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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 7, 2005
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
New Jersey 1-87 16-0417150
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
343 State Street,
Rochester, New York 14650
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (585) 724-4000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Securities
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 Entry into a Material Definitive Agreement
On March 7, 2005, Eastman Kodak Company (the "Company") entered into a
retention agreement with Robert H. Brust, the Company's Chief Financial
Officer, to induce Mr. Brust to remain employed by the Company through
January 3, 2007. Pursuant to the terms of the retention agreement, Mr.
Brust will receive a monthly cash retention benefit of $15,000 for each
full month of continuous and active employment with the Company during
2006, subject to pro-ration in certain limited circumstances. In
addition, in May 2005, Mr. Brust will receive 27,000 shares of
restricted stock under the terms of the 2005 Omnibus Long-Term
Compensation Plan (the "2005 Omnibus Plan"), subject to shareholder
approval of the 2005 Omnibus Plan. An award notice will be issued on or
about the time of the grant, which will provide, among other things,
that upon Mr. Brust's termination of employment for other than "cause"
on or after January 3, 2007, all remaining restrictions on these shares
will lapse and he will not forfeit any of the restricted stock subject
to the grant.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
EASTMAN KODAK COMPANY
By: /s/ Richard G. Brown,Jr.
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Richard G. Brown, Jr.
Controller
Date: March 10, 2005