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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): May 11, 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
A. 2005 OMNIBUS LONG-TERM COMPENSATION PLAN
At the Annual Meeting of Shareholders of Eastman Kodak Company
(the "Company") held on May 11, 2005 (the "2005 Annual
Meeting"), the Company's shareholders approved the 2005
Omnibus-Long Term Compensation Plan (the "2005 Omnibus Plan"
or the "Plan"). The Plan as approved became effective as of
January 1, 2005 and will expire on December 31, 2014. The
2005 Omnibus Plan is substantially similar to, and is intended
to replace, the Eastman Kodak Company 2000 Omnibus Long-Term
Compensation Plan (the "2000 Omnibus Plan"), which expired on
January 18, 2005.
The purpose of the 2005 Omnibus Plan is to motivate selected
employees and directors of the Company and its subsidiaries to
put forth maximum efforts toward the continued growth,
profitability and success of the Company and its subsidiaries
through equity- and cash-based incentives. The Executive
Compensation and Development Committee (the "Compensation
Committee"), or another committee designated by the Board of
Directors (collectively with the Compensation Committee, the
"Committee"), administers the Plan. All employees of the
Company or any of its 50% or more owned subsidiaries and the
Company's directors are eligible to participate in the Plan.
The selection of those participants who will receive awards is
entirely within the discretion of the Committee.
Types of Awards
The Plan authorizes the grant of: (1) performance awards
(awards earned by reference to performance criteria chosen by
the Committee); (2) non-qualified and incentive stock options;
(3) stock appreciation rights ("SARs"); (4) restricted stock
awards and restricted stock unit awards (stock awards, earned
performance awards or other incentive compensation under
another plan maintained by the Company); and (5) other stock-
based awards (stock-based awards granted either as
freestanding grants, payments of earned performance awards or
other incentive compensation under another plan maintained by
the Company).
Available Shares
The aggregate number of shares available under the Plan will
be 11,000,000 shares of the Company's common stock, plus any
shares subject to awards under the 1990 Omnibus Long-Term
Compensation Plan, the 1995 Omnibus Long-Term Compensation
Plan and the 2000 Omnibus Plan, that are outstanding and
become available under the terms of the Plan. 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 Plan may be adjusted for changes in
the Company's capital structure, such as a stock split or
merger.
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Award Limits
The maximum compensation granted as performance awards to any
one participant for any performance cycle is 500,000 shares of
common stock or $5,000,000 if the award is paid in cash. The
maximum number of shares for which stock options may be
granted to any one participant during any 36-month period is
2,000,000 shares of common stock. The maximum number of
shares for which SARs may be granted to any one participant
during any 36-month period is 2,000,000 shares of common
stock.
Other Terms
Awards may be paid in cash, common stock, a combination of
cash and common stock or any other form of property, as the
Committee may determine. For stock-based awards, the
Committee may include as part of the award an entitlement to
receive dividends or dividend equivalents. At the discretion
of the Committee, a participant may defer payment of a stock-
based award, performance award, dividend or dividend
equivalent.
Change In Control
In the event of a Change in Control, if outstanding awards,
other than performance awards, are assumed or substituted by
the surviving company, as determined by the Committee, then
the awards will not immediately vest or be exercisable. If
the surviving company does not assume or substitute the
awards, other than performance awards, then: (1) all of the
terms, conditions, restrictions and limitations in effect on
any of the participant's awards will lapse; (2) no other
terms, conditions, restrictions and/or limitations will be
imposed; (3) all of the participant's outstanding awards will
be 100% vested; and (4) all of the participant's stock
options, Freestanding SARs (as defined in the Plan),
restricted stock awards, restricted stock unit awards, other
stock-based awards and any other award established by the
discretion of the Committee, other than performance awards,
will be paid in a lump sum cash payment (or equivalents) equal
to the difference, if any, between the Change in Control Price
(as defined in the Plan) and the purchase price per share, if
any, under the award, multiplied by the number of shares of
common stock subject to the award.
For performance awards, if more than 50% of the performance
cycle has elapsed when a Change in Control occurs, the award
will vest and be paid out at the greater of target performance
or performance to date. If 50% or less of the performance
cycle has elapsed when a Change in Control occurs, the award
will vest and be paid out at 50% of target performance,
regardless of actual performance to date.
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Termination and Amendment of Plan
The Committee may terminate or amend the Plan at any time for
any reason or no reason. Without shareholder approval,
however, the Committee may not adopt any amendment that would
require the vote of shareholders of the Company under the
approval rules of the New York Stock Exchange ("NYSE") or any
amendment affecting "covered employees" (including the
Company's Chief Executive Officer ("CEO") and its four most
highly compensated executive officers) that requires the vote
of the Company's shareholders under Section 162(m) of the
Internal Revenue Code.
B. EXECUTIVE COMPENSATION FOR EXCELLENCE AND LEADERSHIP PLAN
At the 2005 Annual Meeting, the Company's shareholders also
approved an amendment to, and re-approved the material terms
of, the Executive Compensation for Excellence and Leadership
Plan ("EXCEL") to modify EXCEL's performance metrics.
EXCEL is the Company's short-term variable pay plan for its
executives. EXCEL, which was formerly called the Management
Variable Compensation Plan, was restated and renamed "EXCEL"
effective January 1, 2002 by the Compensation Committee. It
has been amended to modify its performance metrics so that the
performance metrics available for use will be the same as
those under the 2005 Omnibus Plan.
The purpose of EXCEL is to provide an industry-competitive
short-term variable pay incentive to the Company's executives.
The Compensation Committee administers EXCEL. Plan
eligibility is generally limited to the Company's executives.
The Compensation Committee annually determines which
executives will be participants of EXCEL for the following
calendar year.
Award Limits
The maximum award payable to any employee who is a covered
employee under Section 162(m) of the Internal Revenue Code for
a performance period is $5,000,000. A covered employee may
not receive an award for a performance period unless the
performance goals for the period are attained. If the
performance goals are satisfied, the Compensation Committee
determines the portion of the award pool that is to be
allocated to each covered employee.
Form and Payment of Awards
Awards earned under EXCEL for a given year are paid in cash,
generally in April of the following year. A participant may
defer the payment of all or any part of his or her award into
the Company's deferred compensation plan, i.e., the Eastman
Kodak Company 1982 Executive Deferred Compensation Plan.
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Change In Control and Change In Ownership
In the event of a Change in Control (as defined in EXCEL), if
a participant's employment is terminated within two years for
a reason other than death, disability, cause, voluntary
resignation or retirement, the participant will receive the
following treatment: (1) the participant will be paid a pro
rata award for the performance period in which he or she
terminates employment; and (2) all of the participant's other
unpaid awards will be paid to the participant.
EXCEL also provides that upon a Change in Ownership, all
participants, regardless of whether their employment is
terminated, will automatically receive the same treatment
provided to a terminated participant in the event of a Change
in Control. EXCEL defines a Change in Ownership as a Change
in Control that results in the Company's common stock ceasing
to be actively traded on the NYSE.
Termination and Amendment of Plan
The Compensation Committee may terminate or amend EXCEL at any
time for any reason or no reason. Without shareholder
approval, however, the Compensation Committee may not adopt
any amendment affecting covered employees that requires the
vote of the Company's shareholders under Section 162(m) of the
Internal Revenue Code.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(10.1) Eastman Kodak Company 2005 Omnibus Long-Term
Compensation Plan
(10.2) Form of Notice of Award of Non-Qualified Stock Options
pursuant to the 2005 Onmibus Long-Term Compensation Plan
(10.3) Form of Notice of Award of Restricted Stock pursuant
to the 2005 Omnibus Long-Term Compensation Plan
(10.4) Eastman Kodak Company Executive Compensation for
Excellence and Leadership Plan
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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: May 11, 2005
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EASTMAN KODAK COMPANY
INDEX TO EXHIBIT
Exhibit No.
(10.1) Eastman Kodak Company 2005 Omnibus Long-Term
Compensation Plan
(10.2) Form of Notice of Award of Non-Qualified Stock Options
pursuant to the 2005 Onmibus Long-Term Compensation Plan
(10.3) Form of Notice of Award of Restricted Stock pursuant
to the 2005 Omnibus Long-Term Compensation Plan
(10.4) Eastman Kodak Company Executive Compensation for
Excellence and Leadership Plan