Exhibit (10.3)
NOTICE OF AWARD OF RESTRICTED STOCK
GRANTED TO ____________
EFFECTIVE ____________
PURSUANT TO THE
2005 OMNIBUS LONG-TERM COMPENSATION PLAN
APPROVED BY:
Action by and on behalf of the
Executive Compensation and
Development Committee Effective
__________, ____
NOTICE OF AWARD OF RESTRICTED STOCK
GRANTED TO ___________
EFFECTIVE ___________
PURSUANT TO THE
2005 OMNIBUS LONG-TERM COMPENSATION PLAN
1. Background. Under Article 10 of the 2005 Omnibus Long-
Term Compensation Plan (the "Plan"), the Executive
Compensation and Development Committee (the
"Committee") may, among other things, award restricted
shares of Kodak's Common Stock to those Employees as
the Committee in its discretion may determine, subject
to such terms, conditions and restrictions as it deems
appropriate. The Committee's charter permits
delegation of its authority to grant certain awards
pursuant to the terms contained therein.
2. Award. Effective __________, the Committee or its
designee granted to __________ (the "Participant") an
Award of __________ (__________) restricted shares of
Common Stock ("Restricted Shares"). This Award was
granted under the Plan, subject to the terms and
conditions of the Plan and those set forth in this
Notice of Award of Restricted Stock ("Award Notice").
To the extent there are any inconsistencies between the
terms of the Plan and this Award Notice, the terms of
the Plan will control.
3. Terms and Conditions of Restricted Shares. The
following terms and conditions will apply to the
Restricted Shares:
(a) Issuance. The Restricted Shares awarded to the
Participant will be evidenced by a book entry
recorded by Kodak's transfer agent in an account
established by the transfer agent on behalf of the
Participant. This book entry will indicate that
the Restricted Shares are restricted under the
terms of this Award Notice. The Participant will
be a shareowner of all the shares represented by
this book entry. As such, the Participant will
have all the rights of a shareowner with respect
to the Restricted Shares, including but not
limited to, the right to vote such shares and to
receive all dividends and other distributions
(subject to Section 3(b)) paid with respect to
them; provided, however, that the Restricted
Shares will be subject to the restrictions in
Section 3(d).
(b) Stock Splits, Dividends, etc. If under Section
6.2 of the Plan, entitled "Adjustment to Shares,"
the Participant, as the owner of the Restricted
Shares, becomes entitled to new, additional, or
different shares of stock or securities: (i)
Kodak's transfer agent will adjust its book entry
for the Participant to reflect such new,
additional, or different shares of stock or
securities; and (ii) such new, additional, or
different shares of stock or securities will be
subject to the restrictions provided for in
Section 3(d) below.
(c) Restriction Period. The Restricted Shares will be
subject to _____ "Restriction Periods." The Restriction
Period for __________ of the Restricted Shares will begin
on the Grant Date and terminate, subject to Section 4 below,
on the _____ anniversary of the Grant Date. [The
Restriction Period on the [second/remaining] __________ of
the Restricted Shares will begin on the Grant Date and
terminate, subject to Section 4 below, on the _________
anniversary of the Grant Date.]
(d) Restrictions on Restricted Shares. The
restrictions to which the Restricted Shares are
subject are:
(i) Nonalienation. During their Restriction
Period, the Restricted Shares may not be
sold, exchanged, transferred, assigned,
pledged, hypothecated, or otherwise disposed
of except by will or the laws of descent and
distribution. Any attempt by the Participant
to dispose of a Restricted Share in any such
manner will result in the immediate
forfeiture of such Restricted Share and all
other Restricted Shares then held by Kodak's
transfer agent on the Participant's behalf.
(ii) Continuous Employment. The Participant must
remain continuously employed by Kodak
throughout a Restriction Period in order to
receive the Restricted Shares that are
subject to that Restriction Period. Thus,
except as set forth in Section 4 below, if
the Participant's employment terminates for
any reason, whether voluntarily or
involuntarily, during a Restriction Period,
the Participant will immediately forfeit all
of the Restricted Shares subject to that
Restriction Period. If the Participant's
employment terminates during more than one
Restriction Period, the Participant will,
except as set forth in Section 4 below,
forfeit all of the Restricted Shares subject
to these Restriction Periods.
(e) Lapse of Restrictions. The restrictions set forth in
Section 3(d) above, with respect to a Restricted Share,
will, unless the Restricted Share is forfeited sooner, lapse
upon the expiration of such Restricted Share's Restriction
Period.
4. Termination of Employment.
(a) Disability or Approved Reason. Notwithstanding Section
3 above to the contrary, if the Participant's employment is
terminated by reason of Disability or an Approved Reason,
the Restricted Shares will not be forfeited by reason of
such termination and the Restriction Period(s) on such
Restricted Shares will terminate as of the date of such
termination.
(b) Death. Notwithstanding Section 3 above to the
contrary, if the Participant's employment is terminated by
reason of death, the Participant's estate will receive all
of the Restricted Shares then held on the Participant's
behalf by Kodak's transfer agent and the Restriction
Period(s) on such Restricted Shares will terminate as of the
date of the Participant's death.
5. Issuance of Shares of Common Stock. Upon the lapse of
a Restriction Period, Kodak will, unless the Restricted
Shares are sooner forfeited, promptly instruct its transfer
agent to reflect on its books those Restricted Shares that
are no longer restricted. The transfer agent will then
subtract from the Participant's account the number of shares
that are withheld for taxes under Section 6 below. Upon the
Participant's request, the transfer agent will deliver to
the Participant a stock certificate for the remaining number
of unrestricted shares held in the Participant's account.
6. Withholding. Kodak will pay the taxes required to be
withheld upon the lapse of a Restriction Period by
withholding a portion of the shares of Common Stock
otherwise due the Participant as a result of the lapse of
such restrictions. The portion of the shares withheld will
equal in amount the taxes required to be withheld. The
Common Stock which is so withheld will be valued at its Fair
Market Value on the date of the lapse of the restrictions on
the Restricted Shares.
7. Definitions.
(a) Any defined term used in this Award Notice, other
than that set forth in Section 7(b) below, will
have the same meaning for purposes of this
document as that ascribed to it under the terms of
the Plan.
(i) (b) Approved Reason. "Approved Reason" means a
reason for terminating employment with the Company which,
in the opinion of the Committee with respect to Participants
who are subject to Section 16 of the Exchange Act or who are
Covered Employees within the meaning of Section 162(m) of
the Code, and the opinion of the Chief Executive Officer
with respect to all other Participants, is in the best
interests of the Company.
8. Effect of Award Notice. This Award Notice, including
its reference to the Plan, constitutes the entire
understanding between the Company and the Participant
concerning the Award and supersedes any prior notices,
letters, statements or other documents issued by the Company
relating to the Award and all prior agreements and
understandings between the Company and the Participant,
whether written or oral, concerning the Award.
9. Administration. The Committee will have full and
absolute authority and discretion, subject to the provisions
of the Plan, to interpret, construe and implement this Award
Notice, to prescribe, amend and rescind rules and
regulations relating to it, and to make all other
determinations necessary, appropriate or advisable for its
administration. All such Committee determinations will be
final, conclusive and binding upon any and all interested
parties and their heirs, successors, and personal
representatives.
10. Impact on Benefits. The Restricted Shares (either at
the date of their grant or at the time their restrictions
lapse) will not be includible as compensation or earnings
for purposes of any other compensation or benefit plan
offered by Kodak.
11. Miscellaneous.
(a) Headings. The headings of the Sections of the
Award Notice have been prepared for convenience
and reference only and will not control, affect
the meaning, or be taken as the interpretation of
any provision of the Award Notice.
(b) Applicable Law. All matters pertaining to this
Award Notice, (including its interpretation,
application, validity, performance and breach),
will be governed by, construed and enforced in
accordance with the laws of the State of New York
(except as superseded by applicable Federal Law)
without giving effect to principles of conflicts
of law.
(c) Amendment. The Committee may, from time to time,
amend this Award Notice in any manner.
12. Tax Consequences. No person connected with this Award
Notice in any capacity, including, but not limited to, Kodak
and its Subsidiaries and their respective directors,
officers, agents and employees makes any representation,
commitment, or guarantee that any tax treatment, including,
but not limited to, federal, state and local income, estate
and gift tax treatment, will be applicable with respect to
the Award.