould be eligible to receive (less any applicable withholding):● any annual incentive for the fiscal year ending immediately prior to the year in which his employment was terminated that was forfeited upon such termination (subject to achievement of applicable performance targets consistent with the terms of the EXCEL Plan), and ● a pro-rated portion of the annual incentive that was forfeited upon termination in respect of the fiscal year in which his termination occurs (subject to achievement of applicable performance targets consistent with the terms of the EXCEL Plan). these severance provisions are set forth below inreceive the “Potential Payments upon Termination or Change in Control” discussion beginning on page 39. Mr. Clarke’s employment agreement also provides that if his employment terminates by reason of the expiration of his scheduled employment term, he is entitled to certainpost-termination benefits as more fully described under “Individual Termination Arrangements” beginning on page 40.Since 2013, the severance benefits of Mr. Kruchten were provided pursuant to the terms of an individual employment agreement with him, which became effective upon the effective date of our Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, and which we generally refer to as an Emergence Contract. The Emergence Contract had a term of three years and expired in September 2016. Since the expiration of the Emergence Contract, the severance benefits for Mr. Kruchten are provided under the Company’s Officer Severance Policy, as discussed below under “Officer Severance Policy” on this page.Since 2013, the severance benefits of Mr. Cullimore were also provided pursuant to the terms of an Emergence Contract. However, in May 2016,payable in connection with the planned sale of our Prosper enterprise inkjet printing business, we entered into an individual retention agreement with Mr. Cullimore, which provides severance benefits in the event his employment is terminated by us without “cause” or if he terminates for “good reason.” The definitions of “cause” and “good reason” as applicable to these severance provisions are set forth below in the “Potential Payments upon Termination or Change in Control” discussion beginning on page 39.The employment agreement with Mr. McMullen provided for severance benefits in the event his employment was terminated by us without “cause” or if he terminated for “good reason.” However, no severance benefits were payable as a result of Mr. McMullen’s voluntary termination of employment with the Company effective June 30, 2016.Officer Severance PolicyIn order to provide severance benefits to certain officers and employees, we have maintained an Officer Severance Policy (Policy) since November 10, 2015. The Policy provides for compensation to eligible corporate officers, in the event of a qualifying termination without “cause” or with “good reason.”Under the Policy, “cause” is generally definedcause after February 20, 2020 are subject to include a participant’s failure to perform his duties or follow proper direction, violation of Company rules, possession, use or sale of controlled substances, certain actions that result in a penalty against the Company or could result in violation of law, conviction of a crime, misrepresentation or concealment of a material fact from the Company or breach of our Business Conduct Guide or his Eastman Kodak Company Employee’s Agreement. “Good reason” is generally defined to include a material diminution in compensation, authority or responsibilities, transfer to a new work site that increases the participant’s one-way commute by more than 75 miles, and failure of an acquirer or successor entity to offer the participant employment with comparable severance protection.By its terms, the Policy does not apply to (1) our chief executive officer, (2) a corporate officer with an employment agreement with an indefinite term, or (3) an employee with an Emergence Contract during the remaining term of his or her agreement. It also does not provide benefits to any employee who, at the time of termination, is covered by another severance agreement or arrangement with the Company. Accordingly, as our CEO, Mr. Clarke is not eligible for benefits under the Policy, and neither are Messrs. Bullwinkle and Mahe because they each have an employment agreement with an indefinite term. Mr. McMullen also was not eligible for benefits under the Policy because, prior to his termination of employment effective June 30, 2016, he had an employment agreement with an indefinite term. Mr. Kruchten was entitled to severance benefits only under his Emergence Contract until it expired in September 2016, at which time he became eligible for separation pay under the Policy. Mr. Cullimore is not covered under the Policy because his individual retention agreement provides for severance benefits. Please see “Individual Termination Arrangements” beginning on page 40 for more details on the severance provisions for Messrs. Clarke, Bullwinkle and Mahe under their respective employment agreements, and the severance provisions for Mr. Cullimore under his retention agreement.The Policy provides that a participant is generally entitled to receive separation pay equal to his or her base salary in effect as of the date of termination. However, Mr. Kruchten is eligible for grandfathered benefits under the Policy, and is entitled to separation pay at the prior level (1.5 times total target cash compensation) specified under his Emergence Contract. Payment under the Policy is conditioned on a participant’s execution of a general waiver and release and his or her compliance withcovenant not to sue in favor of us. The post-termination payments provided under the Policy’s non-disparagement provisions.For additional information regarding the potential severance benefits payable to our named executive officers under various circumstances, please see the discussion preceding the “Severance Payments Table” beginning on page 43.Change in Control ArrangementsThe employment agreements with Messrs. Clarke, Bullwinkle and Mahe allow for payment of severance under certain conditions following a change in control (double trigger). The employment agreement for Mr. McMullen, prior to his terminationare in lieu of employment effective June 30, 2016, also allowed for such payments. These provisions were designed to protect against the possible loss of certain benefits after a change in control. Please see “Individual Termination Arrangements” beginning on page 40 for more details on these provisions. We believe that a double trigger is appropriate for such payments because it helps to ensure that these individuals do not receive an unintended benefit by receiving severance payments while continuing in their position following a change in control.Additionally,those provided under our 2013 Omnibus Incentive Plan, we may provide for accelerated exercisability, lapse of restrictions or deemed satisfaction of performance goals with respect to any outstanding awards upon a change in control. While we do not believe that automatic acceleration of vesting is appropriate upon a change in control because an executive may continue in his position, we do believe that allowing the Committee the discretion to accelerate vesting of equity awards upon a change in control is appropriate because it may not be possible to continue vesting of existing equity awards or to replace existing equity awards with comparable awards of the acquiring company’s equity, and the acceleration of vesting would provide the executives with the same rights as other shareholders to sell their equity in the Company at the time of a change in control.Risk Mitigating PoliciesRecoupment (“Clawback”) PolicyThe Board has a policy requiring the recoupment of bonuses paid to named executive officers in the event of certain financial restatements. Under this policy, which is posted on our website at http://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 predicated upon the achievement of certain financial results that were subsequently the subject of a restatement;●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 the officer based upon the restated financial results.In each such instance, we 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 interest.Restrictions on Hedging and PledgingOur executive officers and directors are prohibited from engaging in any transactions (such as puts, calls, options or other derivative securities) with respect to our equity securities held by them to hedge or offset any decrease in the market value of those equity securities.Our executive officers and directors are also prohibited from purchasing our equity securities on margin, borrowing against our equity securities on margin or pledging our equity securities as collateral for a loan.Share Ownership GuidelinesOur executive officers are expected to accumulate certain levels of ownership of our equity securities within five years of the adoption of our stock ownership guidelines on May 12, 2015, or first becoming an executive officer, as follows:Holding RequirementTitleTarget ShareOwnershipBefore Target MetAfter Target MetCEO5X base salary50% of net-settledsharesNoneExecutive Vice President3X base salarySenior Vice President2X base salaryVice President and Other Officers1X base salaryThe holding requirement does not pertain to grants already received at the time of the adoption of the guidelines or to grants of equity awards made in satisfaction of the 2015 EXCEL or other variable pay program.If an executive officer receives a promotional salary increase, we may extend that executive officer’s time to meet the ownership guidelines by one year, at our discretion.Policy on Qualifying CompensationWhen designing all aspects of compensation, we consider the deductibility of executive compensation under Section 162(m) of the Code. Section 162(m) provides that deductions are capped at compensation of $1 million paid to Covered Employees (as defined in Section 162(m)), other than compensation that is “performance-based.” Certain of our compensation arrangements may permit, but do not require, us to award compensation that meets the requirements for “performance-based” compensation under Section 162(m). Generally, whether compensation will be deductible under Section 162(m) will be a factor, but not a decisive factor with respect to our decisions. We reserve the right to administer our compensation arrangements in a manner thatdoes not satisfy the requirements of Section 162(m) as we determine to be appropriate. We make no representation that the compensation of our named executive officers will be fully deductible for federal income tax purposes.Say-On-PayIn 2016, we held an advisory vote on our compensation program for our named executive officers, commonly referred to as the say-on-pay vote, which resulted in 99.7% of the votes cast approving our compensation program for our named executive officers. We evaluated the results of this vote as part of our overall assessment of our compensation program for our named executive officers. Based on this overall assessment and the strong support expressed by our shareholders, we did not make any related material changes to our compensation program for our named executive officers in 2016.In 2014, we held an advisory vote on the frequency of our say-on-pay vote, which resulted in 99.8% of the votes cast recommending an annual frequency for the say-on-pay vote. After considering that recommendation, the Board determined that the say-on-pay vote will be held annually until the next required vote on the frequency of the say-on-pay vote to be held at our Annual Meeting of Shareholders in 2020.COMPENSATION OF NAMED EXECUTIVE OFFICERSName and
Principal
PositionYear Salary
($)(1)Bonus
($)Stock
Awards
($)(2)Option
Awards
($)(3)Non-Equity
Incentive Plan
Comp.
($)(4)Change in
Pension
Value and Non-
Qualified Deferred
Comp. Earnings
($)(5)All Other
Comp.
($)(6)Total
($)J.J. Clarke
CEO2016 996,516 0 0 1,000,001 0 19,056 164,855 2,180,428 2015 1,034,843 0 0 1,000,000 0 17,581 162,610 2,215,034 2014 758,885 0 3,000,024 1,000,004 0 9,765 91,094 4,859,772 D.E. Bullwinkle
CFO2016 331,840 0 300,002 300,001 0 22,176 0 954,019 B.W. Kruchten
SVP2016 463,380 0 840,012 840,010 0 127,718 0 2,271,120 2015 481,203 0 420,010 420,003 55,808 16,882 0 1,393,906 2014 463,380 0 420,002 420,000 85,444 359,621 0 1,748,447 P. Cullimore(7)
SVP2016 548,434 0 100,008 100,000 0 0 64,991 813,433 2015 561,696 0 100,008 100,004 15,177 0 77,527 854,412 E. Mahe(8)
SVP2016 434,844 0 175,006 175,001 0 0 128,050 912,901 2015 436,830 0 175,020 175,008 39,973 0 128,157 954,988 J.N. McMullen
Former CFO2016 375,994 0 0 0 0 21,307 83,681 480,982 2015 620,907 0 500,006 500,000 75,602 18,046 152,347 1,866,908 2014 298,955 0 1,000,020 0 0 9,869 58,976 1,367,820 (1)This column reports the base salary paid to each of our NEOs during each year reported. For 2016, the amount reported for Mr. McMullen includes a $67,841 cash payment for accrued vacation that was made to Mr. McMullen in connection with his termination of employment.(2)This column reports the grant date fair value (as calculated for financial reporting purposes), without any reduction for risk of forfeiture for all RSUs granted during each year reported. The amounts reported in this column have been calculated in accordance with FASB ASC Topic 718. For 2016, the grant date fair value of each RSU granted to Mr. Bullwinkle on July 1, 2016 was $16.24; the grant date fair value of each RSU granted to Messrs. Kruchten and Cullimore on September 3, 2016 was $15.58; the grant date fair value of each RSU granted to Mr. Kruchten on November 15, 2016 was $15.20; and the grant date fair value of each RSU granted to Mr. Mahe on April 28, 2016 was $12.32.(3)This column reports the grant date fair value (as calculated for financial reporting purposes), without any reduction for risk or forfeiture, for all stock option awards granted during each year reported. The amounts reported in this column have been calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate the grant date fair value of stock options granted in 2016 are included in the table below. For additional information regarding the valuation assumptions withrespect to our stock option grants, please see Note 20 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2016.Grant Date NEOs
Receiving
AwardGrant Date
Fair Value of
Stock Option
($)Risk-Free
Rate
(%)Expected
Option
Life
(years)Expected
Volatility
(%)Expected
Dividend
Yield
(%)3/12/2016 J.J. Clarke 10.19 1.40 4.5 50.7 0.00 7/1/2016 D.E. Bullwinkle 16.24 0.93 4.5 48.0 0.00 9/3/2016 B.W. Kruchten 15.58 1.13 4.5 44.3 0.00 11/15/2016 B.W. Kruchten 15.20 1.65 4.9 46.7 0.00 9/3/2016 P. Cullimore 15.58 1.13 4.5 44.3 0.00 4/28/2016 E. Mahe 12.32 1.19 4.5 50.6 0.00 (4)The amounts in this column reflect payments under EXCEL for performance in 2016, 2015 and 2014. Please see the “Grants of Plan-Based Awards Table” on page 33 for the potential payouts for fiscal year 2016 for each NEO, which depend on performance. For a description of the performance criteria, please see “EXCEL Design and Performance Results” beginning on page 22. For 2015, Mr. Clarke requested that no payment of his 2015 EXCEL award be made to him to allow for the allocation of his earned amount to other participants in our 2015 variable incentive arrangements (excluding our NEOs and other Section 16 officers). Although the Committee was willing to approve payment to Mr. Clarke of his 2015 EXCEL award for an amount of $168,000, the Committee honored Mr. Clarke’s request and did not approve payment of his 2015 EXCEL award to him. Payment of 2015 EXCEL awards to our other NEOs was made by granting fully vested RSUs, with the number of shares determined by dividing the specified amount by the closing price of our stock on March 18, 2016 ($12.41). The RSUs granted to our NEOs in payment of their 2015 EXCEL awards were for the following number of shares: Mr. McMullen, 6,092 shares; Mr. Kruchten, 4,497 shares; Mr. Cullimore, 1,223 shares and Mr. Mahe, 3,221 shares; and were paid in April 2016.(5)This column reports the aggregate change in the present value of the NEO’s accumulated benefits under their applicable pension plan (KRIP, KURIP), to the extent the NEO participates in such arrangement. Messrs. Clarke, Bullwinkle, Kruchten and McMullen participate in KRIP. Mr. Kruchten also has a frozen benefit under KURIP. Mr. Cullimore participates in the Switzerland Pension, which is a defined contribution plan. Mr. Mahe does not participate in a Company-sponsored pension plan. The determination of the Change in Pension Value is highly dependent upon the discount rate and/or interest rate utilized, which may change based on the interest rate environment, thereby impacting the reported Change in Pension Value from year to year. The breakdown of these figures is shown in the table below:Name 2014 2015 2016 Change in
Pension
Value
($)Above-
Market
Interest
($)Total
Value
($)Change in
Pension
Value
($)Above-
Market
Interest
($)Total
Value
($)Change in
Pension
Value
($)(a)Above-
Market
Interest
($)Total
Value
($)J.J. Clarke 9,765 0 9,765 17,581 0 17,581 19,056 0 19,056 D.E. Bullwinkle N/A N/A N/A N/A N/A N/A 22,176 0 22,176 B.W. Kruchten 359,621 0 359,621 16,882 0 16,882 127,718 0 127,718 P. Cullimore(b) N/A N/A N/A N/A N/A N/A N/A N/A N/A E. Mahe(c) N/A N/A N/A N/A N/A N/A N/A N/A N/A J.N. McMullen(d) 9,869 0 9,869 18,046 0 18,046 21,307 0 21,307 (a)The primary actuarial assumption changes used to calculate Pension Values for 2016 were a decrease in the discount rate for KRIP, no change in the lump sum interest rate and an update to the mortality table used to calculate the present value of annuities for KRIP. The Pension Values for Messrs. Clarke, Bullwinkle, Kruchten and McMullen were driven primarily by their respective cash balance accruals under KRIP during 2016. Upon his resignation, effective June 30, 2016, Mr. McMullen received a lump sum of $49,222, which was the final value of his cash balance accrual.(b)Mr. Cullimore participates in the Switzerland Pension, a defined contribution plan.(c)Mr. Mahe does not participate in a Company-sponsored pension plan.(d)Mr. McMullen’s Pension Value for 2016 increased by $21,307. Upon his resignation, effective June 30, 2016, Mr. McMullen received a lump sum of $49,222, which was the final value of his cash balance accrual.(6)The table below shows the components of the All Other Compensation column for 2016:NameAmount ($)J.J. Clarke(a)164,855D.E. Bullwinkle0B.W. Kruchten0P. Cullimore(b)64,991E. Mahe(c)128,050J.N. McMullen(d)83,681(a)Other compensation for Mr. Clarke includes $60,000 for housing and travel expense allowances for 2016 and $104,855 for an income and employment tax gross-up payment on the amount of the housing and travel expense allowances for 2016.(b)Mr. Cullimore received a monthly car allowance of $1,320 (CHF 1,300), which is paid directly to him as a monthly lump sum subject to tax. Accordingly, other compensation for Mr. Cullimore includes $15,844 (CHF 15,600) paid to him in 2016 as a car allowance. We also contributed $46,302 (CHF 45,589) to the Switzerland Pension on behalf of Mr. Cullimore, which includes life (disability and death) insurance coverage, and paid $2,845 (CHF 2,801) in premiums for accident (disability and death) insurance for Mr. Cullimore. The amounts shown for Mr. Cullimore were converted from Swiss francs to U.S. dollars using a 2016 average exchange rate of 1.01563.(c)Other compensation for Mr. Mahe includes $82,620 (SGD 114,000) paid as a housing allowance, $43,484 (SGD 60,000) paid as a car allowance, $1,439 (SGD 1,986) in insurance premiums that the Company paid to provide disability and life insurance benefits to Mr. Mahe and $507 (SGD 700) to provide an executive physical benefit to Mr. Mahe. The amounts shown for Mr. Mahe were converted from Singapore dollars to U.S. dollars using a 2016 average exchange rate of 0.72474.(d)Other compensation for Mr. McMullen includes $32,308 for housing and travel expense allowances for 2016 and $51,373 for an income and employment tax gross-up payment on the amount of the housing and travel expense allowances for 2016.(7)Amounts shown for Mr. Cullimore were converted from Swiss francs to U.S. dollars using a 2016 average exchange rate of 1.01563.(8)Amounts shown for Mr. Mahe were converted from Singapore dollars to U.S. dollars using a 2016 average exchange rate of 0.72474.The material terms of employment agreements that named executive officers have with us are described below. The levels of salary, annual variable pay and long-term incentive compensation, as well as the material considerations that we take into account in establishing target levels for each of these elements, are described in the “Compensation Discussion and Analysis” beginning on page 18.During 2016, each named executive officer had or entered into an individual employment arrangement with us.Termination Allowance Plan.have employed Mr. Clarke under an amended and restated employment agreement effective March 12, 2014,2017 with thea scheduled term ending March 12, 2017. Under his2020. The amended and restated employment agreement provided Mr. Clarke was eligible for the following in 2016:following:● ● ● AAn annual grant of stock options having an aggregate grant date fair value of $1,000,000, which vest over a three-year period (33.3% vests each year);● housingcontingent cash award with a target value of $3M and travel allowancevesting predicated on the achievement of $5,000 (netCumulative Cash Flow from Operations of taxes) per month;● generally; and●Certain severance benefits as described under “Individual Termination Arrangements” beginning on page 40.As of March 30, 2017, the Board approved our entering into anThe amended and restated employment agreement provided that if Mr. Clarke’s employment was terminated by us without cause or by him with good reason (including an involuntary termination within two years following a change in control), he would be eligible to receive (less applicable withholding):● An amount equal to his base salary for the year his termination notice was given multiplied by two; ● Accelerated vesting of the next tranche of his stock options that would have vested had he remained employed through such following vesting date; and ● A pro rata EXCEL award for the fiscal year in which the termination occurred, if earned, as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice. effective asbecame eligible to receive the foregoing severance benefits in connection with his termination of March 12, 2017, foremployment in February 2019. Eligibility to receive the severance benefits payable in connection with his termination was subject to (1) execution of a new three-year term.general release and covenant not to sue in favor of us; and (2) compliance with a non-compete agreement after termination of employment. The severance payments provided under the amended and restated employment agreement were in lieu of those provided under our Termination Allowance Plan.have employedemploy Mr. Bullwinkle under an employment agreement effective July 1,June 20, 2016 with no scheduled term ending date. Under this employment agreement, Mr. Bullwinkle wasis eligible for the following in 2016:following:● July 1, 2016;● ● Consideration for aAn initial grant of equity having aan aggregate grant date fair value in an amount determined by the Committee each year in its discretion;● generally; and●Certain severance benefits, as described under “Individual Termination Arrangements” beginning on page 40.Brad W. KruchtenWe employed Mr. Kruchten under an emergenceThe employment agreement effective September 3, 2013,provides that if Mr. Bullwinkle’s employment is terminated by us without cause or by him with a scheduled term ending date of September 3, 2016. Under this employment agreement, Mr. Kruchten wasgood reason, he will be eligible for the following in 2016 (prior to the expiration of his employment agreement on September 3, 2016)receive (less applicable withholding):● salary of $465,000;● ParticipationContinued vesting of his equity grants in our EXCEL Plan,accordance with an annual target opportunitythe terms of 75% of base salary;● A grantEligibility for an EXCEL award for the fiscal year in which the termination occurs, if earned, as governed by the terms of restricted stock unitsthe EXCEL Plan and stock options having an aggregate grant date fair value of $840,000;●Participation in all benefit plans, policies and arrangements that are provided to employees generally; and●Certain severance benefits, as described under “Individual Termination Arrangements” beginning on page 40.Philip CullimoreWe employed Mr. Cullimore under anThe employment agreement effective January 1, 2011,provides that in the event that Mr. Bullwinkle’s employment is terminated due to his disability or death, he or his estate, as applicable, will be eligible to receive (less applicable withholding) continued vesting of his equity awards in accordance with an amendment effective January 1, 2013the terms of such awards and a further amendment effective September 3, 2013, with a scheduled term ending datepro rata EXCEL award, if earned, as governed by the terms of September 3, 2016. Under this employment agreement, Mr. Cullimore was eligible for the following in 2016 (priorEXCEL Plan and applicable Administrative Guide or Award Notice.expiration of his employment agreement on September 3, 2016):●An annual base salary of CHF 540,000;●Participation in our EXCEL Plan, with an annual target opportunity of 50% of base salary;●A grant of restricted stock units and stock options having an aggregate grant date fair value of $200,000;●Participation in all benefit plans, policies and arrangements that are provided to similarly situated executives in Switzerland; and●Certain severance benefits, as described under “Individual Termination Arrangements” beginning on page 40.In May 2016,severance benefits payable in connection with termination without cause or with good reason is subject to (1) execution of a general release and covenant not to sue in favor of us; and (2) compliance with a non-compete agreement after termination of employment. The severance payments provided under the planned saleemployment agreement are in lieu of those provided under our Prosper enterprise inkjet printing business, we entered into an individual retention agreement with Mr. Cullimore. Under this retention agreement, Mr. Cullimore was eligible for the following in 2016:Termination Allowance Plan.●A one-time individualized special retention incentive in the event of the successful closing of the planned sale of our Prosper enterprise inkjet printing business; and●Certain severance benefits, as described under “Individual Termination Arrangements” beginning on page 40. have employed Mr. Mahe under an employment agreement effective April 28, 2014 with no scheduled term ending date. Under this employment agreement, Mr. Mahe was eligible for the following in 2016:following:● 600,000;● ● ● ● practice; andTable of ContentsThe employment agreement provided that if Mr. Mahe’s employment was terminated by us without cause or by him with good reason, he would be eligible to receive (less applicable withholding):● Certain severance benefits,An amount equal to his annual base salary; and● Eligibility for an EXCEL award for the fiscal year in which the termination occurs, if earned, as described under “Individual Termination Arrangements” beginning on page 40.governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.John N. McMullenWe employed Mr. McMullen under an employment agreement effective June 16, 2014. Under this employment agreement, Mr. McMullen wasMahe became eligible forto receive the followingforegoing severance benefits in 2016 (prior toconnection with his termination of employment effective June 30, 2016):●An annual base salary of $600,000;●Participation in our EXCEL Plan, with an annual target opportunity of 75% of base salary and a maximum of 200% of target;●A grant of restricted stock units and stock options having an aggregate grant date fair value of $1,000,000;●A housing and travel allowance of $5,000 (net of taxes) per month;●Participation in all benefit plans, policies and arrangements that are provided to employees generally; and●Certain severance benefits as described under “Individual Termination Arrangements” beginning on page 40.For more information regarding our EXCEL award program, please seein August 2019. Eligibility to receive the discussion following “Annual Variable Pay: Executive Compensation for Excellenceseverance benefits payable in connection with termination was subject to (1) execution of a general release and Leadership (EXCEL)” beginning on page 22;covenant not to sue in favor of us; and for more information regarding our restricted stock unit and stock option awards, please see “Long-Term Incentive Compensation” on page 24.(2) compliance with a non-compete agreement after termination of employment.GRANTS OF PLAN-BASED AWARDS TABLEThe compensation included in the following table reflects our annual variable pay plan (EXCEL) and the equity granted under our 2013 Omnibus Incentive Plan during 2016.Name Award
DescriptionGrant
DateEstimated Future Payouts Under Non-
Equity Incentive Plan
Awards(1)All Other Stock
Awards:
Number of
Shares of
Stock or Units
(#)All Other Option
Awards: Number
of Securities
Underlying
Options (#)
Base Price of
Option Awards
($/sh)Grant Date Fair
Value of Stock
and Option
Awards
($)Threshold
($)Target
($)Max.
($)(2)J.J. Clarke EXCEL – 500,000 1,000,000 5,000,000 2016 NQSO(4) 3/12/16 229,358 10.19 1,000,001 D.E. Bullwinkle EXCEL – 130,000 260,000 1,350,000 2016 RSU(3) 7/1/16 18,473 300,002 2016 NQSO(4) 7/1/16 45,942 16.24 300,001 B.W. Kruchten EXCEL – 174,375 348,750 2,325,000 9/3/16 26,958 420,006 2016 RSU(3) 11/15/16 27,632 420,006 9/3/16 71,308 15.58 420,004 2016 NQSO(4) 11/15/16 65,935 15.20 420,006 P. Cullimore EXCEL -- 137,110 274,220 2,742,200 2016 RSU(3) 9/3/16 6,419 100,008 2016 NQSO(4) 9/3/16 16,978 15.58 100,000 E. Mahe EXCEL -- 108,711 217,422 2,174,220 2016 RSU(3) 4/28/16 14,205 175,006 2016 NQSO(4) 4/28/16 33,461 12.32 175,001
J.N. McMullen
EXCEL – 225,000 450,000 3,000,000 (1)The amounts shown for the “threshold,” “target” and “maximum” levels represent the possible payouts for 2016 under EXCEL. As shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, no amounts were earned for 2016 under EXCEL. Amounts shown for Mr. Cullimore were converted from Swiss francs to U.S. dollars using a 2016 average exchange rate of 1.01563. Amounts shown for Mr. Mahe were converted from Singapore dollars to U.S. dollars using a 2016 average exchange rate of 0.72474.(2)The maximum amounts for EXCEL represent the maximum payout permitted under the EXCEL Plan in accordance with the formula established under the EXCEL Plan and the Administrative Guide for the 2016 Awards. The maximum EXCEL payout for Covered Employees is the lesser of: (i) 10% of the EXCEL aggregate award pool (without discretion) as of May 23, 2016; (ii) 500% of a Covered Employee’s annual base salary as of the end of the previous year; 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 EXCEL aggregate award pool is not determinable as of the grant date.(3)The RSUs on this line generally vest in substantially equal installments on the first, second and third anniversaries of the grant date. The RSUs granted to Mr. Kruchten on November 15, 2016 vest in substantially equal installments on the first, second and third anniversaries of September 3, 2017.(4)The stock options on this line generally vest in substantially equal installments on the first, second and third anniversaries of the grant date. The stock options granted to Mr. Kruchten on November 15, 2016 vest in substantially equal installments on the first, second and third anniversaries of September 3, 2017.EXCEL: Definitions of MetricsMetricDefinitionOperational EBITDAIncome (loss) from continuing operations excluding the provision (benefit) for income taxes; corporate components of pension and OPEB income; depreciation and amortization expense; restructuring costs; overhead costs no longer absorbed by discontinued operations; stock-based compensation expense; consulting and other costs; idle costs; manufacturing costs originally planned to be absorbed by silver halide touch screen production; other operating expense, net (unless otherwise indicated); interest expense; other charges, net and reorganization items, net.Operational EBITDA is a non-GAAP measure. Exhibit A to this Proxy Statement sets forth the reasons for using this non-GAAP measure and a reconciliation of Operational EBITDA to the most closely comparable GAAP measure of net income attributable to the Company.RevenueRevenue as defined by U.S. GAAP.Performance GatesCompliance with financial covenants contained in the exit financing arrangements, and December 31, 2016 Consolidated Cash Balance(1) of at least $542M, excluding RED cash balance (December 31, 2015 Consolidated Cash Balance less RED cash of $4.9M).(2)(1)Consolidated Cash Balance means the amount of cash reported as Cash and cash equivalents within Assets in the Consolidated Statement of Financial Position as filed with the SEC on our Annual Report on Form 10-K for the year ending December 31, 2016.(2)Threshold adjusted down should the Company decide to use cash, subject to applicable governance approvals for: (1) repurchasing debt or equity; (2) specific Board-approved decisions on non-recurring cash use for strategic initiatives; (3) cash expenditure in excess of $5M in the aggregate for disposition or acquisition projects during the year or (4) other Board-approved non-recurring actions. Consolidated Cash Balance at December 31, 2016 includes cash proceeds from planned or unplanned asset or business sales or dispositions.OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END TABLE(1)The following table sets forth additional information concerning equity awards held by named executive officers as of December 31, 2016.Name Option Awards Stock Awards Number of
Securities
Underlying
Unexercised
Options (#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options (#)
UnexercisableOption
Exercise
Price
($)Option
Expiration
DateNumber of
Shares or
Units of Stock
Held that Have
Not Vested
(#)(2)Market Value
of Shares or
Units of
Stock that
Have Not
Vested
($)(3)
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights that
have Not
Vested
(#)Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
have Not
Vested
($)J.J. Clarke 229,358(4) 10.19 3/11/2023 50,735 101,472(5) 18.46 3/11/2022 76,628 38,315(6) 27.20 3/11/2021 36,767(17) 569,889 D.E. Bullwinkle 45,942(7) 16.24 6/30/2023 2,654 5,311(8) 13.76 9/2/2022 3,564 1,785(9) 20.25 12/14/2021 3,868 1,937(10) 23.78 9/2/2021 21,984(18) 340,752 B.W. Kruchten 65,935(11) 15.20 11/14/2023 71,308(12) 15.58 9/2/2023 24,347 48,697(8) 13.76 9/2/2022 35,486 17,746(10) 23.78 9/2/2021 80,828(19) 1,252,834 P. Cullimore 16,978(12) 15.58 9/2/2023 5,797 11,595(8) 13.76 9/2/2022 8,448 4,227(10) 23.78 9/2/2021 12,669(20) 196,370 E. Mahe 33,461(13) 12.32 4/27/2023 2,334 4,669(14) 17.95 5/11/2022 5,835 11,673(15) 20.44 4/27/2022 25,136(21) 389,608 J.N. McMullen 26,164 0(16) 17.64 6/15/2022 (1)This table includes only those grants outstanding as of December 31, 2016.(2)This column represents outstanding grants of RSUs.(3)The market value of shares, units or other rights that have not vested was calculated using a stock price of $15.50, which was the closing price of our common stock as of December 30, 2016, the last trading day of the year.(4)This stock option was granted on March 12, 2016 and the first of three substantially equal installments vested on March 12, 2017, and the second and third installments will vest on the second and third anniversaries of the grant date.(5)This stock option was granted on March 12, 2015 and the first two of three substantially equal installments vested on March 12, 2016 and March 12, 2017, respectively, and the third installment will vest on the third anniversary of the grant date.(6)This stock option was granted on March 12, 2014 and vested in three substantially equal installments on March 12, 2015, March 12, 2016 and March 12, 2017.(7)This stock option was granted on July 1, 2016 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.(8)This stock option was granted on September 3, 2015 and the first of three substantially equal installments vested on September 3, 2016, and the second and third installments will vest on the second and third anniversaries of the grant date.(9)This stock option was granted on December 15, 2014 and the first two of three substantially equal installments vested on December 15, 2015 and December 15, 2016, respectively, and the third installment will vest on the third anniversary of the grant date.(10)This stock option was granted on September 3, 2014 and the first two of three substantially equal installments vested on September 3, 2015 and September 3, 2016, respectively, and the third installment will vest on the third anniversary of the grant date.(11)This stock option was granted on November 15, 2016 and will vest in substantially equal installments on the first, second and third anniversaries of September 3, 2017.(12)This stock option was granted on September 3, 2016 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.(13)This stock option was granted on April 28, 2016 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.(14)This stock option was granted on May 12, 2015 and the first of three substantially equal installments vested on May 12, 2016, and the second and third installments will vest on the second and third anniversaries of the grant date.(15)This stock option was granted on April 28, 2015 and the first of three substantially equal installments vested on April 28, 2016, and the second and third installments will vest on the second and third anniversaries of the grant date.(16)This stock option was granted on June 16, 2015 and the first of three substantially equal installments vested on June 16, 2016, and the second and third installments would have vested on the second and third anniversaries of the grant date, but the unvested portion of the stock option was forfeited due to Mr. McMullen’s voluntary termination of employment effective June 30, 2016.(17)These RSUs were granted on March 12, 2014 and vested in three substantially equal installments on March 12, 2015, March 12, 2016 and March 12, 2017.(18)644 of these RSUs were granted on September 3, 2014 and the first two of three substantially equal installments vested on September 3, 2015 and September 3, 2016, respectively, and the third installment will vest on the third anniversary of the grant date; 647 of these RSUs were granted on December 15, 2014 and the first two of the three substantially equal installments vested on December 15, 2015 and December 15, 2016, respectively, and the third installment will vest on the third anniversary of the grant date; 2,220 of these RSUs were granted on September 3, 2015 and the first of three substantially equal installments vested on September 3, 2016, and the second and third installments will vest on the second and third anniversaries of the grant date; 18,473 of these RSUs were granted on July 1, 2016 and will vest in substantially equal installments on the first, second, and third anniversaries of the grant date.(19)5,888 of these RSUs were granted on September 3, 2014 and the first two of three substantially equal installments vested on September 3, 2015 and September 3, 2016, respectively, and the third installment will vest on the third anniversary of the grant date; 20,350 of these RSUs were granted on September 3, 2015 and the first of three substantially equal installments vested on September 3, 2016, and the second and third installments will vest on the second and third anniversaries of the grant date; 26,958 of these RSUs were granted on September 3, 2016 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date; and 27,632 of these RSUs were granted on November 15, 2016 and will vest in substantially equal installments on the first, second and third anniversaries of September 3, 2017.(20)1,404 of these RSUs were granted on September 3, 2014 and the first two of three substantially equal installments vested on September 3, 2015 and September 3, 2016, respectively, and the third installment will vest on the third anniversary of the grant date; 4,846 of these RSUs were granted on September 3, 2015 and the first of three substantially equal installments vested on September 3, 2016, and the second and third installments will vest on the second and third anniversaries of the grant date; and 6,419 of these RSUs were granted on September 3, 2016 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.(21)4,995 of these RSUs were granted on April 28, 2014 and the first two of three substantially equal installments vested on April 28, 2015 and April 28, 2016, respectively, and the third installment will vest on the third anniversary of the grant date; 4,078 of these RSUs were granted on April 28, 2015 and the first of three substantially equal installments vested on April 28, 2016, and the second and third installments will vest on the second and third anniversaries of the grant date; 1,858 of these RSUs were granted on May 12, 2015 and in the first of three substantially equal installments vested on May 12, 2016, and the second and third installments will vest on the second and third anniversaries of the grant date; 14,205 of these RSUs were granted on April 28, 2016 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.OPTION EXERCISES AND STOCK VESTED TABLEName Option Awards Stock Awards Number of Shares
Acquired on
Exercise
(#)Value Realized
On Exercise
($)Number of Shares
Acquired on Vesting
(#)Value Realized
On Vesting(1)
($)J.J. Clarke 0 0 36,764 374,625 D.E. Bullwinkle 0 0 10,744 139,844 B.W. Kruchten 0 0 29,794 442,875 P. Cullimore 0 0 10,871 163,573 E. Mahe 0 0 11,180 132,479 J.N. McMullen 0 0 27,867 406,163 (1)This column represents the value of RSUs that vested during 2016, based on the closing stock price on the vesting date, and includes the fully-vested RSUs granted in payment of 2015 EXCEL awards.The “Pension Benefits Table” below shows the present value as of December 31, 2016 of the accumulated benefits payable to our named executive officers under KRIP and KURIP, including the number of years of service credited to each named executive officer, as applicable. The methods and assumptions for calculating the present value of accumulated benefits generally follow those set forth in FASB ASC Topic 715 and are consistent with those used in our financial statements as described in Note 16 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2016. The assumptions used to calculate the present value of accumulated benefits for each named executive officer are described below.Name Plan Name Number of Years
of Credited Service (#)Present Value of
Accumulated Benefit ($)Payments During
Last Fiscal Year ($)J.J. Clarke(1) KRIP 2.80 46,402 0 KURIP (post-petition) N/A N/A N/A D.E. Bullwinkle(2) KRIP 12.35 110,768 0 KURIP (post-petition) N/A N/A N/A B. W. Kruchten(3) KRIP 34.58 1,805,933 0 KURIP (post-petition) 1.62 86,692 0 P. Cullimore(4) Switzerland Pension N/A N/A N/A E. Mahe(5) N/A N/A N/A N/A J.N. McMullen(6) KRIP N/A N/A 49,222 KURIP (post-petition) N/A N/A N/A (1)Mr. Clarke had been employed with us for 2.80 years as of December 31, 2016. His accumulated benefit is the value of his account value under the cash balance arrangement in KRIP.(2)Mr. Bullwinkle had been employed with us for 12.35 years as of December 31, 2016. His accumulated benefit is the value of his account value under the cash balance arrangement in KRIP.(3)The present value of Mr. Kruchten’s accumulated benefit assumes he will remain in service until age 60. His benefit from the traditional portion of KRIP is assumed to be payable as an annuity. His benefit from the cash balance portion of KRIP is assumed to be payable as a lump sum. Mr. Kruchten’s post-petition KURIP benefit of $86,692 is payable to him as a lump sum upon his termination of employment with us (less applicable withholding and subject to compliance with Code Section 409A). This amount was fixed following our emergence from bankruptcy.(4)Mr. Cullimore participates in the Switzerland Pension, a defined contribution plan.(5)Mr. Mahe does not participate in a Company-sponsored pension plan.(6)Upon his resignation, effective June 30, 2016, Mr. McMullen received a lump sum of $49,222, which was the final value of his cash balance accrual.Plan: Plans1999, including Messrs. Clarke, Bullwinkle and McMullen. Mr. Kruchten participated in KRIP’s traditional defined benefit component.1999.will beare made under the cash balance component for all participating employees in an amount equal to 7%, for non-exempt employees, and 8%, for exempt employees, of the employee’s monthly pay, which was previously 4% for cash balance participants. Consequently, accruals for Mr. Kruchten after that date are made under that component.Prior to January 1, 2015, the cash balance component provided a credit of 4% of an employee’s monthly pay. In addition, the ongoing balance of the employee’s account earns interest at the 30-year30 year Treasury bond rate. Before 2015, employees vested in their accountEmployees rights under the cash balance after completing three years of service. Beginning on January 1, 2015, all active employees were immediatelycomponent are fully vested. Vested benefitsBenefits under the cash balance component are payable upon normal retirement (age 65), termination or death. Participants in the cash balance component of the plan may choose from among various forms of benefits such as a lump sum, a joint and survivor annuity and a straight life annuity.Traditional Defined Benefit ComponentUnder the traditional defined benefit component of KRIP, which was frozen as of January 1, 2015, benefits are based upon a participating 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 the earlier of December 31, 2014, retirement, or termination of employment. Participating compensation 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 a participating 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 of: (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 us 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, for certain employees, have a combined age and total service equal to 75. Generally, the benefit is reduced if payment begins before age 65. Prior to 2015, employees became vested in their accrued benefit after completing three years of service with us. Beginning January 1, 2015, vesting is immediate.Retirement Plan: Kodak Unfunded Retirement Income Plan (KURIP)Deferred CompensationKruchten was the only named executive officer eligible to receive benefits under the Kodak Unfunded Retirement Income Plan (KURIP). KURIP was an unfunded retirement plan designed to provide our U.S. employees with pension benefits that (1) made up for the 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.Benefits due under KURIP were payable upon a participating employee’s termination of employment or death. Upon our emergence from bankruptcy, KURIP was terminated and, as a result, each participating employee’s pre-petition benefit was settled in the form of an equity distribution, consistent with treatment for other similarly situated general unsecured creditors, and post-petition benefits were calculated using September 3, 2013 as the hypothetical last day of employment with us. The post-petition benefit is frozen and payable as a lump sum upon the participating employee’s termination of employment with us (less applicable withholding and subject to compliance with Code Section 409A).NON-QUALIFIED DEFERRED COMPENSATION FOR 2016NoneContinenza, none of our named executive officers have non-qualified deferred compensation.POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROLOUTSTANDING EQUITY AWARDS AT 2019 FISCAL YEAR-END TABLE(1)discussion below regarding the amounts payable to our named executive officers upon certain employment terminations and a double trigger change in control reflects the amounts payable under our outstanding arrangements as of December 31, 2016.Potential Benefits upon Termination for Reasons other than Change in ControlEach of our named executive officers is or was 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, 2016, pursuant to their employment and retention agreements with us, and the Officer Severance Policy, are described below. For Mr. McMullen, the Severance Payments Table below shows the actual amounts to which he was entitled as a result of his termination of employment effective June 30, 2016.Actual amounts paid or distributed tofollowing table sets forth additional information concerning equity awards held by our named executive officers as a result of one of the separation events occurring in the future may be different from those described below due to the fact that many factors affect the amounts of any payments described under the various separation events. For example, factors that could affect the amounts payable include the executive’s base salary and our stock price. At the time of separation of a named executive officer, we may approve severance terms that vary from those provided in the named executive officer’s pre-existing individual employment agreement(s), if any, or in relevant employee benefit plans.In addition to the benefits outlined in our named executive officers’ employment and retention agreements, and the Officer Severance Policy, Messrs. Clarke, Bullwinkle, Kruchten and McMullen were eligible to receive any benefits provided under our benefit and compensation plans applicable to U.S. employees generally, such as distributions under SIP, outplacement services under our Termination Allowance Plan, frozen KURIP benefits (for Mr. Kruchten), disability benefits and accrued vacation pay (for Messrs. Clarke and McMullen, residents of the State of California), in accordance with those plans and policies. Mr. Cullimore will be eligible to receive any benefits provided under the benefit plans, policies and arrangements (other than severance) that are provided to similarly situated executives in Switzerland. Mr. Mahe will be eligible to receive any benefits provided under the benefit plans, policies and arrangements (other than severance) that are provided to employees under local Singapore practice. Our named executive officers will also be eligible to receive any present value of accrued benefits as set forth in “Pension Benefits for 2016” beginning on page 37.Following termination of employment, each of our named executive officers is subject to compliance with the post-termination restrictive covenants set forth in his or her Eastman Kodak Company Employee’s Agreement, in addition to any covenants under individual arrangements with us. These covenants generally prohibit our named executive officers from disclosing our proprietary or confidential information, engaging in certain activity in competition with us for up to 18 months after termination of employment with us and for one year after termination of employment with us, from soliciting any of our employees to leave employment with us, or soliciting any of our customers or suppliers to do business with any of our competitors. The respective employment agreements of certain named executive officers also contain post-termination restrictive covenants:●Messrs. Clarke, Mahe and McMullen are prohibited from engaging in certain activity in competition with us, soliciting any of our employees to leave employment with us, or soliciting any of our customers to do business with any of our competitors (or reduce its business with us), for 18 months after termination of his respective employment with us.For any unvested stock options or restricted stock unit awards, related restriction periods may lapse pursuant to the terms of the awards depending on the circumstances surrounding a named executive officer’s termination of employment. We may waive any restrictions or accelerate vesting if an executive’s termination is determined to be without “cause” or for “good reason.”For purposes of these employment agreements:●“Cause” is generally 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 employment agreement, our Business Conduct Guide or his Eastman Kodak Company Employee’s Agreement.●“Good reason” is generally defined as an adverse change in the named executive officer’s title or responsibilities, a material breach of his agreement by us, or the failure of any successor to us to assume obligations under his employment agreement.Potential Benefits upon Termination following a Change in Control (Double Trigger)Our employment agreements with Messrs. Clarke, Bullwinkle and Mahe (and previously with Mr. McMullen) provide for payments if there is a termination of the individual within two years following a “change in control” (commonly referred to in combination as a “double trigger”).●A “change in control” generally occurs upon (i) any person or group becoming the beneficial owner, directly or indirectly, of our securities representing 50% or more of the combined voting power to elect directors, (ii) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving us that requires the approval of our shareholders, (iii) a sale of all or substantially all of our assets (other than to an affiliate); or (iv) approval by our shareholders of a complete liquidation or dissolution of us.In the event of a termination within two years following a change in control, Messrs. Clarke, Bullwinkle and Mahe (and previously Mr. McMullen) would be entitled to receive the same payments and benefits that they would receive upon a termination of employment for good reason. Please see “Potential Benefits upon Termination for Reasons other than Change in Control” beginning on page 39 and “Individual Termination Arrangements” below for a description of those payments and benefits.Individual Termination ArrangementsUnder their employment agreements, Messrs. Clarke, Bullwinkle and Mahe (and previously Mr. McMullen) 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 us;●Compliance with a non-compete agreement after termination of employment; and●In the case of Messrs. Clarke and Bullwinkle (and previously Mr. McMullen), the understanding that severance payments provided under the employment agreements are in lieu of those provided under our Termination Allowance Plan.●In the case of Mr. Mahe, the understanding that severance payments provided under the employment agreement are in lieu of those provided under any local severance provisions offered to other Singapore-based employees.Any severance benefits payable to a named executive officer under an employment or retention agreement will reduce the amount of any severance benefits payable under the Officer Severance Policy.Jeffrey J. ClarkeUnder the terms of his employment agreement effective March 12, 2014, Mr. Clarke would be eligible for certain severance benefits in the event his employment is terminated. The amount and nature of the severance benefits he would be eligible to receive vary depending on the circumstances surrounding termination as described below:Termination by Us without Cause or by the Named Executive Officer with Good Reason.Under the terms of Mr. Clarke’s employment agreement effective March 12, 2014, if the employment of Mr. Clarke is terminated by us without cause or by him with good reason (including an involuntary termination within two years following a change in control), he would be eligible to receive (less applicable withholding and subject to Code Section 409A compliance):●An amount equal to his base salary for the year his termination notice is given multiplied by 2, plus his accrued but unused vacation;●Continued vesting of his equity grant(s) in accordance with the terms of such award(s) without regard to any continued employment condition; and●Annual incentive eligibility consisting of EXCEL as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.Termination by Us for Cause or by the Named Executive Officer without Good Reason.If the employment of Mr. Clarke is terminated by us for cause or by him without good reason, he would receive an amount equal to his accrued but unused vacation, but he would not be eligible to receive any severance benefits, and he would forfeit any unvested equity-based compensation.Termination for Disability or Death.Under the terms of Mr. Clarke’s employment agreement effective March 12, 2014,in the event the employment of Mr. Clarke is terminated due to his disability or death, he or his estate, as applicable, would be eligible to receive (less applicable withholding and subject to Code Section 409A compliance) an amount equal to his accrued but unused vacation, continued vesting of any awards granted under our 2013 Omnibus Incentive Plan in accordance with the terms of such awards and a pro rata EXCEL award, if earned, as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.Change in Control. No payments are made in connection with a change in control unless the change in control is followed by an involuntary termination within two years following the change in control, in which case Mr. Clarke then would be eligible to receive the severance benefits described above for a “Termination by Us without Cause or by the Named Executive Officer with Good Reason.”End of Scheduled Term. If the employment of Mr. Clarke is terminated after the end of the scheduled term of his employment agreement, Mr. Clarke would be eligible to receive (less applicable withholding and subject to Code Section 409A compliance):●An amount equal to his accrued but unused vacation;●Any earned, but unpaid, EXCEL award for the prior performance year;●A bonus award under EXCEL in respect of the fiscal year in which the end of the scheduled term occurs, based on actual achievement of performance targets and the applicable Administrative Guide or Award Notice, which amount shall not be prorated; and●Continued vesting of any awards granted under our 2013 Omnibus Incentive Plan in accordance with the terms of such awards.David E. BullwinkleUnder the terms of his employment agreement, Mr. Bullwinkle will be eligible for certain severance benefits in the event his employment is terminated. The amount and nature of the severance benefits he would be eligible to receive vary depending on the circumstances surrounding termination as described below:Termination by Us without Cause or by the Named Executive Officer with Good Reason.If employment of Mr. Bullwinkle is terminated by us without cause or by him with good reason, he is eligible to receive (less applicable withholding and subject to Code Section 409A compliance):●An amount equal to his annual base salary;●Continued vesting of his equity grants in accordance with the terms of such awards; and●Annual Incentive eligibility consisting of EXCEL as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.Termination by Us for Cause or by the Named Executive Officer without Good Reason.If the employment of Mr. Bullwinkle is terminated by us for cause or by him without good reason, he is not eligible to receive any severance benefits and he forfeits any unvested equity-based compensation.Termination for Disability or Death.In the event the employment of Mr. Bullwinkle is terminated due to his disability or death, he or his estate, as applicable, will be eligible to receive (less applicable withholding and subject to Code Section 409A compliance) continued vesting of his equity awards in accordance with the terms of such awards and a pro rata EXCEL award, if earned, as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.Change in Control. No payments are made in connection with a change in control unless the change in control is followed by an involuntary termination within two years following the change in control, in which case Mr. Bullwinkle then would be eligible to receive the severance benefits described above for a “Termination by Us without Cause or by the Named Executive Officer with Good Reason.”Philip CullimoreUnder the terms of his retention agreement, Mr. Cullimore will be eligible for certain severance benefits in the event his employment is terminated by us without “cause” or by him with “good reason.” If the employment of Mr. Cullimore is terminated by us without cause or by him with good reason, he is eligible to receive (subject to any applicable legal requirements):●An amount equal to his Total Target Cash Compensation (base salary plus EXCEL target award) for the year his termination notice is given;●Mr. Cullimore’s annual incentive will be governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice; and●Continued vesting of his equity grants in accordance with the terms of such awards without regard to any continued employment condition.Any severance payments to Mr. Cullimore under his retention agreement are in lieu of those provided under any local severance provisions offered to other Swiss-based employees.Termination by Us for Cause or by the Named Executive Officer without Good Reason.If the employment of Mr. Cullimore is terminated by us for cause or by him without good reason, he is not eligible to receive any severance benefits and he forfeits any unvested equity-based compensation.Eric-Yves MaheUnder the terms of his employment agreement, Mr. Mahe will be eligible for certain severance benefits in the event his employment is terminated. The amount and nature of the severance benefits he would be eligible to receive vary depending on the circumstances surrounding termination as described below:Termination by Us without Cause or by the Named Executive Officer with Good Reason.If the employment of Mr. Mahe is terminated by us without cause or by him with good reason, he is eligible to receive (less applicable withholding):●An amount equal to his annual base salary;●Mr. Mahe’s annual incentive will be governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice; and●Continued vesting of his equity grants in accordance with the terms of such awards.Termination by Us for Cause or by the Named Executive Officer without Good Reason.If the employment of Mr. Mahe is terminated by us for cause or by him without good reason, he is not eligible to receive any severance benefits and he forfeits any unvested equity-based compensation.Termination for Disability or Death.In the event the employment of Mr. Mahe is terminated due to his disability or death, he or his estate, as applicable, will be eligible to receive (less applicable withholding) continued vesting of his equity awards in accordance with the terms of such awards.John N. McMullenUnder the terms of his employment agreement effective June 16, 2014, Mr. McMullen was eligible for certain severance benefits in the event his employment was terminated, depending on the circumstances surrounding termination. Mr. McMullen’s employment agreement provided that if his employment was terminated by us for cause or by him without good reason, he would receive an amount equal to his accrued but unused vacation, but would not be eligible to receive any severance benefits, and he would forfeit any unvested equity-based compensation. Due to his voluntary termination of employment effective June 30, 2016, no severance benefits were payable to Mr. McMullen.Payment of Nonqualified Deferred Compensation upon TerminationUpon termination of employment for any reason, Mr. Kruchten is eligible to receive his benefits under KURIP in a lump sum (less applicable withholding and subject to compliance with Code Section 409A). Please see the “Pension Benefits Table” beginning on page 37 and the related discussion following such table for more information.Potential Benefits upon Change in ControlUnder our 2013 Omnibus Incentive Plan, upon a change in control, we may provide for accelerated exercisability, lapse of restrictions or deemed satisfaction of performance goals with respect to any outstanding awards. The events constituting a change in control under our 2013 Omnibus Incentive Plan include the change in control events described above for the employment agreements with Messrs. Clarke, Bullwinkle and Mahe (and previously with Mr. McMullen), and also include a change in the composition of the Board such that within a period of 24 consecutive months, individuals who were either directors at the beginning of such 24-month period or were elected or nominated by at least two-thirds of such directors cease for any reason to constitute at least a majority of the Board.The table below generally estimates the incremental amounts payable upon a termination of employment by us under various circumstances as if the named executive officer’s last date of employment was December 31, 2016, using the closing price of our common stock as of December 31, 2016, which was $15.50, and including all outstanding grants through the assumed last date of employment of December 31, 2016. The amounts shown for Mr. McMullen are the actual amounts which he was entitled to receive as a result of his termination of employment effective June 30, 2016.2019.Termination Without
Cause or With Good
Reason(1)
($)
Cause or
Without Good
Reason
($)Termination Based
on Disability
($)Termination Based
on Death
($)J.J. Clarke Cash Severance(2) 2,000,000 0 0 0 Accrued Vacation 222,298 222,298 222,298 222,298 Restricted Stock/RSUs(3)(4) 569,889 0 569,889 569,889 Stock Options(3)(4) 1,217,891 0 1,217,891 1,217,891 EXCEL(5) 0 0 0 0 Benefits/Perquisites(6) 4,500 0 0 0 Total 4,014,578 222,298 2,010,078 2,010,078 D.E. Bullwinkle Cash Severance(2) 400,000 0 0 0 Restricted Stock/RSUs(3)(4) 340,752 0 340,752 340,752 Stock Options(3)(4) 9,241 0 9,241 9,241 EXCEL(5) 0 0 0 0 Benefits/Perquisites(6) 4,500 0 0 0 Total 754,493 0 349,993 349,993 B.W. Kruchten Cash Severance(2) 1,220,625 0 0 0 Restricted Stock/RSUs(3)(4) 824,538 0 824,538 824,538 Stock Options(3)(4) 84,732 0 84,732 84,732 EXCEL(5) 0 0 0 0 KURIP 86,692 86,692 86,692 86,692 Benefits/Perquisites(6) 4,500 0 0 0 Total 2,221,087 86,692 995,962 995,962 P. Cullimore(7) Cash Severance(2) 822,660 0 0 0 Restricted Stock/RSUs(3)(4) 196,370 0 196,370 196,370 Stock Options(3)(4) 20,175 0 20,175 20,175 EXCEL(5) 0 0 0 0 Benefits/Perquisites(6) 0 0 2,031,260 406,252 Total 1,039,205 0 2,247,805 622,797 Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options (#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options (#)
UnexercisableOption
Exercise
Price
($)Option
Expiration
DateNumber of
Shares or Units
of Stock Held
that Have Not
Vested
(#)(2)Market Value
of Shares or
Units of Stock
Held that Have
Not Vested
($)(3)Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
that Have
Not Vested
(#)Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned
Shares, Units or
Other Rights that
Have Not Vested
($)J.V. Continenza 1,150,000 (4) 3.03 02/19/2026 350,000 (4) 4.53 02/19/2026 350,000 (4) 6.03 02/19/2026 200,000 (4) 12.00 02/19/2026 88,029 (5) 409,335 J.J. Clarke 144,927 (6) 15.00 03/11/2025 185,184 (7) 15.00 03/11/2024 229,358 10.19 03/11/2023 152,207 18.46 03/11/2022 114,943 27.20 03/11/2021 R.W. Byrd 89,744 (8) 3.09 01/15/2026 20,304 10,153 (9) 12.50 09/13/2024 56,635 (10) 263,353 D.E. Bullwinkle 24,005 48,012 (11) 3.90 12/03/2025 236,887 118,443 (9) 12.50 09/13/2024 45,942 16.24 06/30/2023 7,965 13.76 09/02/2022 5,349 20.25 12/14/2021 5,805 23.78 09/02/2021 29,915 (12) 139,105 E. Mahe 20,140 (13) 5.20 6/20/2025 35,896 (14) 5.10 4/27/2025 39,683 (15) 11.00 4/27/2024 33,461 12.32 4/27/2023 7,003 17.95 05/11/2022 17,508 20.44 4/27/2022 Termination Without
Cause or With Good
Reason(1)
($)
Cause or
Without Good
Reason
($)Termination Based
on Disability
($)Termination Based
on Death
($)E. Mahe(8) Cash Severance(2) 434,844 0 0 0 Restricted Stock/RSUs(3)(4) 389,608 0 389,608 389,608 Stock Options(3)(4) 106,406 0 106,406 106,406 EXCEL(5) 0 0 0 0 Benefits/Perquisites(6) 0 0 1,304,532 869,688 Total 930,858 0 1,800,546 1,365,702 J.N. McMullen(9) Cash Severance(2) N/A 0 N/A N/A Accrued Vacation N/A 67,841 N/A N/A Restricted Stock/RSUs(3) N/A 0 N/A N/A Stock Options(3) N/A 0 N/A N/A EXCEL N/A 0 N/A N/A Benefits/Perquisites N/A 0 N/A N/A Total N/A 67,841 N/A N/A (1) For Messrs. Clarke, Bullwinkle, Mahe and McMullen, “good reason”an involuntary termination within two years following a change in control.only those awards outstanding as of December 31, 2019.(2) The cash severance amounts disclosed above were calculated using base salary for Messrs. Clarke, Bullwinkle, and Mahe, and target total cash compensation (base salary plus EXCEL target award) for Messrs. Kruchten and Cullimore. Cash severance for Mr. Clarke is equal to 2 times base salary. Cash severance for Messrs. Bullwinkle and Mahe is equal to base salary. Cash severance for Mr. Kruchten is equal to 1.5 times target total cash compensation. Cash severance for Mr. Cullimore is equal to target total cash compensation. All severance cash amounts are based on salary or total target cash compensation in the year that the termination notice was given. Mr. McMullen was not entitled to receive any cash severance as a resulthis termination of employment effective June 30, 2016.RSUs.(3) RSU and stock option awards generally have a continued vesting provision for all leaving reasons except in the case of a termination with cause or without good reason. The RSU and stock option awards granted to Mr. Kruchten on November 15, 2016 provide for accelerated vesting only for terminations on or after September 3, 2017, and only with respect to the unvested RSUs and stock options under such awards which would otherwise vest on the vesting date immediately following the date of the termination of Mr. Kruchten’s employment. Accordingly, the RSU and stock options awards granted to Mr. Kruchten on November 15, 2016 would not have vested if Mr. Kruchten’s employment had terminated on December 31, 2016.(4)As described under “Potential Benefits upon Change in Control” on page 42, we may provide for accelerated exercisability, lapse of restrictions or deemed satisfaction of performance goals with respect to any outstanding awards. If that discretion were exercised for the unvested equity awards held by our NEOs upon a change in control, the estimatedmarket value of shares, units or other rights that accelerated vesting based onhave not vested was calculated using a stock price of $4.65, which was the closing price of our common stock onas of December 31, 2016 for our NEOs would be $1,787,780 for2019, the last trading day of the year.(4) Clarke, $349,993 forContinenza remains employed through and including theBullwinkle, $1,357,347 for Mr. Kruchten, $216,545 for Mr. Cullimore and $495,919 for Mr. Mahe.Continenza’s then unvested stock options granted on February 20, 2019 vested in full on May 24, 2019.(5) EXCEL awards for2016 performance period would not be payable to an NEO infirst anniversary of the event that the NEO left us during the 2016 performance period, including without cause, for good reason, or death and disability, except that if the termination were part of a divestiture by the Company, NEOs would be eligible to be considered for a pro-rata award if the successor company did not agree to accept liability for the EXCEL award. If our NEOs had terminated on December 31, 2016 as part of a divestiture and the successor company had not agreed to accept liability for their EXCEL awards, the estimated award amounts for our NEOs would have been $0.grant date.(6) Ineventfirst, second and third anniversaries of the grant date. Pursuant to his amended and restated employment agreement, upon Mr. Clarke’s termination without cause, each U.S. NEO is eligible to receive outplacement services valued at $4,500 provided in accordance with our Termination Allowance Plan. Inof employment on February 20, 2019, the event of termination due to disability, each U.S. NEO is eligible to receive benefits under our long-term disability plan. Infirst installment immediately vested and the event of termination due to death, each U.S. NEO is eligible to receive $50,000 in term life insurance provided under our employee life insurance plan. In the event of Mr. Mahe’stermination due to disability, he is eligible to receive benefits under our Singapore insurance policy in the amount of $1,304,532 (SGD 1,800,000). In the event of Mr. Mahe’s termination due to death, he is eligible to receive life insurance benefits under our Singapore insurance policy in the amount of $869,688 (SGD 1,200,000). (The amounts shown for Mr. Mahesecond and third installments were converted from Singapore dollars to U.S. dollars using a 2016 average exchange rate of 0.72474.) In the event of Mr. Cullimore’s termination due to disability, he is eligible to receive benefits under our Switzerland insurance policy in an annual amount up to $203,126 (CHF 200,000). The estimated total amount of such payments to Mr. Cullimore through age 65 in accordance with the policy is up to $2,031,260 (CHF 2,000,000), which represents 10 annual payments. In the event of Mr. Cullimore’s termination due to death, he is eligible to receive life insurance benefits under our Switzerland insurance policy in the amount of $406,252 (CHF 400,000). (The amounts shown for Mr. Cullimore were converted from Swiss francs to U.S. dollars using a 2016 average exchange rate of 1.01563.)forfeited.(7) Amounts shown forCullimore were converted from Swiss francs to U.S. dollars using a 2016 average exchange rateClarke’s termination of 1.01563.employment on February 20, 2019, the second installment immediately vested and the third installment was forfeited.(8) Amounts shown for Mr. Mahe were converted from Singapore dollars to U.S. dollars using a 2016 average exchange rate0.72474.the grant date.(9) Amounts shown for(10) (11) (12) (13) McMullen are the actual amounts which he was entitled to receive as a result of hisMahe’s termination of employment effective June 30, 2016.on August 25, 2019, the second installment immediately vested and the third installment was forfeited.(14) (15) equity.equity, except for Mr. New. We do not pay employee directors for Board service in addition to their regular employee compensation.With the appointment of the new Board upon our emergence from Chapter 11 proceedings, the Board, through the Committee, conducted an analysis to determine an appropriate annual compensation structure and amountExcept for the directors. The analysis included reference to board compensation at public companies of a size similar to us, while considering the complex issues facing our Board following our emergence from bankruptcy and our growth as a technology company. The Board also considered that the compensation structure should differ for those directors employed by our significant shareholders (Messrs. New and Smith) and as a result they do not receive equity awards. Based upon these considerations,Special Committee Fee, the Board and Chair Retainers that the Board adopted effective September 2013 remained unchanged until August 11, 2015, when a new compensation structure for our non-employee directors wasunder the terms approved on August 11, 2015, which were based on the recommendation of our compensation consultant, are as shown below.below (subject to proration based on length of service as a director). The Board approved the fees for the Special Committee at its meeting on January 7, 2019. Except for Mr. New, beginning in the third quarter of 2019, 75% of each director’s cash retainer and fees was paid in RSUs with immediate vesting.Cash Retainer ($) Committee Chair/Board
Chair Fee ($)Equity Value ($) Total Retainer ($) Mark S. Burgess 100,000 — 150,000 250,000 James V. Continenza 100,000 50,000 250,000 400,000 Matthew A. Doheny 100,000 — 150,000 250,000 John A. Janitz 100,000 — 150,000 250,000 George Karfunkel 100,000 — 150,000 250,000 Jason New 180,000 20,000 — 200,000 William G. Parrett 100,000 20,000 150,000 270,000 Derek Smith 180,000 20,000 — 200,000 2016Director Compensation ScheduleCash Retainer ($) Committee
Chair/Board Chair
Fee ($)Equity Value ($) Richard Todd Bradley 100,000 — 150,000 Mark S. Burgess(1) 100,000 20,000 150,000 James V. Continenza(2) 100,000 50,000 250,000 Matthew A. Doheny(3) 100,000 — 150,000 Jeffrey D. Engelberg 100,000 — 150,000 George Karfunkel 100,000 — 150,000 Philippe D. Katz(4) 100,000 20,000 150,000 Jason New 180,000 20,000 — William G. Parrett 100,000 20,000 150,000 (1) (2) (3) (4) 2016:2019:Name Fees Earned or
Paid in Cash ($)Stock Awards ($)(1) Total ($) Mark S. Burgess 100,000 150,004 250,004 James V. Continenza 161,753 (2) 250,003 411,756 Matthew A. Doheny 100,000 150,004 250,004 John A. Janitz 100,000 150,004 250,004 George Karfunkel 100,000 150,004 250,004 Jason New 200,000 0 200,000 William G. Parrett 120,000 150,004 270,004 Derek Smith 200,000 0 200,000 Name Fees Earned or
Paid in Cash ($)Stock Awards ($)(1) Total ($) Richard Todd Bradley 62,500 187,503 250,003 Mark S. Burgess(2) 97,143 150,003 247,146 Matthew A. Doheny(3) 101,786 150,003 251,789 Jeffrey D. Engelberg 62,500 187,503 250,003 George Karfunkel 62,500 187,503 250,003 Philippe D. Katz(4) 53,309 45,000 98,309 Jason New 200,000 (5) 0 200,000 William G. Parrett 75,000 195,003 270,003 (1) ThePursuant to the previous determination of the Board of Directors that annual director grants be made on the fifth trading day of each calendar year commencing with 2016, the 2019 equity award wasawards were granted effective January 8, 20162019 as RSUs and will vestvested after one year. Except for Mr. New, beginning in the third quarter of 2019, 75% of each director’s cash retainer and fees were paid in RSUs with immediate vesting. As a result, Messrs. Bradley, Engelberg and Karfunkel each received a grant of RSUs equal to $18,750 on October 31, 2019 and $18,750 on December 31, 2019, and Messrs. Katz and Parrett each received a grant of RSUs equal to $22,500 on October 31, 2019 and $22,500 on December 31, 2019. The amounts reported in this column have been calculated in accordance with FASB ASC Topic 718.(2) Mr. ContinenzaBurgess ceased to be a member of the Board effective May 22, 2019. The amounts shown for him are the cash fees he received prior to his departure, which include $60,000 in fees for his service on the Special Committee.(3) Mr. Doheny ceased to be a pro-rata portionmember of the Board effective May 22, 2019. The amounts shown for him are the cash fees he received prior to his increaseddeparture, which include $75,000 in fees for his service as the Chair feeof the Special Committee.(4) Mr. Katz was appointed to the Board on February 20, 2019. The amount shown for 2015him is the cash fees he received after his appointment.(5) Mr. New was paid the retainer he earned for his services provided during the fourth quarter of 2019 in 2016.January 2020.The following table reports the outstanding stock awards and stock option awards held by each of the non-employee directors at the end of fiscal year 2016:Restricted Stock Units Stock Options Restricted Stock Units Stock Options Name Unvested (#) Vested (#) Unvested (#) Vested (#) Unvested (#) Vested (#) Unvested (#) Vested (#) Richard Todd Bradley 52,817 59,524 0 Mark S. Burgess 16,938 15,290 0 0 0 143,237 (1) 0 James V. Continenza 27,503 29,071 0 0 Matthew A. Doheny 16,648 14,710 0 0 0 142,367 (2) 0 John A. Janitz 16,648 14,710 0 0 Jeffrey D. Engelberg 52,817 59,524 0 George Karfunkel 16,648 14,710 0 0 52,817 100,686 0 Philippe Katz 0 13,362 0 Jason New 0 0 0 0 0 0 0 William G. Parrett 16,648 0 0 0 52,817 107,949 0 Derek Smith 0 0 0 0 Share Ownership GuidelinesOur directors are subject to share ownership guidelines, which were adopted on August 11, 2015. Our directors are required to accumulate certain levels of ownership of our equity securities within five years of such date, or, if later, within five years of first becoming a director, as follows:(1) Holding RequirementUpon ceasing to be a member of the Board effective May 22, 2019, Mr. Burgess’s outstanding RSUs vested immediately.Title(2)Target ShareOwnershipBefore Target MetAfter Target MetDirector3X annual cash retainerNoneNoneUpon ceasing to be a member of the Board effective May 22, 2019, Mr. Doheny’s outstanding RSUs vested immediately.restricted stock unitRSU awards granted on January 8, 2016:2019:●James V. Continenza - 23,878 RSUs (100%);● Matthew A. Doheny - 14,327– 52,817 RSUs (100%); and● Mark S. Burgess - 7,164William G. Parrett – 52,817 RSUs (50%(100%).Committeecommittee and shareholder meetings and other Board business events.Compensation Discussion and Analysis“Executive Compensation” section of this Proxy Statement. Pursuant to Section 14A of the Securities Exchange Act, of 1934, as amended, you are voting on a proposal, commonly known as a “say-on-pay” proposal, which gives our shareholders the opportunity to endorse or not endorse our named executive officer pay programs and policies through the following resolution:20172020 Annual Meeting of Shareholders (which disclosure includes the Compensation Discussion and Analysis, compensation tables and related narrative discussion).Shareholders.As discussed in the Compensation Discussion and Analysis, weWe believe that our executive compensation program is designed to attract, motivate and retain individuals with the skills required to achieve our business objectives. Our compensation strategy is to provide opportunities to incentivize and reward our named executive officers when they deliver defined performance results that are based on success in a diverse set of businesses. We also align the interests of our executives with those of our shareholders and our long-term interests through stock ownership. We believe that the compensation of our named executive officers for 20162019 was appropriate and aligned with our performance results and strategic plan.cast.cast by holders entitled to vote thereon. Because your vote is advisory, it will not be binding on our Board of Directors. However, our Board values the opinions that our shareholders express in their votes and will take into account the outcome of the vote when considering future executive compensation arrangements as it deems appropriate.officers as described in the Compensation Discussion and Analysis, compensation tables and related narrative discussion.officers.● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● Amended and Restated 2013 Omnibus
Incentive Plan(1) Name and Position Dollar Value ($) Number of Units J.V. Continenza
Executive Chairman0 0 J.J. Clarke
Former Chief Executive Officer0 0 R.W. Byrd
General Counsel, Secretary and Senior Vice President0 0 D.E. Bullwinkle
Chief Financial Officer, President, Eastman Business Park and Senior Vice President0 0 E. Mahe
Former President, Brand, Film and Imaging Division, and Former Senior Vice President0 0 Executive Officer Group 0 0 Non-Executive Director Group 0 0 Non-Executive Officer Employee Group(1) — 200,000 (1) The Company is obligated to make a grant of 200,000 stock options to a non-executive employee, subject to shareholder approval of the Amended Plan, pursuant to the individual’s offer letter. The grant value cannot be determined at this time because the grant has not yet occurred. Subject to this contractual commitment, the benefits or amounts to be received by or allocated to participants and the number of shares to be granted under the Amended Plan cannot be determined at this time because the amount and form of grants to be made to any eligible participant in any year is determined at the discretion of the Committee and the Committee has not determined future awards or who might receive them. No nominee for election as a director, no associate of any executive officer, director or nominee, and no other person who received or is to receive five percent of the options or rights under the Amended Plan will receive any options or rights that are determinable at this time. Name and Position Number of Shares
Underlying OptionsNumber of Shares
Underlying Restricted
Stock Units J.V. Continenza
Executive Chairman2,050,000 241,589 J.J. Clarke
Former Chief Executive Officer1,209,069 110,295 R.W. Byrd
General Counsel, Secretary and Senior Vice President120,201 60,088 D.E. Bullwinkle
Chief Financial Officer, President, Eastman Business Park and Senior Vice President492,408 83,898 E. Mahe
Former President, Brand, Film and Imaging Division, and Former Senior Vice President262,929 110,764 Executive Officer Group 5,469,371 1,003,387 Non-Executive Director Group 0 785,958 Each Nominee for Election as a Director Group 2,050,000 1,027,547 Each associate of any of such directors, executive officer or nominees 0 0 Each other person who received or is to receive 5 percent of such options, warrants or rights 0 0 Non-Executive Officer Employee Group 2,938,394 1,810,950 Number of Securities to be
Issued Upon Exercise of
Outstanding Options and
Restricted Stock UnitsWeighted-Average
Exercise Price of
Outstanding OptionsNumber of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))(1)Plan Category (a) (b) (c) Equity compensation plans approved by security holders(2) 2,050,000 $4.67 466,408 Equity compensation plans not approved by security holders(3) 5,514,897 $11.86 0 (1) (2) (3) 29, 201726, 2020 regarding the persons known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock and Series A convertible preferred stock, with percentages based on 42,451,09643,675,070 shares of common stock outstanding and 2,000,000 shares of Series A convertible preferred stock outstanding. Except as noted, the number of shares outstanding does not include shares issuable upon conversion of our outstanding 5.00% Secured Convertible Notes due 2021 (Notes), which, until converted, have no voting rights.Name and Address of Beneficial Owner
Common Shares
Beneficially
OwnedPercent of Class
Beneficially
OwnedNumber of Shares of
Series A Convertible
Preferred Stock
Beneficially OwnedPercent of Class
Beneficially
OwnedBlackstone Holdings I/II GP Inc., et al c/o The Blackstone Group L.P. 345 Park Avenue New York, New York 10154 8,938,916 (1) 21.1% -- -- BlueMountain Capital Management, LLC, et al 280 Park Avenue, 12th Floor New York, New York 10017 7,359,481 (2) 17.1% -- -- Franklin Mutual Advisers, LLC 101 John F. Kennedy Parkway Short Hills, New Jersey 07078-2789 3,169,991 (3) 7.5% -- -- GKarfunkel Family LLC 126 East 56thStreet, 15thFloor New York, New York 10022 2,513,006 (4) 5.9% -- -- Moses Marx 160 Broadway New York, New York 10038 5,382,656 (5) 12.6% -- -- Paradice Investment Management LLC, et al 257 Fillmore Street, Suite 200 Denver, Colorado 80206 2,582,004 (6) 6.1% -- -- Southeastern Asset Management, Inc., et al 6410 Poplar Avenue, Suite 900 Memphis, Tennessee 38119 12,154,200 (7) 22.5% Name and Address of Beneficial Owner Number of
Common Shares
Beneficially
OwnedPercent of Class
Beneficially
OwnedNumber of Shares of
Series A Convertible
Preferred Stock
Beneficially OwnedPercent of Class
Beneficially
OwnedJames V. Continenza(1) c/o Eastman Kodak Company 343 State Street Rochester, New York 14650 2,653,263(2) 5.8% -- -- George and Renee Karfunkel 1671 52ndStreet Brooklyn, New York 11204 6,863,126(3) 15.7% -- -- GKarfunkel Family LLC 140 Broadway, Suite 3930 New York, New York 10005 2,380,154(4) 5.4% -- -- Philippe D. Katz 160 Broadway New York, New York 10038 10,580,813(5) 24.2% -- -- K.F. Investors LLC 160 Broadway New York, New York 10038 5,044,023(6) 11.5% -- -- Moses Marx 160 Broadway New York, New York 10038 5,743,731(7) 13.2% -- -- Southeastern Asset Management, Inc., et al. 6410 Poplar Avenue, Suite 900 Memphis, Tennessee 38119 47,952,051(8) 55.3% 2,000,000(8) 100% (1) Blackstone Holdings I/II GP Inc.,(2) (3) 8,875,2112,268,671 shares and shared voting and dispositive power over 4,437,605 shares. The amount shown for Mr. Karfunkel also includes 500,000 shares of our common stock FS Investment Corporation reports sole voting and dispositive power with respect to 61,859 shares of our common stock, and FS Investment Corporation II reports sole voting and dispositive power with respect to 1,846 shares of our common stock. Based on a closing price of $13.99 per share of our common stock on October 13, 2016, the amount reported by Blackstone Holdings I/II GP Inc. does not include shares of our common stock issuable upon the exercise of 230,820 net-share settled warrants to purchase shares of our common stock that may be deemed to be beneficially owned by certainthe Chesed Foundation of the reporting persons but that cannot be settled forAmerica, a charitable foundation controlled by Mr. Karfunkel. Renee Karfunkel, Mr. Karfunkel’s spouse, holds 6,306,276 of these shares of our common stock pursuant to the terms thereof.as a joint tenant with Mr. Karfunkel. This information is based on Amendment No. 51 to the Schedule 13D filed by Mr. and Mrs. Karfunkel on December 6, 2019 and subsequent Section 16 reports filed with the SEC by Blackstone Holdings I/II GP Inc., et al on October 18, 2016.(2)BlueMountain Capital Management, LLC (BlueMountain) serves as investment manager to various fundsMr. and reports shared voting and dispositive power with respect to 7,359,481 shares of our common stock directly owned by the funds. This amount includes 511,358 net-share settled warrants to purchase shares of our common stock. This information is based on Amendment No. 3 to Schedule 13D filed with the SEC on March 16, 2017 by BlueMountain, et al. and subsequent Form 4s filed with the SEC by BlueMountain, et al.(3)Franklin Mutual Advisers, LLC reports sole voting and dispositive power with respect to all 3,169,991 shares, which includes 97,164 net-share settled warrants to purchase shares of our common stock. Franklin Mutual Quest Fund, a series of FranklinMutual Series Funds and an investment company registered under the Investment Company Act of 1940, has an interest in all 3,169,991 shares (including the 97,164 net-share settled warrants to purchase shares of our common stock). This information is based on Amendment No. 2 to Schedule 13G filed with the SEC on February 3, 2017 by Franklin Mutual Advisers, LLC, reporting beneficial ownership as of December 31, 2016.Mrs. Karfunkel.(4) shares and 132,852 net-share settled warrants to purchase shares of our common stock owned by the Family LLC.shares. This information has been provided to us by advisors to the Family LLC.(5) (6) (7) Commodities Company (United Equities), a private investment company of which Mr. Marx is a 99% general partner. The amount shown also includes 170,000 shares held by 111 John Realty Corp., in which Mr. Marx and his spouse hold a 50% interest, 8,041and 614,041 shares held by Marneau Holding Company (Marneau),Marneu, in which Mr. Marx holds a direct and indirect 75% interest and an aggregate of 127,214 net-share settled warrants to purchase71% general partnership interest. Additionally, the amount shown also includes 300,303 shares held directly by Mr. Marx. The amount shown does not include the 5,044,023 shares of our common stock held by United Equities and Marneau. Additionally, the amount shown includes 246,574 shares held directly byKF Investors. Mr. Marx and an aggregatethe other entities referenced in this footnote have agreed to act as a “group” with KF Investors within the meaning of 171,440 net-share settled warrants to purchase sharesSection 13(d)(3) of our common stock, as to all of whichthe Exchange Act, but Mr. Marx reports having sole voting and dispositive power.has no ownership interest in or any control over KF Investors. This information is based on theAmendment No. 2 to Schedule 13D filed jointly by Mr. Marx and Momar Corporationthe entities described in this footnote on September 13, 2013December 4, 2019 and subsequent Section 16 reports filed with the SEC by Mr. Marx.(6)(8)Paradice Investment Management LLC, a Delaware limited liability company, reports that it shares voting and dispositive power with respect to all 2,582,004 shares with Paradice Investment Management Pty Ltd, an Australian company with an address at Level 27, The Chifley Tower, 2 Chifley Square, Sydney NSW 2000, Australia. This information is based on the Schedule 13G filed with the SEC on February 6, 2017 by Paradice Investment Management LLC, et al, reporting beneficial ownership as of December 31, 2016.(7) Asset Management, Inc., a Tennessee corporation and a registered investment advisor (Southeastern), reports beneficial ownership of 12,154,20047,952,051 shares of our common stock, including 11,494,200 shares issuable upon conversion of 2,000,000 shares of Series A convertible preferred stock.stock (or 2.3% of the outstanding shares) and 31,497,851 shares underlying Notes (or 36.4% of the outstanding shares). For purposes of determining the beneficial ownership of Southeastern et al., the shares underlying the Series A convertible preferred stock and the shares issuable upon conversion of the Notes, which are freely convertible, are included in the outstanding share amount. Southeastern has not converted any Notes and does not vote these underlying shares. Southeastern shares voting power with Longleaf Partners Small-Cap Fund (Longleaf), a series of Longleaf Partners Funds Trust, a Massachusetts business trust, with respect to 10,714,31944,075,040 shares. Southeastern reports no voting power with respect to 1,439,8813,877,011 shares. Southeastern has sole dispositive power with respect to 205,171767,408 shares and shares dispositive power with respect to 11,682,22947,184,643 shares, including 10,714,31944,075,040 shares with Longleaf. Mr. O. Mason Hawkins is the Chairman of the Board and Chief Executive Officer of Southeastern. All shares reported by Southeastern are owned by Southeastern’s investment advisory clients, including Longleaf, and none are owned directly or indirectly by Southeastern. All 10,714,319 shares reported by Longleaf are owned by Longleaf. This information is based on Amendment No. 16 to the Schedule 13G filed with the SEC on February 14, 20172020 by Southeastern, et al. and information provided to us by representatives of Southeastern.29, 201726, 2020 regarding shares of our common stock and shares of our Series A convertible preferred stock held by our directors, nominees, each of our named executive officers and all directors, nominees and executive officers as a group.Name of Beneficial Owner Number of Common Shares
Beneficially Owned(1)(3)Percent of Class
Beneficially
Owned(1)(2)(3)Number of Shares of
Series A Convertible
Preferred Stock
Beneficially Owned(1)(2)Percent of
Class
Beneficially
Owned(1)(2)Directors and Nominees Richard Todd Bradley Mark S. Burgess28,314(4)------Jeffrey J. Clarke(5)381,045(6)------James V. Continenza0(7)------Matthew A. Doheny0(8)112,341-- -- -- Jeffrey D. Engelberg 10,000148,953 (9)(3)-- -- (9)(3)-- George Karfunkel 6,863,126(4) 15.7% -- -- Philippe D. Katz 10,580,813(5) 24.2% Jason New -- -- -- -- William G. Parrett 15,683(6) -- -- -- Named Executive Officers James V. Continenza(7) 2,653,263(8) 5.8% Jeffrey J. Clarke(9) 856,619(10) 1.9% -- -- Eric-Yves Mahe(11) 153,691(12) -- -- -- Roger Byrd 64,682(13) -- -- -- David Bullwinkle 366,933(14) -- -- -- All directors and executive officers as a group (13 persons, including the above) 22,553,008(15) 46.1% --(3) --(3) John A. Janitz 31,358 -- -- -- George Karfunkel 1,430,572 (3)(10) 3.4% -- -- Jason New --(11) -- -- -- William G. Parrett 2,347 (12) -- -- -- Craig A. Rogerson 0 -- -- -- Derek Smith --(13) -- -- -- Named Executive Officers Philip Cullimore 20,070 (14) -- -- -- Brad W. Kruchten 78,869 (3)(15) -- -- -- Eric-Yves Mahe 14,343 (16) -- -- -- John N. McMullen 21,269 (17) -- -- -- All directors and executive
officers as a group (19
persons, including the above)2,204,052 (18) 5.1% --(9) --(9) (1) options or warrants.options. Shares that may be acquired within 60 days are referred to in the footnotes to this table as “presently exercisable options,options.” “presently exercisable warrants” or restricted stock units (RSUs) that vest on a specific date. Percentages are based on 42,451,09643,675,070 shares of common stock outstanding except where the person has the right to receive shares within the next 60 days (as indicated in the other footnotes to this table), which increases the number of shares owned by such person and the number of shares outstanding. Unless otherwise indicated in the other footnotes to this table, each shareholder named in the table has sole voting and investment power with respect to all of the shares shown as owned by the shareholder.(2) (3) For Messrs. Karfunkel and Kruchten and certain executive officers who are not NEOs, the amounts shown include 125% warrants to purchase shares of our common stock at an exercise price of $14.93 and 135% warrants to purchase shares of our common stock at an exercise price of $16.12. Each of these warrants entitles the holder to purchase one share of common stock; however for each warrant exercised, the holder will receive a net share amount equal to the number of shares issuable upon the exercise multiplied by the closing sale price of our common stock on the exercise date minus the exercise price, divided by the closing sale price, together with cash for any fractional shares. The shares shown and referred to in the other footnotes to this table regarding the warrants are subject to this net-share calculation.(4)Mr. Burgess has 3,914 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors.(5)Mr. Clarke is also a NEO.(6)The amount shown includes presently exercisable options to purchase 292,866 shares of our common stock.(7)Mr. Continenza has 56,574 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors.(8)Mr. Doheny has 31,358 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors.(9)whichwhose ownership includes 1,574,892 shares underlying Notes and is one of the purchasers of the Series A convertible preferred stock reported by Southeastern Asset Management, Inc. in the table “Beneficial Security Ownership of More than 5% of the Company’s Shares.” Mr. Engelberg disclaims beneficial ownership of these shares.(10)(4)presently exercisable warrants as follows: 125% warrants to purchase 31,451500,000 shares of our common stock and 135% warrants to purchase 31,451 sharesowned by the Chesed Foundation of our common stock.America, a charitable foundation controlled by Mr. Karfunkel.(11)(5)Certain funds or accounts managed, advised or sub-advisedGSO Capital Partners LP (“GSO”) own beneficial interestsMomar Corporation and 48,875 shares held by 111 John Realty Corp., each an entity in which Mr. Katz has an ownership interest; 7,598 shares held by United Equities, an entity of which Mr. Katz is a general partner; 87,720 shares held by Marneu, an entity of which Mr. Katz is a partner; and 2,522,011 shares held by KF Investors, an entity of which Mr. Katz is a managing member and a greater than 5% holder of our company, including the shares of common stock and warrantsas reported by Blackstone Holdings I/II GP Inc., et al,above in the table “Beneficial Security Ownership of More than 5% of the Company’s Shares.” GSO makes investment decisions through committees composedMr. Katz is the son-in-law of senior managing directors and senior management. Mr. New isMoses Marx, a Senior Managing Directorgreater than 5% holder of GSO. Mr. New disclaims beneficial ownershipour shares as also reported in the table “Beneficial Security Ownership of these shares.More than 5% of the Company’s Shares.”(12)(6)The amount shown includes presently exercisable warrants as follows: 125% warrants to purchase 13 shares of our common stock and 135% warrants to purchase 13 shares of our common stock. Mr. Parrett also has 14,327125,336 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors.(7) Mr. Continenza has served as our Executive Chairman since February 2019 and was previously a Board member. (8) The amount shown includes presently exercisable options to purchase 2,050,000 shares of our common stock. Mr. Continenza also has 241,589 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors. (9) Mr. Clarke, a named executive officer, served as our Chief Executive Officer until February 20, 2019. (10) The amount shown includes presently exercisable options to purchase 826,619 shares of our common stock. (11) Mr. Mahe, a named executive officer, ceased employment with the Company effective August 25, 2019. (12) The amount shown includes presently exercisable options to purchase 153,691 shares of our common stock. (13) Various private funds managed by BlueMountain hold the 7,359,481The amount shown includes presently exercisable options to purchase 50,218 shares (inclusive of warrants) reported in the table “Beneficial Security Ownership of More than 5% of the Company’s Shares.” Each fund has delegated voting and investment power of its investments, including the 7,359,481 shares, to BlueMountain, which is exercised by BlueMountain’s Investment Committee. Mr. Smith is a member of the Investment Committee.our common stock.(14) The amount shown includes a presently exercisable optionoptions to purchase 14,247325,952 shares of our common stock.(15) The amount shown includes 90 shares of our common stock held by Mr. Kruchten’s spouse; presently exercisable options to purchase 59,836 shares; and presently exercisable warrants as follows: Mr. Kruchten: 125% warrants to purchase 943an aggregate of 640,710 shares of our common stock and 135% warrants to purchase 943 shares of our common stock; Ms. Kruchten: 125% warrants to purchase 31 shares of our common stock and 135% warrants to purchase 31 shares of our common stock.(16)The amount shown includes presently exercisable options to purchase 8,170 shares of our common stock.(17)Mr. McMullen resigned as Chief Financial Officer and Executive Vice President, effective June 30, 2016. The amount shown is based on information available to the Company as of Mr. McMullen’s retirement date and may not reflect his benefits ownership as of March 29, 2017.(18)The amount shown includes presently exercisable options and presently exercisable warrants that vest within 60 days for executive officers who are not named executive officers as follows: options to purchase an aggregate of 123,526 shares of common stock; 125% warrants to purchase an aggregate of 1,102 shares of common stock; and 135% warrants to purchase an aggregate of 1,102 shares of common stock.officers.SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESection 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10% of our common stock or our Series A convertible preferred stock to file reports of ownership and changes in ownership with the SEC. Based solely on the written representations of our directors and executive officers and copies of reports that they and persons who owned more than 10% of our common stock or Series A convertible preferred stock have filed with the SEC, we believe that all of our directors, executive officers and greater than 10% beneficial owners timely complied with the filing requirements of Section 16(a) during 2016, except for directors Mr. Burgess, Mr. Karfunkel and Mr. Parrett, who filed one late report disclosing two transactions, one late report disclosing four transactions, and one late report disclosing six transactions, respectively; Mr. Kruchten, an executive officer, who filed two late reports disclosing five transactions by his spouse; Ms. Underberg, an executive officer, who filed one late report disclosing two transactions by her spouse; Mr. O’Grady, an executive officer, who filed one late report disclosing one transaction; and GSO Special Situations Master Fund LP, a greater than 10% owner of our common stock, which filed a late Form 3 and one late report disclosing six transactions.ek.client.shareholder.com/investor.kodak.com/supporting.cfm, our Governance Committee reviews the material facts of all interested transactions that require the committee’s approval. The Governance Committee will approve or disapprove the interested transactions, subject to certain exceptions, by taking into account, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. No director or board observer may participate in any discussion or approval of an interested transaction for which he or she is a related party, other than providing material information concerning the interested transaction to the Governance Committee. If an interested transaction will be ongoing, the Governance Committee may establish guidelines for our management to follow in its ongoing dealings with the related party and then, at least annually, must review and assess ongoing relationships with the related party.in any calendar year, our company is a participant and any related party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A “related party” is any person who is or was, since the beginning of the last fiscal year for which we have filed a Form 10-K and proxy statement, a Section 16 Executive Officer, director or nominee for election as a● ● ● ● ● ● ● ● meetings. We were party tomeetings and considered the following interested transaction with amounts exceeding $120,000 with related parties occurring since the beginning of 2016party relationships and interests as follows:● New and Smith,New, each of whom is a current director, are individuals or principals of or affiliated with entities that hold an equity interest in our companyheld securities of Kodak by virtue of a Backstop Commitment Agreement that we entered into effective upon emergence from bankruptcy in September 2013. Mr. Karfunkel is affiliated with certain trusts that collectively holdcurrently holds approximately 5.9%15.7% of our outstanding common stock.stock (including through a charitable foundation controlled by Mr. Karfunkel). Mr. New, iswas a Senior Managing Director of The Blackstone Group L.P. The Blackstone Group L.P. may be deemed to hold approximately 21.1%L.P, a formerly large holder of our outstanding common stock. Mr. Smith is a Managing Partner and Co-Chief Investment Officer at BlueMountain Capital Management, LLC, which holds approximately 17.1% of our outstanding common stock.● RogersonBradley and Engelberg are director nomineesdirectors who were designated by the purchasers of the Company’s Series A convertible preferred stock pursuant to the terms of the Purchase Agreement dated as of November 7, 2016 between the Company, Southeastern Asset Management, Inc. and certain investment funds managed by Southeastern. Mr. Engelberg is the managing member of Additive Advisory and Capital, LLC, which receives management fees from C2W Partners Master Fund Limited, which is one of the purchasers of the Series A convertible preferred stock. In May 2019, Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, which are investment funds managed by Southeastern, purchased $100 million aggregate principal amount of convertible notes, none of which have been converted and, as a result, do not have voting rights. Southeastern may be deemed to hold approximately 22.5%55.3% of our outstanding common stock and C2W Partners Master Fund Limited may be deemed to hold approximately 2.9%3.6% of our outstanding common stock.● Dolores Kruchten, DirectorMr. Katz, a current director, is affiliated with Momar Corporation, an entity in which Mr. Katz has an ownership interest, United Equities Commodities Company, an entity of Eastman Business Park since August 2015,which Mr. Katz is the spousea general partner, Marneu Holding Company, an entity of which Mr. Katz is a partner, KF Investors, an entity of which Mr. Katz is a managing member, and 111 John Realty Corp., an entity in which Mr. Katz has an ownership interest, each of which holds an equity interest in our company. KF Investors is a greater than 5% holder of our named executive officer, Brad Kruchten. Thereshares as reported above in the table “Beneficial Security Ownership of More than 5% of the Company’s Shares.” As a result, Mr. Katz holds an indirect pecuniary interest in approximately 9.8% of our outstanding common stock. Mr. Katz is no employment reporting relationship between also the son-in-law of Moses Marx, a greater than 5% holder of our shares as also reported in the table “Beneficial Security Ownership of More than 5% of the Company’s Shares.”● Mr. KruchtenContinenza, our Executive Chairman, is also the Chairman and Ms. Kruchten. Ms. Kruchten, as an employee, received compensation fromChief Executive Officer of Vivial, Inc. (Vivial), a privately held marketing technology and communications company that provides a wide range of digital and legacy leads-generating products to local and national advertisers. In January 2020, in the ordinary course of business, the Company engaged Vivial on an arm’s length competitive basis to provide salesforce optimization consulting services at an expected cost over a two-year period of up to $2 million. Mr. Continenza did not participate in excessthe negotiation or decision-making process. By virtue of $120,000 during 2016.Mr. Continenza’s positions, he is deemed to have an indirect material interest in the Company’s transactions with Vivial. At its meeting on January 8, 2020, our Governance Committee considered the relevant information and pre-approved the transaction with Vivial.20162019 and 2015.2018.Type of Service (in millions) 2016 2015 2019 2018 Audit Fees $3.49 $3.90 $4.68 (1) $4.51 Audit-Related Fees 0.10 1.90 0.02 0.00 Tax Fees 0.03 0.04 0.01 0.02 All Other Fees 0.05 0.00 0.01 0.01 Total $3.67 $5.84 $4.72 $4.54 (1) Estimated; subject to finalization. ReportsReport on Form 10-K, quarterly reviews of interim financial statements included in our Quarterly Reports on Forms 10-Q, and statutory audits of certain of our subsidiaries.The audit-relatedAudit related fees in 2019 primarily consist of fees for 2016 related to audit services for regulatory filings and for 2015 related to assurance and relatedthe performance of attest services.20162019 and 20152018 were for tax compliance and consulting services.2016 were related to2019 and 2018 consist of non-audit related compliance services.procurement of an on-line accounting research tool and financial statement disclosure checklist offered by PwC to its clients.committee’sAudit and Finance Committee’s pre-approval of all audit and permissible non-audit services provided by the independent accountants. The Pre-Approval Policy sets forth principles that must be considered by the Audit and Finance Committee in approving services to ensure that the independent accountant’s independence is not impaired; describes the audit, audit-related, tax and other permissible non-audit services that may be provided and the non-audit services that are prohibited; and sets forth the pre-approval requirements for all permitted services.PROPOSAL 35 - RATIFICATION OF THE AUDIT AND FINANCE COMMITTEE’S SELECTION OF PRICEWATERHOUSECOOPERSERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMevaluatesassesses the selection of the independent registered public accounting firm each year. In addition, the Audit and Finance Committee considers the independence of the independent registered public accounting firm each year.has been(PwC) had audited our financial statements for many years. Following the Audit and Finance Committee’s completion of a competitive process to select our independent registered public accounting firm for many years. After consideration of a number of factors, including length of time the firm has served in this role, the firm’s past performance, and an assessment of the firm’s qualifications and resources,fiscal year ending December 31, 2020, the Audit and Finance Committee has selected PricewaterhouseCoopersErnst & Young LLP as our independent registered public accounting firm to serve a one-year term beginningwhich resulted in the dismissal of PwC as our independent registered public accounting firm as of March 24, 2020.dateconsolidated financial statements of the Annual Meeting.Company as of and for the years ended December 31, 2019 and December 31, 2018 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to audit scope or accounting principle; however, the reports for both years contained a paragraph stating there was substantial doubt about the Company's ability to continue as a going concern.PricewaterhouseCoopersErnst & Young LLP is expected to attend the Annual Meeting to respond to appropriate questions and, if he or she desires, make a statement.PricewaterhouseCoopersErnst & Young LLP is not ratified, the Audit and Finance Committee will review its future selection of an independent registered public accounting firm. Even if the selection is ratified, the Audit and Finance Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.PricewaterhouseCoopersErnst & Young LLP requires the affirmative vote of a majority of the votes cast.cast by holders entitled to vote thereon.PricewaterhouseCoopersErnst & Young LLP as our independent registered public accounting firm.
Sharon E. UnderbergRoger W. Byrd
General Counsel, Secretary and Senior Vice President
April 10, 20179, 2020DIRECTIONS TO 2017 ANNUAL MEETINGAPPENDIX ALocationEASTMAN KODAK COMPANY
2013 OMNIBUS INCENTIVE PLANThe Benjamin125 East 50th StreetNew York, New York 10022Directions(AS AMENDED AND RESTATED EFFECTIVE MAY 20, 2020)NYC Taxi etiquette: Taxis are available when only the middle light is illuminated. Simply hold out your arm to flag down a taxi, and they should promptly pull over. Taxi drivers should be tipped between 15 – 20% of the fare total. Town Car Service Contact The Benjamin concierge at 212-715-2539 to arrange car service. Most car services will accept credit cards if arranged in advance. Expect to pay cash for fare. Airports LaGuardia Airport (LGA), approximately 25-30 minutes by taxi or town car service. Yellow taxi provides metered fare (approximately $24-28) plus tollsArticle 1.Establishment & 20% tip. All taxis are required to accept credit cards.PurposeJohn F. Kennedy (JFK), approximately 30 to 45 minutes by taxi or town car service.
1.1EstablishmentBy taxi - Yellow taxi rate is $45 plus tolls & 20% tip. All taxis are required to accept credit cards.By train - AirTrain service is available for $5 from JFK to Jamaica Station with access to the Long Island Railroad (LIRR). Direct trains from LIRR to Penn Station are approximately $12 (20 minutes). Visithttp://www.mta.info/lirr for schedules and fares. Yellow taxi service is available from Penn to The Benjamin. Inform your driver you are going to Midtown Manhattan, the corner of 50th Street and Lexington at The Benjamin hotel.Newark Liberty International (EWR), approximately 50 to 60 minutes by car or town car service.By taxi - A New Jersey taxi dispatcher will provide a slip of paper with a flat rate ranging from $30 to $38 (toll and tip extra), based on your destination. New York yellow cabs aren't permitted to pick up passengers at Newark. Taxi fare is approximately $70 - $75 total, including tolls and tip.By train - AirTrain service is available from EWR to NJ Transit rail service for $5. NJ Transit service is available everyday between 5:01 a.m. - 1:50 a.m. (closed between 2 – 5 a.m.). Fare is $12.50 for a one-way ticket on the Northeast Corridor or North Jersey Coast Line service to New York Penn Station (approx. 25 minutes).Visithttp://www.njtransit.com/rg/rg_servlet.srv?hdnPageAction=AirportConnectionsTofor schedules and fares.RECONCILIATION OF NON-GAAP MEASUREIn this Proxy Statement, we provide information regarding Operational EBITDA, a non-GAAP financial measure. Our industry peers may provide similar supplemental non-GAAP information, although they may not use the same or comparable terminology and may not make identical adjustments. We believe that this non-GAAP measure represents an important internal measure of performance. We provide this measure to give investors the same financial data management uses with the belief that this information will assist the investment community in properly assessing our underlying performance, financial condition, results of operations and cash flow.All figures are in millionsThe following table reconciles the most directly comparable GAAP measure of Net Income Attributable to Eastman Kodak Company, a New Jersey corporation, hereby establishes the Eastman Kodak Company 2013 Omnibus Incentive Plan (hereinafter referred to Operational EBITDAas the “Plan”) as set forth in this document.(a) the Participant’s continued failure, for a period of at least 30 calendar days following a written warning, to perform the Participant’s duties in a manner deemed satisfactory by the Participant’s supervisor, in the exercise of his or her sole discretion; (b) the Participant’s failure to follow a lawful written directive of the Chief Executive Officer, the Participant’s supervisor or the Board; (c) the Participant’s willful violation of any material rule, regulation, or policy that may be established from time to time for the conduct of the Company’s business; (d) the Participant’s unlawful possession, use or sale of narcotics or other controlled substances, or performing job duties while illegally used controlled substances are present in the Participant’s system; (e) any act or omission by the Participant in the scope of his or her employment (a) which results in the assessment of a civil or criminal penalty against the Participant or the Company, or (b) which in the reasonable judgment of the Participant’s supervisor could result in a material violation of any foreign or U.S. federal, state or local law or regulation having the force of law; (f) the Participant’s conviction of or plea of guilty or no contest to any crime involving moral turpitude; (g) any misrepresentation of a material fact by the Participant to, or concealment of a material fact from, the Participant’s supervisor or any other person in the Company to whom the Participant has a reporting relationship in any capacity; or (h) the Participant’s breach of the Company’s Business Conduct Guide or the Eastman Kodak Company Employee’s Agreement. twelve months ended December 31, 2016:Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company, any of its Subsidiaries, and Affiliates.YTD 2016 Net Income Attributable to Eastman Kodak Company (GAAP basis) $ 15 Net income attributable to noncontrolling interests 1 Net Earnings $ 16 All Other (1) (3 ) Corporate components of pension and OPEB income (2) (161 ) Depreciation and amortization 102 Restructuring costs and other (3) 16 Overhead supporting, but not directly absorbed by discontinued operations (4) 15 Stock-based compensation 8 Consulting and other costs (5) 5 Idle costs (6) 3 Manufacturing costs originally planned to be absorbed by silver metal mesh touch screen production (7) 3 Other operating expense, net 16 Interest expense 60 Loss on early extinguishment of debt 4 Other charges, net 4 Reorganization items, net (6 ) Provision for income taxes 32 Loss from discontinued operations, net of income taxes 30 Operational EBITDA $ 144 (1)(a)RED utilities variable interest entity (interestany “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and depreciationas used in Sections 13(d)(3) and 14(d)(2) of RED are includedthe Exchange Act), is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of the Company’s securities representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (“Company Voting Securities”);provided,however, that the event described in this paragraph (a) shall not be deemed to be a Change of Control by virtue of an acquisition of Company Voting Securities: (i) by the Company or any Subsidiary, (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities or (iv) pursuant to a Non-Qualifying Transaction (as defined in paragraph (b) of this definition);(b) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities in the respective linestransaction (a “Business Combination”), unless immediately following such Business Combination: (i) more than 50% of the total voting power of (x) the entity resulting from such Business Combination (the “Surviving Entity”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least 95% of the voting power, is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity or the parent), is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the parent (or, if there is no parent, the Surviving Entity) and (iii) at least a majority of the members of the board of directors of the parent (or, if there is no parent, the Surviving Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) of this paragraph (b) shall be deemed to be a “Non-Qualifying Transaction”);(c) individuals who, on the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board within any 24 month period;providedthat any person becoming a director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the Company’s proxy statement in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director;provided,however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; (d) the consummation of a sale of all or substantially all of the Company’s assets (other than to an Affiliate); or (e) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. (a) The closing price of a Share on a recognized U.S. national exchange or any established over-the-counter trading system on which dealings take place, or if no trades were made on any such day, the immediately preceding day on which trades were made; or (b) In the absence of an established market for the Shares of the type described in (a) above, the per Share value determined by the Committee in good faith and in accordance with applicable provisions of Section 409A. (a) a reduction, in the table).aggregate, of the Participant’s base salary and target annual cash bonus compensation (including variable and other incentives) or sales and commission opportunities, as applicable, as in effect immediately prior to a Change of Control (or as the same may be increased from time to time thereafter) by more than 10%; or(2)Composed of interest cost, expected return on plan assets, amortization of actuarial gains and losses, and curtailments and settlement components of pension and other postretirement benefit expenses.(3)(b)Restructuring costs and other as reportedreassignment of the Participant’s primary work site to a new primary work site that increases his or her one-way commute to work by more than 35 miles, unless the Participant is in the Consolidated Statement of Operations plus $1 million of inventory write-downs included in cost of revenues for the twelve months ended December 31, 2016.(4)Primarily consists of costs for shared resources allocated to the PROSPER Enterprise Inkjet business discontinued operation in the prior-year periods which are now included in the results of continuing operations and an estimate of costs for shared resources which would have been allocated to the PROSPER Enterprise Inkjet business discontinued operation in the current-year period had the business remained in continuing operations.a position where periodic reassignment is standard practice.(5)Consulting and other costs are primarily related to professional services provided for corporate strategic initiatives in 2016 and 2015.(6)Consists of third party costs such as security, maintenance, and utilities required to maintain land and buildings in certain locations not used in any Kodak operations.(7)Consists of manufacturing costs originally planned to be absorbed by silver metal mesh touch screen production that are now excluded from the measure of segment profit and loss.About Kodak4.2Type of Awards. Awards under the Plan may be cash-based or stock-based. Stock-based Awards may be in the form of any of the following: (i) Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock Awards, (iv) Restricted Stock Units, (v) Dividend Equivalent Rights, and (vi) Other Stock-Based Awards. Cash-based Awards may be in the form of cash awards (including, without limitation, retainers and meeting-based fees) that the Committee determines to be consistent with the purposes of the Plan and the interests of the Company. Awards granted under the Plan shall be evidenced by Award Agreements (which need not be identical) that provide additional terms and conditions associated with such Awards, as determined by the Committee in its sole discretion;provided,however, that in the event of any conflict between the provisions of the Plan and any such Award Agreement, the provisions of the Plan shall prevail.Kodak is5.1General. Subject to adjustment as provided inArticle 14 hereof, the maximum number of Shares available for grant to Participants pursuant to Awards under the Plan shall be equal to 8,000,000. The number of Shares available for granting Incentive Stock Options under the Plan shall not exceed 2,000,000, subject toArticle 14 hereof and the provisions of Sections 422 or 424 of the Code and any successor provisions. The Shares available for issuance under the Plan may consist, in whole or in part, of authorized and unissued Shares or treasury Shares. Shares issued in connection with awards that are assumed, converted or substituted as a technologyresult of the Company’s acquisition of another company focused on imaging.We provide – directly and through partnerships with other innovative companies – hardware, software, consumables and services to customers in graphic arts, commercial print, publishing, packaging, electronic displays, entertainment and commercial films, and consumer products markets. With our world-class R&D capabilities, innovative solutions portfolio and highly trusted brand, Kodak is helping customers around(including by way of merger, combination or similar transaction) (“Acquisition Awards”) will not count against the globe to sustainably grow their own businesses and enjoy their lives.For additional information on Kodak, visit us atKodak.com, follow us on Twitter @Kodak or like us on Facebook at https://www.facebook.com/kodak.number of Shares that may be granted under the Plan.(a) Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and (b) Completion of any registration or other qualification of the Shares under any applicable national, state or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. 
Eastman Kodak Company343 State StreetRochester, NY 14650www.kodak.comThis printed document was produced using KODAK PRINERGY workflow solutions, KODAK MATCHPRINT inkjetproofing system, KODAK MAGNUS and TRENDSETTER platesetters, KODAK ELECTRA XDthermal plates and other Kodak print technologies.This document was printed using 100% renewable wind energy and soy based inks.© 2017 Eastman Kodak Company. KODAK, MATCHPRINT, PRINERGY, ELECTRA, TRENDSETTER and MAGNUS are trademarks.
IMPORTANT ANNUAL MEETING INFORMATION
this example.
Please do not write outside the designated areas.
ADMISSION TICKET
You may vote online or by phone instead of mailing this card.Electronic Voting Instructions
Online You can vote by internet Go towww.envisionreports.com/KODKor telephone!Available 24 hours a day, 7 days a week!scan the QR code – login details are located in the shaded bar below.Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Phone Proxies submitted by the internet or telephone must be received by 1:00 a.m., Eastern Time, on May 23, 2017.
Vote by Internet● Log on to the Internet and go towww.envisionreports.com/KODK● Follow the steps outlined on the secured website.
Vote by telephone●Within the USA, US territories & Canada, call toll free 1-800-652-VOTE (8683) on a touch tone telephone. There isNO CHARGE to you for the call.● Outside the USA, US territories & Canada, call collect 1-781-575-2300 on a touch tone telephone. ● Follow the instructions provided by the recorded message. Annual Meeting Proxy Card 
YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼▼A ayou voteFOR each of the nominees listed in Proposal 1, and FOR Proposals 2, 4 and 5, andONE YEAR for Proposal 3.1. Election of Directors: For AgainstForAgainst Abstain For ForAgainstAgainstAbstainAbstain For ForAgainstAgainstAbstainAbstain
01 - Mark S. BurgessRichard Todd Bradley
☐☐☐ 02 - Jeffrey J. Clarke☐☐☐03 - James V. Continenza☐☐☐ 04 - Matthew A. Doheny☐☐☐0503 - Jeffrey D. Engelberg☐04 - George Karfunkel ☐05 - Philippe D. Katz☐06 - George Karfunkel☐☐☐ 07 - Jason New☐☐☐0807 - William G. Parrett☐☐☐09 - Craig A. Rogerson☐☐☐ For Against Abstain For Against Abstain 2. Advisory vote to approve the compensation of our named executive officers. ☐ ☐ ☐ 3. Ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm. ☐ ☐ ☐ 
For Against Abstain 1 Year 2 Years 3 Years Abstain 2. Advisory vote to approve the compensation of our named executive officers. 3. Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. For Against Abstain For Against Abstain 4. Approval of the Amendment and Restatement of the Company’s 2013 Omnibus Incentive Plan. 5. Ratification of the Audit and Finance Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm. B be counted. — Datecount. Please date and Sign Belowsign below.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. / /
IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.
02K78CEastman Kodak Company 20172020 Annual Meeting
of ShareholdersTuesday,Wednesday, May 23, 201720, 2020 at 9:1:00 a.m.,p.m. Eastern Time, The Benjamin, 125 East 50th Street, New York, New York 10022virtually via the Internet at www.meetingcenter.io/296633343.ADMISSION– IfTo access the virtual meeting, you vote by internet or telephone, please followmust have the instructions you will be given for requesting admission toinformation that is printed in the Meeting. If you vote by mail, to request admission, please check the appropriate boxshaded bar located on the proxy card, and return it inreverse side of this form.
The password for the enclosed envelope. Please remove the attached “virtual meeting is KODK2020.Admission Ticket” at the perforation.You must bring it with you, as well as proof of identity in the form of a government issued ID, to attend the Meeting. When you arrive, please follow the directions to the Meeting and check in at the admissions area. At that point you will receive your shareholder identification badge to wear at all times at the Meeting. If you indicate that you are bringing a guest, he or she must register with you at the same time in order to enter the Meeting, and must also have proof of identity in the form of a government issued ID. Seating at the Meeting isnot reserved. We will accommodate shareholders on a first-come, first-served basis.SECURITY– For security reasons, packages and briefcases will not be allowed in the Meeting. Do not bring them with you to the Meeting.PRE-MEETING– The doors will open at approximately 8:30 a.m. The Meeting will begin promptly at 9:00 a.m.TIME LIMIT– In order to allow all shareholders a chance to be heard, there will be a three-minute time limit imposed on each speaker and a 10-minute limit per subject.20172020 ANNUAL MEETING OF SHAREHOLDERSThe Annual Meeting of Shareholders (Annual Meeting) of Eastman Kodak Company will be held on Tuesday,Wednesday, May 23, 201720, 2020 at 9:1:00 a.m., Eastern Timep.m. The Annual Meeting will be conducted as a virtual meeting of shareholders by means of a live webcast that can be accessed at www.meetingcenter.io/296633343. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The Benjamin, 125 East 50th Street, New York, NY 10022.password for this meeting is KODK2020. We are asking our shareholders to vote on the following proposals at the Annual Meeting:1.Election of the nine directors named in the Proxy Statement for a term of one year or until their successors are duly elected and qualified.2.Advisory vote to approve the compensation of our named executive officers.3.Ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.4.Such other business as may properly come before the Annual Meeting or any adjournment thereof.1. Election of the seven directors named in the Proxy Statement for a term of one year or until their successors are duly elected and qualified.2. Advisory vote to approve the compensation of our named executive officers.3. Advisory vote on the frequency (once every one, two or three years) of future advisory votes on the compensation of our named executive officers.4. Approval of the Amendment and Restatement of the Company’s 2013 Omnibus Incentive Plan.5. Ratification of the Audit and Finance Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm.6. Such other business as may properly come before the Annual Meeting or any adjournment thereof.The Board of Directors recommends you voteFOReach of the nominees listed in Proposal 1, andFORProposals 2, 4 and 5, andONE YEARfor Proposal 3.If you held your shares at the close of business on March 29, 2017,26, 2020, you are entitled to vote at the Annual Meeting.We follow the Securities and Exchange CommissionCommission’s “e-proxy” rules that allow public companies to furnish proxy materials to their shareholders over the internet. These rules allow us to provide you with the information you need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.If you have any questions about the Annual Meeting, please contact: Shareholder Services, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0235, (585) 724-4053, e-mail: shareholderservices@kodak.com.The Annual Meeting will be accessible by the handicapped. If you require special assistance, please contact Shareholder Services.By Order of the Board of Directors
Sharon E. UnderbergRoger W. Byrd
General Counsel, Secretary and Senior Vice President
Eastman Kodak Company
April 10, 20179, 2020▼ IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼Proxy - Eastman Kodak Company Proxy — Eastman Kodak Company
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSSharon E. Underberg,Roger W. Byrd, or either of them, each with full power of substitution, as proxies, to vote all stock in Eastman Kodak Company that the shareowner(s) would be entitled to vote on all matters that may properly come before the 20172020 Annual Meeting of Shareholders and any adjournments or postponements thereof. The proxies shall vote subject to the directions indicated on the reverse side of this Proxy, and the proxies are authorized to vote in their discretion upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.The proxies will vote as the Board of Directors recommends where a choice is not specified.NOMINEES The Board of Directors recommends you voteFOR DIRECTOR: Mark S. Burgess, Jeffrey J. Clarke, James V. Continenza, Matthew A. Doheny, Jeffrey D. Engelberg, George Karfunkel, Jason New, William G. Parrett, Craig A. Rogerson.THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE each of the nominees listed in Proposal 1,FOR EACH OF THE NOMINEES LISTED IN PROPOSAL 1 ANDFOR PROPOSALS Proposals 2, AND4 and 5, andONE YEAR for Proposal 3.This Proxy will be voted as directed. If no direction to the contrary is indicated, it will be voted as follows:1.FOR the election of eachthe seven directors named in the Proxy Statement for a term of the nominees for director;one year or until their successors are duly elected and qualified.2.FOR the advisory vote to approve the compensation of our named executive officers;officers.3. ONE YEAR for the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.4. FOR the approval of the Amendment and Restatement of the Company’s 2013 Omnibus Incentive Plan.3.5. FOR the ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopersErnst & Young LLP as our independent registered public accounting firm.C Meeting AttendanceChange of Address— Please print new address below. I plan to attend theAnnual Meeting.I plan to bring a guest.
IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.