SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EASTMAN KODAK COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 16-0417150
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
343 STATE STREET, ROCHESTER, NEW YORK 14650
(Address of principal executive offices) (Zip code)
KODAK STOCK OPTION PLAN
(Full title of the plan)
JOYCE P. HAAG, Secretary
Eastman Kodak Company
343 State Street
Rochester, New York 14650
(716) 724-4368
(Name, address, and telephone number of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount to be Proposed Proposed Amount of
Securities to be Registered: Maximum Maximum Registration
Registered: Offering Price Aggregate Fee
Per Share(1): Offering Price:
- ---------------- ------------ -------------- --------------- --------------
<S> <C> <C> <C> <C>
Common Stock 10,000,000 $67.53125 $675,312,500 $199,217.19
par value $2.50
per share
<FN>
(1) Determined on the basis of the average of the high and low
prices of Kodak Common Stock as reported in the New York Stock
Exchange Composite Transactions as published in The Wall
Street Journal for June 19, 1998 solely for the purpose of
determining the registration fee pursuant to Rule 457 (c) and
(h).
Approximate date of commencement of the proposed sale of the
securities to the public: From time to time after the
Registration Statement becomes effective.
</TABLE>
Pursuant to Instruction E to Form S-8, simultaneously with the
filing of this Registration Statement on Form S-8, the registrant is
filing another Registration Statement on Form S-8 to post-
effectively amend Registration No. 33-23371 to deregister 3,000,000
shares. Registrant will apply $2,849.12 of the $82,536 filing fee
previously paid by registrant for such 3,000,000 shares to the
filing fee due as a result of the 10,000,000 shares being registered
by this Registration Statement on Form S-8. In addition, the
registrant, has a filing credit of $448.54 which it will also apply
to the filing fee.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following information previously filed by Eastman Kodak Company
("Kodak") with the Securities and Exchange Commission (the
"Commission") is incorporated herein by reference:
Annual Report on Form 10-K, as amended, for the year ended December
31, 1997;
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;
and
Proxy Statement on Schedule 14A dated March 20, 1998.
All documents filed by Kodak with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") subsequent to the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold will be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Description Of Kodak Common Stock
The following is a brief description of Kodak Common Stock.
Dividend Rights
Each share of Kodak Common Stock ranks equally with all other shares
of Kodak Common Stock with respect to dividends. Dividends may be
declared by the Board of Directors and paid by Kodak at such times
as the Board of Directors determines, all pursuant to the provisions
of the New Jersey Business Corporation Act.
Voting Rights
Each holder of Kodak Common Stock is entitled to one vote per share
of such stock held. Kodak Common Stock does not have cumulative
voting rights. Holders of Kodak Common Stock are entitled to vote
on all matters requiring shareholder approval under New Jersey law
and Kodak's Restated Certificate of Incorporation and By-Laws, and
to elect the members of the Board of Directors. Directors are
divided into three classes, each such class, as nearly as possible,
having the same number of directors. At each annual meeting of the
shareholders, the directors chosen to succeed those whose terms have
then expired shall be identified as being of the same class as the
directors they succeed and shall be elected by the shareholders for
a term expiring at the third succeeding annual meeting of the
shareholders.
Liquidation Rights
Holders of Kodak Common Stock are entitled on liquidation to receive
all assets which remain after payment to creditors and holders of
preferred stock.
Preemptive Rights
Holders of Kodak Common Stock are not entitled to preemptive rights.
There are no provisions for redemption, conversion rights, sinking
funds, or liability for further calls or assessments by Kodak with
respect to Kodak Common Stock.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities being offered hereby will be passed
upon by Gary P. Van Graafeiland, General Counsel and Senior Vice
President of Kodak. Mr. Van Graafeiland owns and has options to
purchase Kodak Common Stock, but is not eligible to receive awards
under the Plan.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A:3-5 of the New Jersey Business Corporation Act empowers
a corporation to indemnify its directors, officers, and employees
against expenses or liabilities in connection with any proceeding
involving such persons by reason of their being such directors,
officers, or employees. Article 6 of Kodak's Restated Certificate
of Incorporation and Article 8, Section 2 of Kodak's by-laws
provides for indemnification, to the full extent permitted by law,
of Kodak's directors, officers, and employees. In addition, Kodak
maintains directors and officers liability insurance protecting its
directors and officers against certain liabilities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Exhibit
3(A) Certificate of Incorporation
3(B) By-laws
4 Kodak Stock Option Plan
5 Opinion of Gary P. Van Graafeiland as to the legality
of the securities registered
23A Consent of Price Waterhouse LLP, independent
accountants
23B Consent of Gary P. Van Graafeiland (included in
Exhibit 5 to this Registration Statement)
Item 9. UNDERTAKINGS
Updating Information
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or
any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "Act"), each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
Indemnification of Certain Persons
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rochester,
State of New York, on this 25th day of June, 1998.
EASTMAN KODAK COMPANY
/s/ George M.C. Fisher
By: George M.C. Fisher,
Chairman of the Board and Chief Executive Officer
/s/ Harry L. Kavetas
By: Harry L. Kavetas,
Chief Financial Officer and Executive Vice President
(Principal Financial Officer)
/s/ Jesse J. Greene, Jr.
By: Jesse J. Greene, Jr.,
Treasurer, Vice President, Finance and Acting Controller
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints each of Gary P. Van
Graafeiland and Joyce P. Haag, acting alone or together, as such
person's true and lawful attorney-in-fact and agent with full powers
of substitution and revocation, for such person and in such person's
name, place, and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
registration statement and to file the same with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-
fact and agent, acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Act, this registration statement
has been signed by the following persons in the capacities indicated
on June 25, 1998.
Name, Title:
Richard S. Braddock, Director /s/ Richard S. Braddock
Daniel A. Carp, Director /s/ Daniel A. Carp
Martha Layne Collins, Director /s/ Martha Layne Collins
Alice F. Emerson, Director /s/ Alice F. Emerson
George M.C. Fisher, Director /s/ George M.C. Fisher
Paul E. Gray, Director /s/ Paul E. Gray
Durk I. Jager, Director /s/ Durk I. Jager
Harry L. Kavetas, Director /s/ Harry L. Kavetas
Paul H. O'Neill, Director /s/ Paul H. O'Neill
John J. Phelan, Jr., Director /s/ John J. Phelan, Jr.
Laura D'Andrea Tyson, Director /s/ Laura D'Andrea Tyson
Richard A. Zimmerman, Director /s/ Richard A. Zimmerman
<TABLE>
EASTMAN KODAK COMPANY
REGISTRATION STATEMENT ON FORM S-8
KODAK STOCK OPTION PLAN
INDEX TO EXHIBITS
<CAPTION>
Exhibit
Number Exhibit Location
<S>--- <C>-------------------------- <S>------------------------------------
3(A) Certificate of Incorporation Incorporated by reference to
Annual Report on Form 10-K for
the fiscal year ended December
25, 1988, Exhibit 3
3(B) By-laws Incorporated by reference to Annual
Report on Form 10-K for the fiscal year
ended December 31, 1997, Exhibit 3
4 Kodak Stock Option Plan *
5 Opinion of
Gary P. Van Graafeiland
as to the legality
of the securities registered *
23(A) Consent of Price Waterhouse
LLP, independent accountants *
23(B) Consent of Included in Exhibit 5 to this
Gary P. Van Graafeiland Registration Statement
<FN>
* Included as part of the electronic submission of this Registration Statement
</TABLE>
EXHIBIT 4
KODAK STOCK OPTION PLAN
Article Page
1. Purpose and Term of Plan----------------------------11
2. Definitions-----------------------------------------11
3. Eligibility-----------------------------------------16
4. Plan Administration---------------------------------17
5. Awards----------------------------------------------18
6. Shares Subject to Plan------------------------------18
7. Stock Options---------------------------------------19
8. SARs------------------------------------------------21
9. Termination of Employment---------------------------22
10. Non-U.S. Employees---------------------------------25
11. Change In Ownership--------------------------------27
12. Change In Control----------------------------------27
13. Miscellaneous--------------------------------------28
Copyright 1998, Eastman Kodak Company
ARTICLE 1 -- PURPOSE AND TERM OF PLAN
1.1 Purpose
The purposes of the Kodak Stock Option Plan are (i) to promote the
interests of the Company and Kodak's shareholders by retaining
quality Employees, (ii) to give substantially all Employees a stake
in the Company's growth and success by focusing them on the
performance of Kodak stock and thereby linking them worldwide, and
(iii) to create a culture of ownership and excellence among all
Employees worldwide.
1.2 Term
The Plan shall become effective on March 13, 1998. Awards shall not
be granted pursuant to the Plan after March 12, 2003.
ARTICLE 2 -- DEFINITIONS
In any necessary construction of a provision of this Plan, the
masculine gender may include the feminine, and the singular may
include the plural, and vice versa. This Plan should be construed
in an manner consistent with the intent of Kodak to establish a
nonqualified stock option plan subject to fixed accounting
treatment.
2.1 Affiliate
"Affiliate" means any entity in which Kodak owns, directly or
through one or more intermediaries, more than 50% of the equity
interest.
2.2 Award
"Award" means a grant of an Option or SAR made in accordance with
the terms, conditions, restrictions and limitations of the Plan and
those that the Committee may establish by the Award Notice or
otherwise.
2.3 Award Notice
"Award Notice" means a notice, certificate, agreement or other
document setting out the terms, conditions, restrictions and
limitations of the Award (in addition to those provided under this
Plan) as determined by the Committee in its discretion.
2.4 Board
"Board" means the Board of Directors of Kodak.
2.5 Cause
"Cause" shall mean:
i. a Participant's continued failure, for a period of at
least 15 calendar days following a warning, to perform
the Participant's duties in a manner deemed satisfactory
by the Participant's supervisor, business unit president
or functional equivalent, in the exercise of their sole
discretion; or
ii. the Participant's failure to follow a lawful written
directive of Kodak's Chief Executive Officer, the
Participant's supervisor or any other person to whom the
Participant has a reporting relationship in any
capacity; or
iii. the Participant's willful violation of any material
rule, regulation, or policy that may be established from
time to time for the conduct of the business of the
Participant's employer; or
iv. the Participant's unlawful possession, use or sale of
narcotics or other controlled substances, or, performing
job duties while illegally used controlled substances
are present in the Participant's system; or
v. any act of omission or commission by the Participant in
the scope of his or her employment (a) which results in
the assessment of a civil or criminal penalty against
the Participant or the 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; or
vi. the Participant's conviction of or plea of guilty or no
contest to any crime involving moral turpitude; or
vii. any misrepresentation of a material fact to, or
concealment of a material fact from, the Participant's
supervisor or any other person in the Company to whom
the Participant has a reporting relationship in any
capacity; or
viii. the Participant's breach of the Eastman Kodak Company
Employees' Agreement or the Kodak Business Conduct
Guide, or the equivalent thereof that is established by
the Participant's employer.
A Participant's voluntary termination of employment in anticipation
of termination for Cause shall be considered a termination of the
Participant for Cause. A Participant who is eligible for Retirement
at the time he or she is terminated for Cause will be considered to
have terminated his or her employment for Cause.
2.6 Change In Control
"Change In Control" means a change in control of Kodak of a nature
that would be required to be reported (assuming such event has not
been "previously reported") in response to Item 1(a) of the Current
Report on Form 8-K, as in effect on August 1, 1989, pursuant to
Section 13 or 15(d) of the Exchange Act; provided that, without
limitation, a Change In Control shall be deemed to have occurred at
such time as (i) any "person" within the meaning of Section 14(d) of
the Exchange Act, other than Kodak, an Affiliate, or any employee
benefit plan(s) sponsored by Kodak or any Affiliate, is or has
become the "beneficial owner," as defined in Rule 13d-3 under the
Exchange Act, directly or indirectly, of 25% or more of the combined
voting power of the outstanding securities of Kodak ordinarily
having the right to vote at the election of directors, or
(ii) individuals who constitute the Board on March 13, 1998 (the
"Incumbent Board") have ceased for any reason to constitute at least
a majority thereof, provided that any person becoming a director
subsequent to March 13, 1998 whose election, or nomination for
election by Kodak's shareholders, was approved by a vote of at least
three-quarters (3/4) of the directors comprising the Incumbent Board
(either by a specific vote or by approval of the proxy statement of
Kodak in which such person is named as a nominee for director
without objection to such nomination) shall be, for purposes of this
Plan, considered as though such person were a member of the
Incumbent Board.
2.7 Change In Control Price
"Change In Control Price" means the highest closing price per share
paid for the purchase of Common Stock on the New York Stock Exchange
during the ninety (90) day period ending on the date the Change In
Control occurs.
2.8 Change In Ownership
"Change In Ownership" means a Change In Control which results
directly or indirectly in Kodak's Common Stock ceasing to be
actively traded on the New York Stock Exchange.
2.9 CEO
"CEO" means the Chief Executive Officer of Kodak.
2.10 Code
"Code" means the Internal Revenue Code of 1986, as amended from time
to time, including regulations thereunder and successor provisions
and regulations thereto.
2.11 Committee
"Committee" means the Executive Compensation and Development
Committee of the Board, or such other Board committee as may be
designated by the Board to administer the Plan.
2.12 Common Stock
"Common Stock" means common stock, $2.50 par value per share, of
Kodak.
2.13 Company
"Company" means Kodak and its Affiliates.
2.14 Disability
"Disability" means a disability under the terms of the long-term
disability plan maintained by the Participant's employer, or in the
absence of such a plan, the Kodak Long-Term Disability Plan.
2.15 Employee
"Employee" means any regular full or part-time employee of Kodak
or any Affiliate; provided, however, (i) any employee of Kodak or
any Affiliate in wage grade 48 or above or the equivalent thereof is
not an "Employee"; (ii) individuals classified by Kodak as
conditional employees, on-call employees, contract employees,
limited service employees, provisional employees, periodic
employees, leased employees, or special program employees, such as
summer workers, interns, co-ops and visiting scientists are not
"Employees"; (iii) individuals treated by an Affiliate as the
equivalent of any of the following Kodak classifications are not
"Employees": conditional employees, on-call employees, contract
employees, limited service employees, provisional employees,
periodic employees, leased employees, or special program employees,
such as summer workers, interns, co-ops and visiting scientists;
(iv) individuals who are not otherwise described in Sections
2.15(ii) or (iii) but who are independent contractors or
intermittent or temporary workers or employees of Kodak or an
Affiliate are not "Employees"; (v) the Committee may determine
that certain employees or all employees of a particular Affiliate
are not "Employees"; and (vi) certain individuals employed by the
Peoples Republic of China or Vietnam who are providing services to
the Company and who would, but for the laws of such country,
otherwise be classified by the Company as an Employee are
"Employees."
2.16 Exchange Act
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, including rules thereunder and successor
provisions and rules thereto.
2.17 Fair Market Value
"Fair Market Value" on any date, shall mean the average of the
high and low at which the Common Stock trades on the New York Stock
Exchange on such day, or if such day is not a Trading Day, on the
immediately preceding Trading Day.
2.18 Grant Date
"Grant Date" means the one or more date(s) selected by the Committee
upon which an Award is granted to a Participant pursuant to this
Plan. The Grant Date may vary among Participants as determined by
the Committee.
2.19 In-The-Money
"In-The-Money" means the amount as of a particular date by which
the Fair Market Value of the Common Stock on such date exceeds an
Award's option price or exercise price, as the case may be, time the
number of shares of Common Stock underlying the Award.
2.20 Kodak
"Kodak" means Eastman Kodak Company.
2.21 Layoff
"Layoff" means, in the case of an Employee employed by Kodak, a
layoff as defined in Section 4.01 of the Termination Allowance Plan
("TAP") which qualifies the Employee for termination allowance
benefits under TAP. In the case of an Employee employed by an
Affiliate, the Employee's involuntary termination of employment will
qualify as a Layoff if: (1) the Employee's termination results from
a slack work situation caused by completion of, or changes to,
production schedules, consolidation of work functions, or
downsizing; and (2) the Employee satisfies such other requirements
or conditions that may be established by the Committee at any time
and from time to time in order for the termination of employment of
an Employee of an Affiliate to qualify as a Layoff.
2.22 Option
"Option" means an option to purchase shares of the Common Stock as
described in Article 7 of the Plan.
2.23 Participant
"Participant" means an Employee to whom an Award has been granted by
the Committee under the Plan, and for whom such Award remains
outstanding, unforfeited and unexercised under the Plan.
2.24 Permitted Reason
"Permitted Reason" means a termination of employment by a
Participant which the CEO, in his or her sole and absolute
discretion, determines to be for a Permitted Reason.
2.25 Plan
"Plan" means the Kodak Stock Option Plan, as set forth in the
document, and as it may be amended from time to time.
2.26 Retirement
"Retirement" means in the case of a Participant employed by Kodak,
early or normal retirement under the terms of the Kodak Retirement
Income Plan, and in the case of Participant employed by an
Affiliate, early or normal retirement under the terms of the
Affiliate's retirement plan or in the absence thereof, termination
at age 60 or later. Notwithstanding the foregoing, a Participant
must voluntarily terminate his or her employment in order for his or
her termination of employment to be for "Retirement."
2.27 SARs
"SARs" mean an Award granted under Article 8 in the form of stock
appreciation rights. SARs entitle the Participant to receive a
payment equal to the appreciation in market value of a stated number
of shares of Common Stock from the exercise price to the market
value of the Common Stock on the date of exercise.
2.28 Trading Day
"Trading Day" means a day on which the Common Stock is available
for purchase on the New York Stock Exchange.
ARTICLE 3 -- ELIGIBILITY
3.1 In General
Subject to the terms of the Plan, any Employee is eligible to
receive an Award under the Plan; provided, however, the Employee is
employed by the Company on the Grant Date of such Award or such
other date specified by the Committee.
3.2 No Right to an Award
No Employee shall have at any time the right (i) to be selected as a
Participant; (ii) to be entitled to an Award; and (iii) having been
selected for an Award, to receive any additional Awards.
ARTICLE 4 -- PLAN ADMINISTRATION
4.1 Responsibility
The Plan shall be administered by the Committee. The Committee
shall have total and exclusive responsibility to control, operate,
manage and administer the Plan in accordance with its terms.
4.2 Authority of the Committee
The Committee shall have all the authority that may be necessary or
helpful to enable it to discharge its responsibilities with respect
to the Plan. Without limiting the generality of the preceding
sentence, the Committee shall have the exclusive right to: (a)
select the Participants and determine the type of Awards to be made
to Participants, the shares subject to Awards and the terms,
conditions, restrictions and limitations of the Awards; (b)
interpret and administer the Plan; (c) decide all questions
concerning eligibility for and the amount of Awards payable under
the Plan; (d) construe any ambiguous provision of the Plan; (e)
correct any default; (f) supply any omission; (g) reconcile any
inconsistency; (h) issue administrative guidelines as an aid to
administer the Plan and make changes in such guidelines as it from
time to time deems proper; (i) make regulations for carrying out the
Plan and make changes in such regulations as it from time to time
deems proper; (j) adopt subplans applicable to Participants in
specified jurisdictions outside the United States; (k), to the
extent permitted under the Plan, grant waivers of Plan terms,
conditions, restrictions, and limitations; (l) accelerate the
vesting, exercise, or payment of an Award when such action or
actions would be in the best interest of the Company; (m) determine
the terms and provisions of any agreements entered into hereunder;
(n) take any and all other action it deems necessary or advisable
for the proper operation or administration of the Plan; and (o) make
all other determinations it deems necessary or advisable for the
administration of the Plan, including factual determinations.
4.3 Discretionary Authority
The Committee shall have full discretionary authority in all matters
related to the discharge of its responsibilities and the exercise of
its authority under the Plan including, without limitation, its
construction of the terms of the Plan and its determination of
eligibility for participation and Awards under the Plan. It is the
intent of the Plan that the decisions of the Committee, including
making factual determinations, and its actions with respect to the
Plan be final, binding and conclusive upon all persons having or
claiming to have any right or interest in or under the Plan.
4.4 Action by the Committee
The Committee may act only by a majority of its members. Any
determination of the Committee may be made, without a meeting, by a
writing or writings signed by all of the members of the Committee.
4.5 Delegation of Authority
The Committee may delegate some or all of its responsibilities and
powers under the Plan to any one or more of its members and may
delegate all or any part of its responsibilities and powers to any
person or persons selected by it. Any such delegation may be
revoked by the Committee at any time.
ARTICLE 5 -- AWARDS
5.1 In General
Awards may, at the Committee's sole discretion, be granted in the
form of Options pursuant to Article 7 or SARs pursuant to Article 8.
The Committee shall determine, as of the Grant Date (or Dates, if
more than one grant is made), the Award to be granted to each
Participant. The Committee may make such determination based on
such factors as the Committee deems appropriate in its discretion.
The Awards shall be subject to the terms, conditions, restrictions
and limitations of the Plan and such additional or modified terms,
conditions, restrictions and limitations as the Committee may
determine, which terms, conditions, restrictions and limitations
shall be set forth in the Award Notice. Awards need not contain
similar or uniform terms as among Participants.
5.2 Award Notices
Each Award shall be evidenced by an Award Notice issued by the
Committee.
ARTICLE 6 -- SHARES SUBJECT TO PLAN
6.1 Available Shares
The maximum number of shares of Common Stock, $2.50 par value per
share, of Kodak which is available for grant of Awards under the
Plan during its term is 10,000,000. (Such amount shall be subject
to adjustment as provided in Section 6.2). The shares of Common
Stock issued under the Plan may come from authorized and unissued
shares, treasury shares, or shares purchased in the open market.
Shares of Common Stock subject to an Award that expires unexercised,
that is forfeited, terminated or canceled, in whole or in part,
shall thereafter again be available for grant under the Plan, except
as otherwise provided by the Committee.
6.2 Adjustment to Shares
If the number of outstanding shares of Common Stock shall, at any
time, be increased or decreased or changed or converted into cash or
other property as a result of (a) any subdivision or consolidation
of shares, stock dividend, stock split, recapitalization,
reclassification or similar capital adjustment or (b) any
combination, exchange of shares or similar event arising from
Kodak's participation in any corporate merger, consolidation, or
similar transaction in which Kodak is the surviving entity and is
not substantially or completely liquidated, the Committee may adjust
Awards to preserve the benefits or potential benefits of the Awards.
Action by the Committee may include adjustment of: (i) the number
and kind of shares which may be delivered under the Plan; (ii) the
number and kind of shares subject to outstanding Awards; and (iii)
any other adjustment the Committee determines to be equitable.
ARTICLE 7 -- STOCK OPTIONS
7.1 In General
Awards may be granted under the Plan by the Committee to Employees
in the form of Options. These Options shall be non-qualified stock
options (i.e., stock options which are not incentive stock options).
7.2 Option Price
The option price per share of the Common Stock subject to an Option
shall be the Fair Market Value per share of Common Stock on the
Option's Grant Date.
7.3 Option Term
An Option shall expire on the tenth anniversary of its Grant Date,
unless sooner forfeited in accordance with the terms and conditions
of the Plan or the Award Notice.
7.4 Vesting
Subject to Section 9.3(b) below, an Option shall become vested on
the second anniversary of its Grant Date. Prior to vesting, an
Option may not be exercised.
7.5 Exercise
The Committee shall establish procedures governing the exercise of
Options, which may include procedures restricting the frequency of
exercise or requiring exercise of the entire Award. In general,
subject to such specific provisions, and except as otherwise
provided in the Award Notice, the following provisions will apply
upon the exercise of an Option:
(a) Notice of Exercise. The Participant shall submit an
Option exercise request to the broker or recordkeeper
designated by the Committee specifying the Option and
number of shares being exercised. The Committee may
prescribe electronic, voice or other means of submission
of such request.
(b) Completion of Necessary Forms. As a condition precedent
to exercising an Option, the Participant shall be
required to complete and execute such forms as may be
designated by the Committee.
(c) Manner of Exercise. A Participant can exercise his or
her Options by any of the following methods:
(I) Payment of Option Price in Cash. A Participant
may exercise his or her Options via a regular
Option exercise whereby the Participant on or
prior to the time of exercise delivers the full
option price in cash to the broker or recordkeeper
designated by the Committee.
(II) Payment of Option Price in Common Stock. A
Participant may exercise his or her Options via a
regular Option exercise whereby the Participant on
or prior to the time of exercise delivers the full
option price in shares of Common Stock to the
broker or recordkeeper designated by the
Committee. Any share of Common Stock delivered in
payment of the option price shall be valued based
on the opening price of the Common Stock on the
New York Stock Exchange on the date of exercise;
provided, however, if the exercise date is not a
Trading Day, then the opening price on the
immediately preceding Trading Day shall be used.
(III) Broker-Assisted Exercise. Options may be
exercised by way of the Plan's broker-assisted
stock option exercise program, if such a program
is implemented by the Committee for use by the
Plan's Participants. Should such a program be
implemented, the Committee may, at any time and
from time to time, implement guidelines governing
the use of the program, expand or restrict
eligibility for the program, amend the provision
of the Plan relating to such program, or provide
that Options may no longer be exercised by way of
the program, for any reason or for no reason. If
a Participant exercises an Option by way of such a
program, the broker designated by the Committee
will sell the applicable number of shares as soon
as practical following receipt of such request.
The broker will then remit the Option Price and
the amount of any applicable withholding taxes to
Kodak, and will remit any remaining proceeds to
the Participant after withholding the broker's
commission. Under the terms of such program, the
amount of any taxes required to be withheld upon
exercise of any options under the program shall be
paid in cash directly to the Company.
7.6 Rights as a Shareholder
A Participant shall not have any of the rights of a shareholder with
respect to the shares of Common Stock covered by an Option until the
Participant becomes the record holder of such shares as determined
by the records of Kodak's transfer agent.
7.7 Additional Terms and Conditions
Options shall not be repriced, i.e., there shall be no grant of a
stock option(s) to a Participant in exchange for a Participant's
agreement to cancel of a higher-priced stock option(s) that was
previously granted to such Participant.
The Committee may, by way of the Award Notice, establish such other
terms, conditions, restrictions and/or limitations, if any, of any
Option Award, provided they are not inconsistent with the Plan.
ARTICLE 8 -- SARs
8.1 In General
Awards may be granted under the Plan by the Committee to Employees
in the form of SARs. These SARs shall be freestanding stock
appreciation rights (i.e., stock appreciation rights which are not
tandem SARs).
8.2 Exercise Price
The exercise price per share of the Common Stock subject to an SAR
shall be the Fair Market Value per share of Common Stock on the
SAR's Grant Date.
8.3 SAR Term
An SAR shall expire on the tenth anniversary of its Grant Date,
unless sooner forfeited in accordance with the terms and conditions
of the Plan or the Award Notice.
8.4 Vesting
Subject to Section 9.3(b) below, an SAR shall become vested on the
second anniversary of its Grant Date. Prior to vesting, an SAR may
not be exercised.
8.5 Exercise
The Committee shall establish procedures governing the exercise of
SARs, which may include procedures restricting the frequency of
exercise or requiring exercise of the entire Award. In general,
subject to such specific provisions, and except as otherwise
provided in the Award Notice, the following provisions will apply
upon the exercise of an SAR:
(a) Notice of Exercise. The Participant shall submit an SAR
exercise request to the broker or recordkeeper
designated by the Committee specifying the SAR and
number of shares being exercised. The Committee may
prescribe electronic, voice or other means of submission
of such request.
(b) Completion of Necessary Forms. As a condition precedent
to exercising an SAR, the Participant shall be required
to complete and execute such forms as may be designated
by the Committee.
(c) Payment of Freestanding SARs. Upon exercise, SARs may
be settled in cash, Common Stock, or a combination of
cash and Common Stock. Unless otherwise specified in
its Award Notice, an SAR will be settled in cash only.
8.6 Additional Terms and Conditions
The Committee may, by way of the Award Notice, determine such other
terms, conditions, restrictions and/or limitations, if any, of any
SAR, provided they are not inconsistent with the Plan.
ARTICLE 9 -- Termination of Employment
9.1 In General
Except as otherwise provided in the Award Notice, the terms and
conditions of this Article 9 shall apply to a Participant's Award.
9.2 Termination Prior to First Anniversary of Grant Date
(a) In General. The provisions of this Section 9.2 shall
apply insofar as a Participant's employment is
terminated for any reason, whether voluntarily or
involuntarily, prior to the first anniversary of the
date of his or her Award's Grant Date. In such event,
if the Participant's employment terminates for any
reason other than a Permitted Reason, due to death or a
Layoff, the Participant shall, effective upon the date
of his or her termination of employment, forfeit the
Award granted to him or her under the Plan.
(b) Permitted Reason. In the event a Participant's
employment terminates for a Permitted Reason, the
Participant's Award shall, unless sooner forfeited in
accordance with another provision of this Plan or the
Award Notice, expire at its scheduled expiration date.
(c) Death. If a Participant's employment terminates due to
death, unless the provisions of Section 9.4 below apply,
the Participant's Award shall be immediately forfeited
upon the date of the Participant's death.
(d) Layoff. In the event of a Participant's termination of
employment due to a Layoff, unless the provisions of
Section 9.5 below apply, the Participant's Award shall
be immediately forfeited upon the date of the
Participant's termination of employment.
9.3 Termination On or After First Anniversary of Grant Date
(a) In General. The provisions of this Section 9.3 shall
apply insofar as a Participant's employment is
terminated for any reason, whether voluntarily or
involuntarily, on or after the first anniversary of the
date of his or her Award's Grant Date. In such event,
if a Participant's employment terminates for any reason
other than voluntarily, due to death or for Cause, the
Participant's Award shall expire at its scheduled
expiration date, unless sooner forfeited in accordance
with another provision of this Plan or the Award Notice.
(b) Voluntary Termination. If a Participant voluntarily
terminates his or her employment, the Participant shall
forfeit his or her Award immediately upon the date of
the Participant's termination of employment. A
Participant who is eligible for Retirement on the date
of his or her voluntary termination of employment will
not, however, be considered to have voluntarily
terminated his or her employment for purposes of this
Section 9.3(b).
(c) Cause. If a Participant's employment is terminated for
Cause, the Participant shall forfeit his or her Award
immediately upon the date of the Participant's
termination of employment.
(d) Death. If a Participant's employment terminates due to
death, unless the provisions of Section 9.4 below apply,
the Participant shall forfeit his or her Award
immediately upon the date of the Participant's death.
9.4 Death
(a) In General. If a Participant dies while holding an Award
under the Plan and the Award on the date of the
Participant's death is In-The-Money (based on the Fair
Market Value of the Common Stock on the date of the
Participant's death) by at least $50.00, then the
provisions of this Section 9.4 will apply.
(b) Vesting. If the Participant's death occurs prior to
being fully vested in his or her Award, the unvested
portion of the Award shall immediately vest on the date
of the Participant's death.
(c) Cash Out. The Participant's Award shall be cashed out
effective on the date of the Participant's death. That
is, the difference between the Fair Market Value of the
Common Stock on the date of the Participant's death less
the option price or exercise price, as the case may be,
of the Participant's Award times the number of shares of
Common Stock then remaining under the Award will be paid
to the Participant's estate as soon as administratively
practicable following the date of the Participant's
death. Upon payment of such amount to the Participant's
estate, the Participant's Award shall be canceled and
neither the Participant's estate, nor the Participant's
heirs or assigns, shall have any further interest in the
Award.
9.5 Layoff
(a) In General. If a Participant's employment terminates
due to Layoff prior to the first anniversary of the
Grant Date of his or her Award and the Participant's
Award on the date of his or her termination of
employment is In-The-Money (based on the Fair Market
Value of the Common Stock on the date of the
Participant's termination of employment) by at least
$50.00, then the provisions of this Section 9.5 will
apply.
(b) Vesting. Effective as of the date of the Participant's
termination of employment, the Participant's Award shall
be 100% vested.
(c) Cash Out. The Participant's Award shall be cashed out
effective on the date of the Participant's termination
of employment. That is, the difference between the Fair
Market Value of the Common Stock on the date of the
Participant's termination of employment less the option
price or exercise price, as the case may be, of the
Participant's Award times the number of shares of Common
Stock then remaining under the Award will be paid to the
Participant as soon as administratively practicable
following the date of the Participant's termination of
employment. Upon payment of such amount to the
Participant, the Participant's Award shall be canceled
and neither the Participant, nor the Participant's
estate, heirs or assigns, shall have any further
interest in the Award.
ARTICLE 10 -- NON-U.S. EMPLOYEES
10.1 Applicability
This Article 10 shall apply to each Employee who is not based in the
United States and to any other Employee determined by the Committee.
10.2 Schedule of Countries where Awards are Feasible
The Committee shall determine, in its sole discretion, whether it is
feasible under local law, custom and practice to grant Awards under
the Plan to Employees described in Section 10.1 on the Grant Date
(or Dates, if more than one grant is made). The Committee shall
approve a schedule specifying by country whether an Option or SAR is
to be granted under this Section. The schedule may differentiate
among classes of Employees (including international assignees) and
locations within a country.
10.3 Terms of Option and SAR
If the Committee has determined on the schedule described in Section
10.2 that it is feasible to grant an Option or SAR at a particular
location, each Employee at such location shall be granted an Option
or SAR, as applicable, on the Grant Date. Each such Option shall be
granted under and shall be subject to the terms in Article 7, except
for such modifications or additional terms and conditions as the
Committee deems appropriate under Section 10.4, and as set forth in
the Award Notice. Each such SAR shall be subject to Article 8 and
may contain such additional terms as set forth in the Award
Certificate, except for such modifications or additional terms and
conditions as the Committee deems appropriate under Section 10.4,
and as set forth in the Award Notice.
10.4 Special Terms
In order to facilitate the making of any Award under this Article
10, the Committee may provide for such modifications and additional
terms and conditions ("special terms") in Awards to Participants who
are employed by the Company outside the United States (or who are
foreign nationals temporarily within the United States) as the
Committee may consider necessary or appropriate to accommodate
differences in local law, policy or custom or to facilitate
administration of the Plan. The special terms may provide that the
grant of an Award is subject to (a) applicable governmental or
regulatory approval or other compliance with local legal
requirements and/or (b) the execution by the Participant of a
written instrument in the form specified by the Committee, and that
in the event such conditions are not satisfied, the grant shall be
void. The special terms may also provide that an Award shall become
exercisable if an Employee's employment with the Company ends as a
result of workforce reduction, realignment or similar measure and
the Committee may designate a person or persons to make such
determination for a location. The Committee may adopt or approve
sub-plans, appendices or supplements to or amendments, restatements,
or alternative versions of the Plan as it may consider necessary or
appropriate for purposes of implementing any special terms, without
thereby affecting the terms of the Plan as in effect for any other
purpose.
10.5 Currency Effects
Unless otherwise specifically determined by the Committee, all
Awards and payments pursuant to such Awards shall be determined in
U.S. currency. The Committee shall determine, in its discretion,
whether and to the extent any payments made pursuant to an Award
shall be made in local currency, as opposed to U.S. dollars. In the
event payments are made in local currency, the Committee may
determine, in its discretion and without liability to any
Participant, the method and rate of converting the payment into
local currency.
10.6 Modifications to Awards
The Committee shall have the right at any time and from time to time
and without prior notice to modify outstanding Awards to comply with
or satisfy local laws and regulations or to avoid costly
governmental filings. By means of illustration but not limitation,
the Committee may restrict the method of exercise of an Award to
avoid securities laws or exchange control filings, laws or
regulations.
10.7 No Acquired Rights
No Employee in any country shall have any right to receive an Award,
except as expressly provided for under the Plan. All Awards made at
any time are subject to the prior approval of the Committee.
ARTICLE 11 -- CHANGE IN OWNERSHIP
11.1 Background
Notwithstanding any provision contained in the Plan, the provisions
of this Article 11 shall control over any contrary provision. Upon
a Change In Ownership: (i) the terms of this Article 11 shall
immediately become operative, without further action or consent by
any person or entity; (ii) all terms, conditions, restrictions, and
limitations in effect on any unexercised, unvested, unearned and/or
unpaid Award, or any other outstanding Award, shall immediately
lapse as of the date of such event; (iii) no other terms,
conditions, restrictions and/or limitations shall be imposed upon
any Awards on or after such date, and in no circumstance shall an
Award be forfeited on or after such date; and (iv) all unexercised,
unvested, unearned, and/or unpaid Awards or any other outstanding
Awards shall immediately and automatically become one hundred
percent (100%) vested.
11.2 Valuation of Awards
Upon a Change In Ownership, all outstanding Options and shall be
valued and cashed out on the basis of the Change In Control Price.
11.3 Payment of Awards
Upon a Change In Ownership, any Participant, whether or not he or
she is still employed by the Company, shall be paid, in a single
lump-sum cash payment, as soon as practicable but in no event later
than 90 days after the Change In Ownership, all of his or her
Options and SARs. That is, the difference between the Change In
Control Price of the Common Stock less the option price or exercise
price, as applicable, of the Participant's Award times the number of
shares of Common Stock then remaining under such Award will be paid
to the Participant in the form of a single lump-sum cash payment.
11.4 Miscellaneous
Upon a Change In Ownership, no action, including, but not by way of
limitation, the amendment, suspension, or termination of the Plan,
shall be taken which would adversely affect the rights of any
Participant or the operation of the Plan with respect to any Award
to which the Participant may have become entitled hereunder on or
prior to the date of such action or as a result of such Change In
Ownership.
ARTICLE 12 -- CHANGE IN CONTROL
12.1 Background
Notwithstanding any provision contained in the Plan, the provisions
of this Article 12 shall control over any contrary provision. All
Participants shall be eligible for the treatment afforded by this
Article 12 if their employment terminates within two years following
a Change In Control, unless the termination is due to (i) death,
(ii) Disability, (iii) Cause, (iv) resignation other than (A)
resignation from a declined reassignment to a job that is not
reasonably equivalent in responsibility or compensation (as defined
in Kodak's Termination Allowance Plan), or that is not in the same
geographic area (as defined in Kodak's Termination Allowance Plan),
or (B) resignation within 30 days following a reduction in base pay,
or (v) Retirement.
12.2 Vesting and Lapse of Restrictions
If a Participant is eligible for treatment under this Article 12,
(i) all of the terms, conditions, restrictions, and limitations in
effect on any of his or her unexercised, unvested, unearned, and/or
unpaid Awards shall immediately lapse as of the date of his or her
termination of employment; (ii) no other terms, conditions,
restrictions and/or limitations shall be imposed upon any of his or
her Awards on or after such date, and in no event shall any of his
or her Awards be forfeited on or after such date; and (iii) all of
his or her unexercised, unvested, unearned and/or unpaid Awards
shall automatically become one hundred percent (100%) vested
immediately upon his or her termination of employment.
12.3 Valuation of Awards
If a Participant is eligible for treatment under this Article 12,
his or her Awards shall be valued and cashed out in accordance with
the provisions of Sections 11.2 and 11.3. The Participant shall be
paid, in a single lump-sum cash payment, as soon as practicable but
in no event later than 90 days after the date of his or her
termination of employment, the amount due him or her under Section
11.3.
12.4 Miscellaneous
Upon a Change In Control, no action, including, but not by way of
limitation, the amendment, suspension or termination of the Plan,
shall be taken which would adversely affect the rights of any
Participant or the operation of the Plan with respect to any Award
to which the Participant may have become entitled hereunder on or
prior to the date of the Change In Control or to which he or she may
become entitled as a result of such Change In Control.
ARTICLE 13 -- MISCELLANEOUS
13.1 Noncompetition
Unless a Participant's Award Notice provides otherwise, a
Participant shall forfeit all unexercised, unearned, and/or unpaid
Awards, including, but not by way of limitation, Awards earned but
not yet paid, if, (i) in the opinion of the Committee, the
Participant, without the prior written consent of an authorized
corporate officer of Kodak, engages directly or indirectly in any
manner or capacity as principal, agent, partner, officer, director,
stockholder, employee, or otherwise, in any business or activity
competitive with the business conducted by the Company; (ii) at any
time discloses to any person or any entity any trade secrets,
methods, processes or the proprietary or confidential information of
the Company, except as such disclosure or use may be required in
connection with the Participant's work as an employee of the
Company; or (iii) the Participant performs any act or engages in any
activity which in the opinion of Kodak's CEO, in the exercise of his
or her sole and absolute discretion, is inimical to the best
interests of the Company. For purposes of this Section 13.1, a
Participant shall not be deemed a stockholder if the Participant's
record and beneficial ownership amount to not more than 1% of the
outstanding capital stock of any company subject to the periodic and
other reporting requirements of the Exchange Act.
13.2 Nonassignability
No amount payable or other right under the Plan shall be subject in
any manner to alienation, sale, transfer, assignment, bankruptcy,
pledge, attachment, charge or encumbrance of any kind nor in any
manner be subject to the debts or liabilities of any person and any
attempt to so alienate or subject any such amount, whether presently
or thereafter payable, or any such right shall be void.
13.3 Withholding Taxes
The Company shall be entitled to deduct from any payment under the
Plan, regardless of the form of such payment, the amount of all
applicable income and employment taxes required by law (whether
federal, state, local or foreign) to be withheld with respect to
such payment or may require the Participant to pay to it such tax
prior to and as a condition of the making of such payment. In
accordance with any applicable administrative guidelines it
establishes, the Committee may allow a Participant to pay the amount
of taxes required by law to be withheld from an Award by withholding
from any payment of Common Stock due as a result of such Award, or
by permitting the Participant to deliver to Kodak, shares of Common
Stock having a value, as determined by the Committee, equal to the
amount of such required withholding taxes.
13.4 Amendments to Awards
The Committee may at any time unilaterally amend any unexercised,
unearned, or unpaid Award, including, but not by way of limitation,
Awards earned but not yet paid, to the extent it deems appropriate;
provided, however, that any such amendment which, in the opinion of
the Committee, is adverse to the Participant shall require the
Participant's consent.
13.5. Regulatory Approvals and Listings
Notwithstanding anything contained in this Plan to the contrary,
Kodak shall have no obligation to issue or deliver certificates of
Common Stock evidencing any Award resulting in the payment of Common
Stock prior to (i) the obtaining of any approval from any
governmental agency which Kodak shall, in its sole discretion,
determine to be necessary or advisable, (ii) the admission of such
shares to listing on the stock exchange on which the Common Stock
may be listed, and (iii) the completion of any registration or other
qualification of said shares under any state or Federal law or
ruling of any governmental body which Kodak shall, in its sole
discretion, determine to be necessary or advisable, and unless Kodak
shall be satisfied based on the advice of its counsel that such
issuance or delivery will in compliance with all applicable laws,
rules or regulations.
13.6 No Right to Continued Employment or Grants
No person shall have any claim or right to be granted an Award, and
the grant of an Award shall not be construed as giving a Participant
the right to continue in the employ of Kodak or its Affiliates.
Further, Kodak and its Affiliates expressly reserve the right at any
time to dismiss a Participant without any liability, or any claim
under the Plan, except as provided herein or in any agreement
entered into hereunder.
13.7 Amendment/Termination
The Committee may suspend or terminate the Plan at any time for any
reason with or without prior notice. In addition, the Committee may
at any time and from time to time, with or without prior notice,
amend the Plan in any manner.
13.8 Governing Law
The Plan shall be governed by and construed in accordance with the
laws of the State of New York, except as superseded by applicable
federal law.
13.9 No Right, Title, or Interest in Company Assets
No Participant shall have any rights as a shareholder as a result of
participation in the Plan until the Participant becomes the record
holder of shares of Common Stock as determined by the records of
Kodak's transfer agent. To the extent any person acquires a right
to receive payments from Kodak or an Affiliate under the Plan, such
rights shall be no greater than the rights of an unsecured creditor
of Kodak or the Affiliate and the Participant shall not have any
rights in or against any specific assets of Kodak or the Affiliate.
All of the Awards granted under the Plan shall be unfunded.
13.10 No Guarantee of Tax Consequences
No person connected with the Plan in any capacity, including, but
not limited to, Kodak and its Affiliates and their directors,
officers, agents and employees makes any representation, commitment,
or guarantee that any tax treatment, including, but not limited to,
federal, state, local or foreign income, estate or gift tax
treatment, will be applicable with respect to amounts paid to or for
the benefit of a Participant under the Plan, or that such tax
treatment will apply to or be available to a Participant on account
of participation in the Plan.
13.11 Other Benefits
All Awards and payments under the Plan shall constitute
extraordinary items of compensation and shall not affect the level
of benefits provided to or received by any Participant (or the
Participant's estate or beneficiaries) as part of any employee
benefit plan of Kodak or any an Affiliate. As such, neither the
Award grants nor any payments arising under this Plan shall
constitute part of an Employee's employment contract with Kodak or
an Affiliate, and accordingly, this Plan may be terminated at any
time in the sole and exclusive discretion of the Committee without
giving rise to liability on the part of Kodak or an Affiliate for
severance payments. The Plan shall not be construed to affect in
any way a Participant's rights and obligations under any other plan
maintained by Kodak or an Affiliate on behalf of employees.
Furthermore, the granting of Awards under the terms of the Plan does
not constitute an element of the Participant's regular or base
compensation and shall not be considered in the determination of
severance benefits paid as a result of a Participant's separation
from service, or any other statutory benefit based on regular
compensation to which the employee may be entitled.
13.12 Entire Plan
This document is a complete statement of the Plan. As of its
effective date this document supersedes all prior plans,
representations and proposals, written or oral, relating to its
subject matter. The Company shall not be bound by or liable to any
person for any representation, promise or inducement made by any
Employee or agent of it which is not embodied in this document, in
any authorized sub-plans, appendices or supplements to or
amendments, restatements, or alternative versions of the Plan, or in
the Award Notice.
EXHIBIT 5
June 25, 1998
Eastman Kodak Company
343 State Street
Rochester, New York 14650
Ladies and Gentlemen:
I am General Counsel and Senior Vice President of Eastman Kodak
Company, a New Jersey corporation ("Kodak").
With respect to the Registration Statement on Form S-8 (the
"Registration Statement") filed today by Kodak with the Securities
and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, 10,000,000 shares of common
stock, $2.50 par value, of Kodak (the "Shares") to be granted to
participants, or issued upon the exercise of options and stock
appreciation rights, or issued in connection with other awards
granted under the Kodak Stock Option Plan (the "Plan"), I have
examined originals or copies, certified or otherwise identified to
my satisfaction, of such corporate records, certificates, and other
documents and instruments, and such questions of law, as I have
considered necessary or desirable for the purpose of this opinion.
Based on the foregoing, I am of the opinion that when the
Registration Statement has become effective and the Shares have been
issued and delivered as contemplated in the Plan, the Shares will be
legally issued, fully paid, and non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gary P. Van Graafeiland
Gary P. Van Graafeiland
General Counsel and Senior Vice President
EXHIBIT 23A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 14,
1998, appearing on page 20 of Eastman Kodak Company's Annual Report
on Form 10-K for the year ended December 31, 1997
Price Waterhouse LLP
Rochester, New York
June 24, 1998
June 25, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Eastman Kodak Company Registration Statement on Form S-8
Relating to Securities to be Issued Under the Kodak Stock
Option Plan
Ladies and Gentlemen:
We are filing today by electronic EDGAR transmission Eastman Kodak
Company's
Registration Statement on Form S-8 for the Kodak Stock Option Plan.
The total filing fee of $199,217.19 was due as a result of this
Registration Statement.
Pursuant to Instruction E to Form S-8, simultaneously with the
filing of this Registration Statement on Form S-8, the registrant is
filing another Registration Statement on Form S-8 to post-
effectively amend the contents of Registration No. 333-23371 to
deregister 3,000,000 shares. Registrant will apply $2,849.12 of the
$82,536 filing fee previously paid by registrant for such 3,000,000
shares to the filing fee due as a result of the 10,000,000 shares
being registered by this Registration Statement on Form S-8.
In addition, the registrant, i.e., Account Number 000031235, has a
filing credit of $448.54 which it will also apply to the filing fee
due as a result of the 10,000,000 shares being registered by this
Registration Statement on Form S-8.
In sum, taking into account the two credits of $2,849.12 and $448.54
from the total filing fee due of $199,217.19 leaves a net balance
due of $195,919.53. This amount was wire transferred on June 24,
1998, to the Commission's account at Mellon Bank in Pittsburgh, PA.
Please call the undersigned at 716-724-4368 if you have any
questions.
Very truly yours,
EASTMAN KODAK COMPANY
/s/ Joyce P. Haag
Joyce P. Haag
Secretary
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