DEF 14A 1 eastmankodak_def14a.htm DEFINITIVE PROXY STATEMENT

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

| Filed by the Registrant
[X] | |
| --- | --- |
| Filed by a Party other than
the Registrant [ ] | |
| Check the appropriate
box: | |
| [ ] | Preliminary Proxy
Statement |
| [ ] | Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [X] | Definitive Proxy
Statement |
| [ ] | Definitive Additional
Materials |
| [ ] | Soliciting Material Pursuant to §240.14a-12 |

| Eastman Kodak Company |
| --- |
| (Name of Registrant as
Specified In Its Charter) |
| (Name
of Person(s) Filing Proxy Statement, if other than the
Registrant) |

| Payment of Filing Fee (Check
the appropriate box): — [X] | No fee required. | |
| --- | --- | --- |
| [
] | Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| | 1) | Title of each class of
securities to which transaction applies: |
| | 2) | Aggregate number of securities to
which transaction applies: |
| | 3) | Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how it
was determined): |
| | 4) | Proposed maximum aggregate value of transaction: |
| | 5) | Total fee paid: |
| [
] | Fee paid previously
with preliminary materials. | |
| [
] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing. | |
| | 1) | Amount Previously
Paid: |
| | 2) | Form, Schedule or Registration
Statement No.: |
| | 3) | Filing Party: |
| | 4) | Date Filed: |

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NOTICE OF 2016 ANNUAL MEETING

AND PROXY STATEMENT

Date of Notice: April 11, 2016

EASTMAN KODAK COMPANY 343 STATE STREET ROCHESTER, NEW YORK 14650

Table of Contents

TABLE OF CONTENTS

NOTICE OF 2016 ANNUAL MEETING
Notice of the 2016 Annual Meeting of Shareholders
PROXY STATEMENT QUESTIONS & ANSWERS
Questions & Answers	1
Householding of Disclosure Documents	7
Audio Webcast of Annual Meeting	7
Printed Copy of 2015 Annual Report on Form 10-K	7
PROPOSAL 1
Proposal 1 - Election of Directors	8
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Director Nominees	9
Director Independence	13
Board Leadership Structure	13
Committees of the Board	14
Executive Compensation Committee Interlocks and Insider Participation	15
Corporate Governance Overview	15
Business Conduct Guide and Directors Code of Conduct	15
Governance Practices	15
Report of the Audit and Finance Committee	18
EXECUTIVE COMPENSATION
Report of the Executive Compensation Committee	19
Compensation Discussion and Analysis	19
Executive Summary	19
Determining Executive Compensation	21
Elements of Compensation	22
2015 Compensation Decisions	23
Other Compensation	27
Program Governance	29
Compensation of Named Executive Officers	30
Summary Compensation Table	30
Employment Agreements	32
Grants of Plan-Based Awards Table	34
Outstanding Equity Awards at 2015 Fiscal Year-End Table	36
Option Exercises and Stock Vested Table	37
Pension Benefits for 2015	38
Pension Benefits Table	38
Non-Qualified Deferred Compensation for 2015	39
Potential Payments Upon Termination or Change in Control	39
Severance Payments Table	44

DIRECTOR COMPENSATION
Director Compensation	46
PROPOSAL 2
Proposal 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers	49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Security Ownership of More Than 5% of the Companys Common Shares	50
Beneficial Security Ownership of Directors and Executive Officers	51
Section 16(a) Beneficial Ownership Reporting Compliance	52
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Interested Transactions	52
PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit and Non-Audit Fees	54
Policy Regarding Pre-Approval of Services Provided by our Independent Accountants	54
PROPOSAL 3
Proposal 3 - Ratification of the Audit and Finance Committees Selection of PricewaterhouseCoopers LLP as our Independent Registered Accounting Firm	55
ANNUAL MEETING INFORMATION
Directions to 2016 Annual Meeting	56
EXHIBIT A
Reconciliation of Non-GAAP Measures

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NOTICE OF 2016 ANNUAL MEETING

Dear Shareholder:

You are cordially invited to attend our Annual Meeting of Shareholders on Tuesday, May 24, 2016 at 9:00 a.m. Eastern Time, at the Sheraton Atlanta Hotel, 165 Courtland Street NE, Atlanta, GA 30303. You will be asked to vote on Company proposals at the Annual Meeting.

Whether or not you attend 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 you at the Annual Meeting and would like to take this opportunity to remind you that your vote is very important.

Sincerely,

James V. Continenza Chairman of the Board

NOTICE OF THE 2016 ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders of Eastman Kodak Company will be held on Tuesday, May 24, 2016 at 9:00 a.m. Eastern Time, at the Sheraton Atlanta Hotel, 165 Courtland Street NE, Atlanta, GA 30303. 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 Committees 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. |

The Board of Directors recommends you vote FOR each of the nominees listed in Proposal 1 and FOR Proposals 2 and 3.

If you held your shares at the close of business on March 30, 2016, you are entitled to vote at the Annual Meeting.

We follow the Securities and Exchange Commissions 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 14650-0251, (585) 724-4053, e-mail: [email protected].

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. Underberg General Counsel, Secretary and Senior Vice President Eastman Kodak Company April 11, 2016

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 24, 2016. The Notice of 2016 Annual Meeting and Proxy Statement and 2015 Annual Report on Form 10-K are available at www.edocumentview.com/KODK .

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PROXY STATEMENT

QUESTIONS & ANSWERS

| 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 Kodaks 2016 Annual Meeting of Shareholders
(the Annual Meeting), which will take place on Tuesday, May 24, 2016. As a
shareholder, you are invited to attend the Annual Meeting and are entitled
and requested to vote on the proposals described in this Proxy Statement.
We are making these proxy materials available to you on or about April 11,
2016. |
| Q. | What is included in these proxy
materials? |
| A. | These proxy materials include: |

●	Our 2015 Annual Report on Form 10-K; and
●	Notice of 2016 Annual Meeting and Proxy
Statement.

| Q. | If you received printed versions of the proxy materials
by mail, these proxy materials also include a proxy card. — What am I voting
on? | |
| --- | --- | --- |
| A. | The Board is soliciting your proxy in connection with
the Annual Meeting to be held on Tuesday, May 24, 2016 at 9:00 a.m.
Eastern Time, at the Sheraton Atlanta Hotel, 165 Courtland Street NE,
Atlanta, GA 30303, and any adjournment or postponement thereof. You are
voting on the following proposals: | |
| | 1. | Election of the nine directors named in this 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 Committees selection of
PricewaterhouseCoopers LLP as our independent registered public accounting
firm. |
| | The Board recommends
you vote FOR each of the director nominees listed in Proposal 1 and FOR
Proposals 2 and 3. | |
| 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 Commissions (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 11, 2016. | |
| | 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 printing and mailing
documents to you and will reduce the environmental impact of printed
materials. |
| --- | --- |
| Q. | Why didnt 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 11, 2016, at www.edocumentview.com/KODK. We are also making our 2015 Annual
Report on Form 10-K available at the same time and by the same method. The
2015 Annual Report on Form 10-K is not a part of the proxy solicitation
material and is not incorporated herein by
reference. |

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| 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: |

| ● | 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 at www.envisionreports.com/KODK;
or |
| ● | E-mail at
[email protected]. 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. |
| --- | --- |
| 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. |
| | 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 in person at the Annual
Meeting. |
| | 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 attend 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 person 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 person at the Annual
Meeting. In order to vote your shares, you must either: 1) obtain a legal
proxy that gives you the right to vote the shares in person at the Annual
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, 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: |

| ● | By internet at www.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 written ballot at 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. | |

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| Q. | What happens if I do not give specific voting
instructions? |
| --- | --- |
| A. | Shareholder of Record. If
you are a shareholder of record and you: |

| ● | 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 Sharon E.
Underberg, 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 and 3) and in their discretion with respect to any other
matters properly presented for a vote at the Annual Meeting. |
| --- | --- |
| | 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 in person at the Annual Meeting, your shares will
not be voted or counted with respect to Proposals 1 and 2, which are
non-routine proposals. Your broker, trustee or nominee has discretionary
authority to vote your uninstructed shares with respect to Proposal 3,
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, your
vote must be received by 1:00 a.m., Eastern Time, on May 24, 2016, the
morning of the Annual Meeting. If you are a shareholder of record and vote
by mail or by written ballot at the Annual Meeting, your vote must be
received before the polls close at the Annual Meeting. |
| | 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 30, 2016, the record date for the Annual
Meeting. Each share of common stock is entitled to one vote. |
| 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: |

| ● | Entering a timely new vote by internet or
telephone; |
| --- | --- |
| ● | Returning a later-dated proxy card; |
| ● | Notifying Sharon E. Underberg, Secretary; or |
| ● | Completing a written ballot at the Annual
Meeting. |

Beneficial Owner. If you are a beneficial owner, please follow the voting instructions provided by your broker, trustee or nominee.

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| Q. | What vote is required to approve each
proposal? |
| --- | --- |
| A. | The following table describes the voting requirements for each
proposal: |

| Proposal 1 - | Election of Directors | 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 2016 election of directors is an uncontested
election. |
| --- | --- | --- |
| | | 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 nominees election must exceed
the number of votes cast AGAINST the nominees election. Each nominee
receiving more votes FOR his or her election than votes AGAINST his or her
election will be elected. |
| Proposal 2 - | Advisory Vote to Approve the
Compensation of our Named Executive Officers | To be approved, this proposal must
receive the affirmative vote of a majority of the votes cast at the Annual
Meeting. |
| Proposal 3 - | Ratification of the Audit and Finance
Committees Selection of PricewaterhouseCoopers 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. |

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 and 3. In tabulating the voting
results for these proposals, FOR and AGAINST votes are counted.
Abstentions are not counted and will not impact the outcome of the vote.
With respect to Proposal 2, broker non-votes are not counted and will not
impact the outcome of the vote.
Q.	Who will count the vote?
A.	Computershare will count the vote. A representative from
Computershare will serve as the inspector of election.
Q.	Who can attend the Annual
Meeting?
A.	If you held your shares as of the close of business on March 30,
2016, the record date for the Annual Meeting, you can attend the Annual
Meeting.
Q.	What do I need to do to attend the Annual
Meeting?
A.	To attend the Annual Meeting, please follow these
instructions:

| ● | If you vote by internet or telephone, follow
the instructions provided for attendance. |
| --- | --- |
| ● | If you vote by using a proxy card, check the
appropriate box on the card. |
| ● | If you are a beneficial owner, bring 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. |
| ● | If
you do not have an Admission Ticket, go 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 you attend the Annual Meeting, we assume we have your permission to use your image.

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Q.	Can I bring a guest?
A.	Yes. If you plan to bring a guest to the Annual Meeting, follow the
instructions on the internet or telephone or check the appropriate box on
your proxy card. When you go through the registration area at the Annual
Meeting, your guest must register with you and must present proof of
identity in the form of a government issued ID.
Q.	What is the quorum requirement
of the Annual Meeting?
A.	A majority of the outstanding shares on March 30, 2016
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 30, 2016, there were
42,100,993 shares of our common stock outstanding.
Q.	Where can I find the voting
results of the Annual Meeting?
A.	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 of 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.	Can I nominate someone to the
Board?
A.	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://ek.client.shareholder.com/supporting.cfm.
	For purposes of summarizing this procedure, we have
assumed: 1) the date of the upcoming Annual Meeting is within 30 days of
the anniversary of the Annual 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 years
Annual Meeting. Based on these assumptions, a shareholder desiring to
nominate one or more candidates for election at the next Annual 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 years Annual Meeting.
Accordingly, for our 2017 Annual Meeting, notice of nomination must be
delivered to our Secretary no earlier than January 24, 2017 and no later
than February 23, 2017.
	The written notice to our Secretary must contain the
following information with respect to each nominee: 1) the proposing
shareholders 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 nominees name, age and business experience; and 7) the nominees
signed consent to serve as a director if so elected.
	Persons who are
nominated in accordance with this procedure will be eligible for election
as directors at the 2017 Annual Meeting of Shareholders.
Q.	What is the deadline to propose
actions for consideration at the 2017 Annual
Meeting?
A.	For a shareholder proposal to be considered for
inclusion in our proxy statement for the 2017 Annual Meeting, the
Secretary must receive the written proposal at our principal executive
office no later than the close of business on December 12, 2016. 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, regarding the inclusion of shareholder proposals
in company-sponsored proxy materials. Proposals should be addressed
to:
	Secretary Eastman Kodak Company 343 State
Street Rochester, NY
14650-0224

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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 24, 2017;
and |
| --- | --- |
| ● | No later than the close of business on
February 23, 2017. |

If the date of the shareholder meeting is moved more than 30 days before or 30 days after the anniversary of the 2016 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 meeting and no later than the close of business on the later of the following two dates:

●	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://ek.client.shareholder.com/supporting.cfm. |
| --- | --- |
| Q. | Who will pay the cost of this proxy
solicitation? |
| A. | 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 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. 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 $2,500, plus reasonable out-of-pocket
expenses. |
| Q. | What other information about us is
available? |
| A. | The following information is available on our website at
http://ek.client.shareholder.com/supporting.cfm: |

| ● | Corporate Responsibility
Principles |
| --- | --- |
| ● | Corporate Governance
Guidelines |
| ● | Business Conduct Guide |
| ● | Eastman Kodak Company By-laws |
| ● | Charters of the Boards 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 Policies and
Procedures |
| ● | Corporate Political Contributions and
Expenditures Policy |
| ● | Health, Safety and Environment Sustainability
Reports are available on our website at www.kodak.com/go/sustainabilityreport |
| ● | 2015 Annual Report on Form 10-K is available
on our website at http://ek.client.shareholder.com/financials.cfm |

| You may request printed copies of any of these documents by
contacting: |
| --- |
| Shareholder
Services Eastman Kodak
Company 343 State
Street Rochester, NY
14650-0251 (585) 724-4053 |
| E-mail: [email protected] |

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| The address of our principal executive office is: |
| --- |
| Eastman
Kodak Company 343 State
Street Rochester, NY 14650 |

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 SECs householding rules that allowed 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 MEETING

The 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.

PRINTED COPY OF 2015 ANNUAL REPORT ON FORM 10-K

We will provide you, without charge, upon request, a printed copy of our 2015 Annual Report on Form 10-K. To receive a printed copy of the 2015 Annual Report on Form 10-K, please contact:

Shareholder Services Eastman Kodak Company 343 State Street Rochester, NY 14650-0251 (585) 724-4053

E-mail: [email protected]

PART B

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PROPOSAL 1

PROPOSAL 1 - ELECTION OF DIRECTORS

Our By-laws require us to have at least nine but no more than 13 directors. The number of directors, which is set by the Board, is currently nine. Mr. Clarke is the only director who is an employee of the Company.

The following nine directors are standing for re-election: Mark S. Burgess, Jeffrey J. Clarke, James V. Continenza, Matthew A. Doheny, John A. Janitz, George Karfunkel, Jason New, William G. Parrett and Derek Smith. If elected, all of the nominees will serve a one-year term. Information about the director nominees is provided in the section entitled Board of Directors in this Proxy Statement.

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 or her election will be elected.

If a director nominee receives a greater number of votes AGAINST his or her 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 all the director nominees.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

DIRECTOR NOMINEES

The Corporate Governance and Nominating Committee (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 nominees profile below, the Board and Governance Committee considered the listed Key Experience, Skills and other Qualifications in its evaluation and determination to nominate each director for re-election.

MARK S. BURGESS MARK S. BURGESS Director since September 2013 Mark S. Burgess, 57, is the Chief Executive Officer of Signode Industrial Group (SIG), a manufacturer of packaging consumables, tools and equipment. Mr. Burgess joined SIG in March 2014 upon The Carlyle Groups 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 Packagings Chief Financial Officer from December 2006 until May 2009, and Chief Operating Officer from April 2008 to December 2008. Mr. Burgess served as President and Chief Executive Officer, as well as Chief Financial Officer, of Anchor Glass Container Corporation from May 2005 until September 2006. He previously served as Executive Vice President and Chief Financial Officer of Clean Harbors Environmental Services, 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. He holds a B.A. in Economics from Dickinson College and an MBA from the Fuqua School of Business at Duke University. Mr. Burgess currently serves as Chairman of the Clondalkin Group, a global manufacturer of flexible and specialty plastic packaging solutions, and is a former director of the Polymer Group, where he served from March 2011 to June 2013. Key Experience, Skills and other Qualifications: Mr. 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, 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.

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| JEFFREY J. CLARKE | JEFFREY J . CLARKE Director since March 2014 Jeffrey J.
Clarke, 54, 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. Mr. Clarke has served on the board
of directors of Red Hat, Inc., an enterprise software company, since 2008.
In March 2016, Mr. Clarke was appointed to the board of directors of
Autodesk, Inc., a 3D design, engineering and entertainment software
company. He served as Chairman of Orbitz Worldwide, Inc., a global online
travel agency, after leading the companys IPO 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 earned an MBA from
Northeastern University, where he serves as a Trustee. He holds a B.A. in
Economics from SUNY Geneseo. Key Experience, Skills and other
Qualifications: Mr. Clarke brings to the Board
extensive experience in managing and operating digital technology
companies, which is directly relevant to our business. He has in-depth
knowledge and expertise in leading companies that are in growth and
transformational stages and that conduct operations on a worldwide basis.
Mr. Clarkes extensive background in strategic business planning at
companies that develop and distribute products and services in 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. |
| --- | --- |
| JAMES V. CONTINENZA | JAMES V.
CONTINENZA Director since April 2013, Chairman
since September 2013 James V. Continenza, 53, has
extensive executive and board experience with high-tech companies and with
companies that successfully emerged from or are in various stages of
corporate restructuring. Since September 2012, Mr. Continenza has served
as the Chief Executive Officer of TBC Holdings I, Inc., the parent company
of The Berry Company, LLC, a holding company that acquires and manages
advertising, marketing and technology companies that provide a wide range
of digital and legacy leads-generating products to local and national
advertisers. He served as the President of STi Prepaid, LLC, a
telecommunications company, from June 2010 to February 2011. Mr.
Continenza served as Interim Chief Executive Officer of Anchor Glass
Container Corp., a leading manufacturer of glass containers, from
September 2006 to December 2006. He served as President and Chief
Executive Officer of Teligent, Inc., which provides 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 of Lucent
Technologies Product Finance, a global leader in telecom equipment, and
served as its Senior Vice President of Worldwide Sales and Marketing from
September 1997 to April 1999. |

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| | In addition to his management
experience, Mr. Continenza currently serves on the boards of NII Holdings,
Inc. (since 2015), a provider of wireless communication services under the
Nextel brand TM in 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. Continenza
also serves or has served on the boards of several private companies. Key Experience, Skills and Other
Qualifications: 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
expertise in 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 service as a board member of diverse companies. |
| --- | --- |
| MATTHEW A. DOHENY | MATTHEW A.
DOHENY Director since September 2013 Matthew A.
Doheny, 45, currently serves as President of North Country Capital LLC, an
advisory and investment firm focusing on board advisory assignments and
investing in alternative investments, where he has served since 2011.
Previously, 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 of the Distressed Assets Group of Deutsche Bank
Securities Inc. from January 2000 to 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 and
in the Business and Corporate Department of Hancock &
Estabrook. Mr. Doheny currently serves on the
board 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
valuable expertise in the areas of corporate finance, risk management and
investments, along with the legal experience he brings to the
Board. |
| JOHN A. JANITZ | JOHN A.
JANITZ Director since September 2013 John A. Janitz, 73, is the
Co-Founder and Chairman of Evergreen Capital Partners, LLC, an investment
firm that provides advisory services and co-invests with private equity
sponsors under exclusive contractual arrangements. He served as
Co-Managing Principal for Questor Management Company LLC, a turnaround
capital investment firm that acquires underperforming or troubled
companies, from 2003 to 2007. From 2001 to 2003, Mr. Janitz served as a
consultant with JPMorgan Partners, Kidd Associates, Aurora Capital
Partners, and Questor Management. Mr. Janitz served as President and Chief
Operating Officer of Textron Inc. from 1999 to 2001. Mr. Janitz served as
President, Chairman & Chief Executive Officer of Textron Automotive
Company, which was a $2.9 billion full-service supplier of automotive
interior and exterior trim, fuel systems, and functional components, from
1996 to 1999. He held a number of key executive positions with TRW, Inc.,
an international company providing advanced technology products and
services to the automotive, space and defense, and information systems
industry segments, from 1990 to 1996. Mr. Janitz served as President of
Wickes Manufacturing Company from 1989 to 1990 and previously held a
number of key executive positions with its predecessor company, Gulf &
Western Industries, Inc., including Group President of its Industrial and
Automotive Units. Mr. Janitz began his career at Ford Motor Company, where
he held a variety of engineering and manufacturing positions. Mr. Janitz currently serves on the
board of STR Holdings, Inc. (since June 2007), a manufacturer of solar
power module encapsulants and LoJack Corporation (since April 2015), a
leading provider of tracking and recovery systems for valuable mobile
assets. Mr. Janitz previously served on the board of Textron Inc. and
Wickes Manufacturing Company and has also served on the boards of several
privately-held companies. |

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| | Key Experience, Skills and other
Qualifications: Mr. Janitz has held numerous
executive positions with manufacturing and technology companies as well as
financial institutions, all of which have contributed to his expertise in
management, operations, and financial and strategic planning. His
experience in leading companies with complex technologies and
manufacturing operations, and that are in various stages of growth and
development, is directly relevant to our business. Mr. Janitz has
particular understanding of the challenges facing companies with global
operations such as ours. Mr. Janitz also possesses skills in executive
compensation practices, while he has developed strong corporate governance
and risk management expertise based upon his service on the boards of
numerous manufacturing, technology and other diverse
companies. |
| --- | --- |
| GEORGE KARFUNKEL | GEORGE
KARFUNKEL Director since September 2013 George
Karfunkel, 67, is currently the Chairman of Sabr Group, a consulting
company. 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. Mr. Karfunkel serves as vice
chairman of Upstate Bank, a nationally-chartered community bank; a
director of Berkshire Bank; and a director at AmTrust Financial Services,
Inc. 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. |
| JASON NEW | JASON
NEW Director since September 2013 Jason New, 47, has been Senior
Managing Director of The Blackstone Group L.P., a global investment and
advisory firm, and Head of Special Situation Investing for GSO Capital
Partners LP, a credit-oriented alternative asset manager, since 2005. Mr.
New focuses 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 is 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. Mr. New has served as a director of
MPM Holdings Inc. since October 2014. Mr. New 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. Key Experience, Skills and other
Qualifications: Mr. New is an expert 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. |

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| WILLIAM G.
PARRETT | WILLIAM G.
PARRETT Director since November 2007 Mr. Parrett, 70, is a former Senior
Partner of Deloitte & Touche USA LLP, a public accounting firm. Mr.
Parrett retired in 2007. From 2003 to 2007, he served as the Chief
Executive Officer of Deloitte Touche Tohmatsu (DTT). Prior to serving as
Chief Executive Officer of DTT, he was Managing Partner of Deloitte &
Touche USA since 1999. 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 State of New York. Mr. Parrett currently serves as a
director of The Blackstone Group L.P., an investment and advisory firm;
Thermo Fisher Scientific Inc., a provider of analytical and laboratory
instruments and products; and UBS AG, a global financial services
firm. 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. |
| --- | --- |
| DEREK SMITH | DEREK SMITH Director since September
2013 Derek Smith, 48, has been a Managing
Partner and Co-chief Investment Officer at BlueMountain Capital
Management, LLC, a diversified asset manager, since March 2014. From March
2008 until March 2014, he served as its Managing Partner and Senior
Portfolio Manager. Prior to joining BlueMountain in 2008, Mr. Smith worked
at Deutsche Bank, where he was a Managing Director of Global Credit
Trading, managing investment grade and high-yield credit cash and
derivatives desks for the United States and Europe. Before his career at
Deutsche Bank, Mr. Smith spent nearly 15 years working in various aspects
of the fixed income, derivatives and credit markets at Goldman Sachs,
managing the U.S. government options desk as well as the investment grade
credit cash and derivative desks. In 2005, Mr. Smith served as Chairman of
the International Swaps and Derivatives Association (ISDA) Credit
Derivatives Market Practice Committee. Key Experience, Skills and other
Qualifications: Mr. Smith brings to the Board
significant experience in a range of sophisticated areas of finance and
investment strategies, which is directly relevant to our business
strategies, liquidity management and overall financial
objectives. |

DIRECTOR INDEPENDENCE

The Board has determined that each of the following directors 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 independent under our Director Independence Standards and the NYSEs independence standards: Mark S. Burgess, James V. Continenza, Matthew A. Doheny, John A. Janitz, George Karfunkel, Jason New, William G. Parrett and Derek Smith. As our employee, Jeffrey J. Clarke, our Chief Executive Officer, is not independent. In determining the independence of the non-management directors, the Board considered Mr. Karfunkels shareholdings and the affiliations of Messrs. New and Smith, as affiliates of entities that hold 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.

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://ek.client.shareholder.com/supporting.cfm .

BOARD LEADERSHIP STRUCTURE

The Board recognizes that one of its key responsibilities is to determine the most appropriate leadership structure for our company and to ensure 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. The Board currently believes that it is

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appropriate to keep the roles of Chairman and Chief Executive Officer separate in order to best ensure independent oversight of our company and management.

COMMITTEES OF THE BOARD

The Board has established an Audit and Finance Committee, Executive Compensation Committee and Corporate Governance and Nominating Committee. We describe composition, functions and number of meetings of each of these committees held during 2015 below.

Board Committee Membership

| Director Name | Audit and
Finance Committee | Corporate Governance
and Nominating Committee | Executive
Compensation Committee |
| --- | --- | --- | --- |
| James 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
2015 | 6 | 2 | 5 |

Audit and Finance Committee

The current members of the Audit and Finance Committee are Mark S. Burgess, Matthew A. Doheny, 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. 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. Parrett possesses the qualifications of an audit committee financial expert, as defined by SEC rules.

The Board has determined that William G. Parretts 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.

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 firms selection, qualifications, 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 .

Corporate Governance and Nominating Committee

The current members of the Corporate Governance and Nominating Committee (Governance Committee) are James V. Continenza, John A. Janitz, Jason New, Chair, and Derek Smith. The primary duties of the Governance Committee are to oversee our corporate governance, 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 Policies and Procedures. The Governance Committee charter is posted on our website at http://ek.client.shareholder.com/supporting.cfm .

Executive Compensation Committee

The current members of the Executive Compensation Committee are James V. Continenza, John A. Janitz, Jason New and Derek Smith, Chair, all of whom the Board has determined are independent under NYSE listing standards.

The Executive Compensation Committee assists the Board in fulfilling its responsibilities in connection with the compensation of our 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 directors. The Executive Compensation Committee charter is posted on our website at http://ek.client.shareholder.com/supporting.cfm .

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For more information regarding 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. 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 for 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.

EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Continenza, Janitz, New and Smith served as members of the Executive Compensation Committee during 2015. There were no Executive Compensation Committee interlocks between our company and other entities involving our executive officers and directors.

CORPORATE GOVERNANCE OVERVIEW

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://ek.client.shareholder.com/supporting.cfm.

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 Chief Executive Officer, 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/supporting.cfm.

GOVERNANCE PRACTICES

Meeting Attendance

Our Board has a Director Attendance Policy that is part of our Corporate Governance Guidelines, which are posted on our website at http://ek.client.shareholder.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 2015, the Board held a total of seven 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 directors, with the exception of Mr. Karfunkel, attended the Annual Meeting of Shareholders held on May 12, 2015.

Executive Sessions

Executive sessions of our non-management directors are chaired by our independent Chairman, James V. Continenza.

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 Chairman at [email protected] or may send a letter to our Chairman at P.O. Box 92894, Rochester, NY 14692. Our Chairman will forward communications he receives 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 Chairman has authority to disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.

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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 persons ownership of such shares or such persons 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 company undertaking an inquiry into that individuals background, experience and qualifications; 5) the disclosure of any relationship of the individual being recommended with the company, whether direct or indirect; and 6) if known to the shareholder, any material interest of such shareholder or individual being recommended in any proposals or other business to be presented at the next Annual Meeting of Shareholders (or a statement to the effect that no material interest is known to such shareholder).

Director Selection Process and Qualification Standards

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://ek.client.shareholder.com/supporting.cfm.

The Director Qualification Standards specify the minimum qualifications that a nominee must possess in order to be considered for election as a director. These minimum qualifications, as more fully described in our Director Qualification Standards, include integrity, reputation, judgment, knowledge, experience, maturity, commitment, skills, track record, diversity, age, independence and ownership stake. If a candidate possesses these minimum qualifications, the Governance Committee, in accordance with its Director Selection Process, will then consider the candidates qualifications in light of the needs of the Board and our company at that time, given the then-current mix of director attributes. 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 uses the services of a third-party executive search firm when identifying and evaluating possible nominees for director. This firm assists in identifying candidates who meet skills and qualifications specified by the Governance Committee. 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 February 2016, the Board approved a waiver of the mandatory retirement age for Mr. Janitz for a one-year period.

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, country of citizenship and professional experience. In addition, the Governance Committee and the Board evaluate diversity as part of the Boards annual evaluation process.

Strategic Role of 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 Chief Executive Officer 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.

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

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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://ek.client.shareholder.com/supporting.cfm.

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 directors qualifications, the directors 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 NYSEs listing standards.

The policy provides that the Board will act on the Governance Committees recommendation and publicly disclose its decision whether to accept the directors 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 Annual Meeting.

All nine 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.

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, 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 managements 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, in 2015, the committees of the Board oversaw:

| ● | 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. |

PART C

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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), PricewaterhouseCoopers LLP (PwC), is 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.

During 2015, 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.

The Audit and Finance Committee discussed with the independent accountants the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the PCAOB. 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, 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, 2015, and the Board accepted the Audit and Finance Committees recommendations.

The Audit and Finance Committee, with the approval of the Board and the ratification of our shareholders, appointed PwC as our independent accountants in 2015. 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.

William G. Parrett, Chair Mark S. Burgess Matthew A. Doheny George Karfunkel

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EXECUTIVE COMPENSATION

REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE

The Executive Compensation Committee (the Committee) has reviewed and discussed with management 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, Chair James V. Continenza John A. Janitz Jason New

COMPENSATION DISCUSSION AND ANALYSIS

Our Named Executive Officers

This Compensation Discussion and Analysis discusses compensation awarded to, earned by, or paid to the following named executive officers during 2015 (whom we sometimes refer to as NEOs):

| ● | Jeffrey J.
Clarke , Chief Executive Officer. |
| --- | --- |
| ● | John N.
McMullen , Chief Financial Officer and Executive Vice
President. |
| ● | Brad W.
Kruchten , President, Print Systems Division and Senior Vice
President. |
| ● | Philip
Cullimore , President, Enterprise Inkjet Systems
Division, President, Micro 3D Printing and Packaging, and Senior Vice
President. |
| ● | Eric-Yves
Mahe , President, Software and Solutions Division and
Senior Vice President. |

EXECUTIVE SUMMARY

2015 Business Highlights

2015 was the second full calendar year subsequent to our emergence from Chapter 11 reorganization. We have continued our transformation to a profitable and sustainable company. Our executive compensation programs are designed to provide appropriate incentives to our leaders to achieve this business transformation.

Kodaks strategy is to:

| ● | Use Kodaks divisional structure to drive accountability,
transparency, and speed of decision making; |
| --- | --- |
| ● | Focus product
investment in growth engines - Sonora, Prosper, Flexcel NX Packaging,
Micro 3D Printing and Software and Services; |
| ● | Maintain 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. |

Our results demonstrated significant progress on our strategy. In particular, we achieved the following operating results for the year ended December 31, 2015:

●
○	Exceeded 2015 Full Year
earnings guidance.
○	Reduction in GAAP SG&A and
R&D of $117 million year over year.
○	Total Company Full Year 2015
Revenues were $1.798 billion, near the low end of external guidance
primarily due to a greater than expected negative impact of foreign
exchange.

●
○	Growth businesses represent
22% of 2015 total Company revenues, up from 16% of 2014 total Company
revenues. Highlights include:

■ In the Micro 3D Printing and Packaging Division, 26% year over year volume growth of KODAK FLEXCEL NX packaging plates.

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| ■ | In the Printing
Systems Division, 50% year-over-year volume growth in KODAK SONORA Process
Free Plates. |
| --- | --- |
| ■ | In the Software and
Solutions Division, total revenue growth of 12% on a constant currency
basis, (1) or 4% on a GAAP basis. |
| ■ | In the Enterprise
Inkjet Solutions Division, KODAK PROSPER year-over-year revenue growth of
40% on a constant currency basis, or 35% on a GAAP
basis. |

(1) The impact of foreign exchange represents the 2015 foreign exchange impact using average foreign exchange rates for 2014 rather than the actual exchange rates in effect for the respective period in 2015. Change in revenue growth on a constant currency basis is a non-GAAP financial measure. Please see Exhibit A for a reconciliation to the most directly comparable measures prepared in accordance with GAAP.

In 2015, our compensation awards to our named executive officers reflected both the progress we made in our business transformation strategy and the areas where our results did not meet our performance goals.

Annual Variable Pay (EXCEL)

For 2015, we provided our named executive officers an annual variable incentive opportunity, known as Executive Compensation for Excellence and Leadership (EXCEL). Payouts under EXCEL are based on a formula that represents results achieved against Company performance metrics. All named executive officers earned a 2015 EXCEL award. For 2015, the Committee determined that awards would be payable in restricted stock units, and applied negative discretion to reduce the payout percentages to limit dilution in the Companys outstanding stock ownership due to the decline in the Companys stock price over the period following the approval of EXCEL for 2015. In addition, Mr. Clarke requested that no payment of his 2015 EXCEL award be made to him to allow for allocation of the amount which he would otherwise be paid to other participants in EXCEL (excluding our named executive officers and other Section 16 officers) for 2015. Although the Committee was willing to approve payment to Mr. Clarke of his 2015 EXCEL award, the Committee honored Mr. Clarkes request and approved no payment of his 2015 EXCEL award to him.

Please see the discussion following Annual Variable Pay: Executive Compensation for Excellence and Leadership (EXCEL) beginning on page 23 for more information regarding our EXCEL program.

Long-Term Incentives

In 2015, as provided in his employment agreement, Mr. Clarke received a grant of equity in the form of stock options. Also, as provided in their respective employment agreements, Messrs. McMullen, Kruchten, Cullimore 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, Mr. Mahe received an additional grant of equity in 2015 in recognition of the significant expansion of his role since he joined the Company, 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.

Please see Long-Term Incentive Compensation on page 26 for more information on these awards.

Best Practices

We 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 29 for a
description. |
| --- | --- |
| ● | Share
Ownership Guidelines . Our executive officers
and directors are subject to share ownership guidelines. Executive officer
share ownership guidelines were adopted on May 12, 2015. Director share
ownership guidelines were adopted on August 11, 2015. Please see Share
Ownership Guidelines on page 29 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 29 for a description. |
| ● | Double-Trigger Change in Control Benefits. Not all arrangements with our named executive officers
provide change in control benefits, but those that do contain a double
trigger provision, which requires that the
named |

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| | executive officer experience a qualifying termination following a
change in control in order to receive change in control benefits. Please
see Change in Control Arrangements on page 28 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 COMPENSATION

Compensation Philosophy

Our 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 22 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 Committee

The Committee annually reviews and approves goals and objectives relevant to the compensation of the CEO and evaluates, in conjunction with the full Board, the CEOs performance in light of those goals and objectives, and sets the CEOs 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 Management

Our 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 Consultant

During 2015, 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 2015, the Board approved a new compensation structure for our directors, as well as director stock ownership guidelines, based on the recommendation of Lyons Benenson, as discussed further under Director Compensation beginning on page 46. In addition, during 2015, the Committee approved a new officer severance policy, as well as executive officer share ownership guidelines, based on the recommendation of Lyons Benenson, as discussed further under Severance Arrangements beginning on page 27, and Program Governance on page 29, respectively. Lyons Benenson did not provide any other services to the Company during 2015.

Use of Market Reference Data

We 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.

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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 2015, we used the Aon Hewitt U.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 considered for the peer group had to (1) be incorporated in 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 measurements 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 2015, we continued to assess our NEO compensation levels against the Committee-approved peer group.

3D Systems Corporation	Electronics for Imaging, Inc.	Quad/Graphics, Inc.
Adobe Systems Incorporated	Lexmark International, Inc.	SanDisk Corporation
Advanced Micro Devices, Inc.	Nuance Communications, Inc.	Silicon Graphics International
Corp.
ARRIS Group, Inc.	NVIDIA Corporation	Synopsis, Inc.
Ciena Corporation	OmniVision Technologies, Inc.	Xilinx,
Inc.

We compared the base salaries of our named executive officers to those of comparable positions within our peer group, as well as survey market data, in late 2015, but did not make any changes to the base salaries of our named executive officers. We may use the peer group, as well as survey market data, as a competitive frame of reference for compensation decisions in the future.

ELEMENTS OF COMPENSATION

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
Element | Objective | Key Features |
| --- | --- | --- |
| Base Salary | Provide 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
executives base salary will affect an executives target opportunity
under our annual variable pay plan, which is based on a percentage of base
salary. |
| Annual Variable Pay (EXCEL) | Drive the annual performance of
our named executive officers to align their financial interests with 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 stock units
and stock options) | Align executive compensation
with shareholder interest; create incentives for executive retention;
encourage long-term performance; and promote stock ownership. | Our long-term incentives are
mainly in the form of equity-based compensation awards, which tie our
named executive officers wealth creation to the performance 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 (except Mr. 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

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Singapore practice. Please see Other Compensation beginning on page 27 for more information on the indirect compensation of our named executive officers.

2015 COMPENSATION DECISIONS

Base Salary

The annual base salary rate for each named executive officer in 2015 is set forth in the 2015 Annual Base Rates and 2015 EXCEL Target Opportunities table below. No changes were made to the base salaries of our named executive officers during 2015.

Annual Variable Pay: Executive Compensation for Excellence and Leadership (EXCEL)

For 2015, 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 officers 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 officers award above the maximum award level 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 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 Messrs. Clarke, McMullen and Mahe were determined as part of their contract negotiations when they were hired during 2014.

No adjustments were made to the target variable pay opportunities for any named executive officer in 2015.

The following table shows the 2015 annual base salary rates and the 2015 full-year EXCEL target opportunity as a percentage of base salary for each of our named executive officers:

2015 Annual Base Rates and 2015 EXCEL Target Opportunities

| Name — J.J. Clarke | $1,000,000 | EXCEL % Target
Opportunity — 100% | $1,000,000 |
| --- | --- | --- | --- |
| J.N. McMullen | $600,000 | 75% | $450,000 |
| B.W. Kruchten | $465,000 | 75% | $348,750 |
| P.
Cullimore (1) | $561,703 | 50% | $280,851 |
| E.
Mahe (2) | $436,830 | 50% | $218,415 |

| (1) | Mr. Cullimores base salary is
CHF 540,000. The amount shown was converted from Swiss francs to U.S.
dollars using a 2015 average exchange rate of 1.040190. |
| --- | --- |
| (2) | Mr. Mahes base salary is SGD
600,000. The amount shown was converted from Singapore dollars to U.S.
dollars using a 2015 average exchange rate of
0.72805. |

EXCEL Design and Performance Results

Performance Gates

For 2015, we established performance gates as part of the EXCEL program, which provided that no payments under EXCEL would be made unless the performance gates were satisfied. The performance gates for 2015 were: (a) compliance with our financial covenants contained in the September 3, 2013 exit financing arrangements, and (b) Operational EBITDA for 2015 of at least $110 million. We used these performance gates to ensure that no award would be earned absent financial covenant compliance and a minimum level of Operational EBITDA.

Performance Metrics Design and Results

We used Company-wide metrics for the 2015 EXCEL performance period so that the 2015 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 tables.

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| Component 1
Performance Factor (50% weighting) | Weight | Threshold
(50%) | Target
(100%) | Stretch
(200%) |
| --- | --- | --- | --- | --- |
| Revenue | 50% | $1,800M | $1,890M | N/A |
| Operational EBITDA | 50% (1) | $110M | $120M | $168M |

(1) The portion of Operational EBITDA performance above target is weighted 100%.

| Component 2
Performance Factor (50% weighting) | Weight | Threshold
(0%) | Target
(100%) | Stretch
(200%) |
| --- | --- | --- | --- | --- |
| Cash Proceeds from One-Time or Unplanned Non-Operational
EBITDA Items | 100% | $0M | $80M | $160M |

We selected Revenue and Operational EBITDA as the performance factors for Component 1 to maintain focus on earnings from our operational performance while also driving growth through a focus on our revenue. Operational EBITDA 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.

We selected cash proceeds from one-time or unplanned non-Operational EBITDA items as the performance factor for Component 2 to incentivize potential transactions that would benefit the Company.

We established the targets based on our annual commitment plan for 2015, and we used payout slopes that generally reflected a combined performance under the associated metrics so the under-performance of one metric would offset any over-performance in another metric. Within Component 1, any portion of Operational EBITDA performance above Target is weighted 100%. However, Component 1 is weighted against Component 2, so any under-performance in Component 2 would still offset any over-performance in Component 1.

Determination of 2015 Named Executive Officer EXCEL Awards

Achievement of the Performance Gates

The performance gates for 2015 EXCEL awards were achieved given that we complied with the financial covenants contained in the September 3, 2013 exit financing arrangements and achieved Operational EBITDA of at least $110 million.

Actual Performance: Component 1 (50% Weighting)

As shown in the following table, the 2015 payout percentage for Component 1 was 54.2% because the result for the Revenue performance factor was below the threshold amount, but the result for the Operational EBITDA performance factor was above the target amount. (The Payout Percentage for Component 1 specified in the table does not include the application of the associated 50% weighting.)

| Performance
Factor — Revenue | 50% | $1,800M | $1,890M | Stretch
(200%) — N/A | $1,798M | Payout
% — 0.0% |
| --- | --- | --- | --- | --- | --- | --- |
| Operational EBITDA | 50% (1) | $110M | $120M | $168M | $122M | 104.2% |
| Payout Percentage for Component 1 | | | | | | 54.2% (1) |

(1) The portion of Operational EBITDA performance above target is weighted 100%.

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Actual Performance: Component 2 (50% Weighting)

As shown in the following table, the 2015 payout percentage for Component 2 was 1.4% because the result for Cash Proceeds from One-Time or Unplanned Non-Operational EBITDA Items was above the threshold amount, but below the target amount. (The Payout Percentage for Component 2 specified in the table does not include the application of the associated 50% weighting.)

| Performance
Factor | Weight | Threshold
(0%) | Target
(100%) | Stretch
(200%) | Result | Payout
% |
| --- | --- | --- | --- | --- | --- | --- |
| Cash Proceeds from One-Time or Unplanned Non-Operational
EBITDA Items | 100% | $0M | $80M | $160M | $1.16M | 1.4% |
| Payout Percentage for Component 2 | | | | | | 1.4% |

2015 EXCEL Actual Performance Weighted Payout Percentage

| Component | Weight | Component
% | Payout
% |
| --- | --- | --- | --- |
| 1 | 50% | 54.2% | 27.1% |
| 2 | 50% | 1.4% | 0.7% |
| Payout Percentage | | | 27.8% |

Discretionary Reduction in 2015 EXCEL Payout Percentage

In determining the payouts to our executives (including our named executive officers) of their 2015 EXCEL awards, the Committee, working with management, determined that awards would be payable in equity, and used its discretion to reduce the payout percentages to limit dilution in the Companys outstanding stock ownership due to the decline in the Companys stock price over the period following the approval of EXCEL for 2015. Therefore, the Committee exercised its discretion and made a preliminary adjustment to reduce the 2015 EXCEL payout percentage determined under the performance formula of 27.8% to a preliminary payout percentage of 16.8%. This preliminary payout percentage was further adjusted for certain named executive officers, as detailed below, with such adjusted percentages determined holistically, based on the recommendation of the CEO and what the Committee believed to be an appropriate payout percentage in light of divisional performance. The Committee then applied negative discretion to reduce the payout percentage determined under the performance formula of 27.8% to the actual payout percentage for each named executive officer specified in the table below under EXCEL Awards Paid to NEOs (Other Than CEO) for 2015.

CEO Request to Waive Payment of His 2015 EXCEL Payout

As shown in the table below, based on our 2015 performance and after the discretionary reduction in the payout percentage by the Committee, our CEO earned an EXCEL payment for 2015 of $168,000. However, 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 named executive officers 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. Clarkes request and did not approve payment of his 2015 EXCEL award to him.

| Name | Payout % | EXCEL Target Opportunity | 2015 EXCEL
Award Earned | 2015 EXCEL Award Paid
at CEO Request |
| --- | --- | --- | --- | --- |
| J.J. Clarke | 16.8% | $1,000,000 | $168,000 | $0 |

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EXCEL Awards Paid to NEOs (Other Than CEO) for 2015

As shown in the table below, based on our 2015 performance and after the discretionary reduction in the payout percentages by the Committee, our named executive officers (other than the CEO) earned an EXCEL payment for 2015, and the earned amount was paid to each.

| Name | Payout % | EXCEL
Target Opportunity | 2015 EXCEL
Award Earned | 2015 EXCEL
Award Paid (1) |
| --- | --- | --- | --- | --- |
| J.N. McMullen | 16.8% | $450,000 | $75,600 | $75,602 |
| B.W. Kruchten | 16.0% | $348,750 | $55,800 | $55,808 |
| P.
Cullimore (2) | 5.4% | $280,851 | $15,166 | $15,177 |
| E.
Mahe (3) | 18.3% | $218,415 | $39,970 | $39,973 |

| (1) | Payment of 2015 EXCEL awards was made by granting
participants fully vested RSUs, with the number of shares determined by
dividing the specified amount by the closing price of our stock of 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 will be paid in April 2016. |
| --- | --- |
| (2) | Amounts shown for Mr. Cullimore were converted from
Swiss francs to U.S. dollars using a 2015 average exchange rate of
1.040190. |
| (3) | Amounts shown for Mr. Mahe were converted from Singapore
dollars to U.S. dollars using a 2015 average exchange rate of
0.72805. |

Long-Term Incentive Compensation

Long-term incentives, mainly in the form of equity, are a significant part of our compensation program for our named executive officers.

As provided in his employment agreement, Mr. Clarke received a grant of stock options under the Eastman Kodak Company 2013 Omnibus Incentive Plan in 2015 on the first anniversary of the effective date of his employment agreement with a grant date value of $1 million, and which vest one-third upon the first, second and third anniversary of the grant date. Under his employment agreement, Mr. Clarke also received stock options in 2016 with a grant date value of $1 million on the second anniversary of the effective date of his employment agreement, which will also vest one-third upon the first, second and third anniversary of its grant date.

Under their respective employment agreements, Messrs. McMullen, Kruchten and Cullimore are entitled to receive an annual long-term incentive award with a grant date value of $1 million, $840,000 and $200,000, respectively. As provided in their respective employment agreements, Messrs. McMullen, Kruchten and Cullimore received a grant of equity under the Eastman Kodak Company 2013 Omnibus Incentive Plan in 2015, 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 restricted stock units and stock options vest one-third upon the first, second and third anniversary of their respective grant dates.

Under his employment agreement, Mr. Mahe is entitled to receive an annual long-term incentive award with a grant date value of $250,000. As provided in his employment agreement, Mr. Mahe received a grant of equity under the Eastman Kodak Company 2013 Omnibus Incentive Plan on April 28, 2015, with one-half of the grant date value in the form of restricted stock units and the other half of the grant date value in the form of stock options. These restricted stock units and stock options vest one-third upon the first, second and third anniversary of their respective grant dates. On May 12, 2015, in recognition of the significant expansion of his role since he joined the Company, the Committee granted Mr. Mahe an additional incremental equity award with a grant date value of $100,000, with one-half of the grant date value in the form of restricted stock units and the other half of the grant date value in the form of stock options. These restricted stock units and stock options vest one-third upon the first, second and third anniversary of their respective grant dates. At the same time, the Committee also determined that Mr. Mahes 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. The amounts of the additional equity award for 2015 and the adjustment to Mr. Mahes annual long-term incentive awards for future years were determined based on the target award opportunities of other executives with similar roles and responsibilities.

Please see the Grants of Plan-Based Awards Table on page 34 for the number and grant date fair value of these equity awards.

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OTHER COMPENSATION

Tax-Qualified Retirement Plans: KRIP and SIP

We 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 38.

Switzerland Pension

Participating 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 employees age and ranges for 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 of the annual retirement pension is determined on the basis of the old-age savings account balance at the time of retirement, including interest, and is payable for the remainder of the participating employees 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: KURIP

Until 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 Codes 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 employees 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 39.

Perquisites

During 2015, 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 2015. Mr. Cullimore received a monthly car allowance of $1,239 (CHF 1,191) and had use, for business purposes, of cars from a pool maintained by the Company during the first half of 2015. As of July 2015, Mr. Cullimore received only a monthly car allowance of $1,352 (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 2015 average exchange rate of 1.040190). During 2015, Mr. Mahe received a housing allowance of $82,998 (SGD 114,000) and company car allowance of $43,683 (SGD 60,000) in accordance with local Singapore practice. (The Singapore dollars were converted to U.S. dollars using a 2015 average exchange rate of 0.72805). We also provided disability and life insurance benefits to Mr. Mahe, for which we paid the premiums.

The value of these perquisites is included in the All Other Compensation column of the Summary Compensation Table on page 30.

Severance Arrangements

We 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 focus on the best interests of shareholders in connection with the transformational components of our strategic plan given that, in certain instances, an executives successful completion of his or her responsibilities may result in the elimination of his or her job. These severance provisions also provide an incentive for the

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named executive officers to sign a release of claims against us, to refrain from competing with us and to cooperate with us both before and after their employment 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 officers position and responsibilities.

Each of the employment agreements with Messrs. Clarke, McMullen, Kruchten, Cullimore and Mahe provide 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. Mr. Clarkes employment agreement also provides that if his employment terminates by reason of the expiration of his scheduled employment term, he is entitled to certain benefits as more fully described under Individual Termination Arrangements beginning on page 40.

Officer Severance Policy

Since 2013, the severance benefits of several of our executive officers (including our named executive officers, Messrs. Kruchten and Cullimore) have been provided pursuant to the terms of an individual employment agreement with each of them, 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 Contracts have a term of three years and will expire in September 2016.

To address the expiration of the Emergence Contracts and to provide for severance benefits to certain other officers and employees, we adopted an Officer Severance Policy, effective as of November 10, 2015. The Policy provides for compensation to corporate officers who are elected by our Board and certain other employees who are party to an Emergence Contract, in the event of a qualifying termination without cause or with good reason.

Under the Policy, cause is generally defined to include a Participants 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 Employees 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 Participants 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. Accordingly, as our CEO, Mr. Clarke is not eligible for benefits under the Policy, and neither are Messrs. McMullen and Mahe because they each have an employment agreement with an indefinite term. Messrs. Kruchten and Cullimore will continue to be entitled to severance benefits only under their respective Emergence Contracts until such agreements expire in September 2016, at which time they will become eligible for separation pay under the Policy. The Emergence Contracts for Messrs. Kruchten and Cullimore provide for severance amounts of 1.5 times total target cash compensation, and 1.0 times total target cash compensation, respectively. Please see Individual Termination Arrangements beginning on page 40 for more details on the severance provisions of Messrs. Clarke, McMullen, Kruchten, Cullimore and Mahe under their respective employment agreements and Emergence Contracts.

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, Messrs. Kruchten and Cullimore are eligible for grandfathered benefits under the Policy, and will continue to be entitled to separation pay at the current level (1.5 times and 1.0 times total target cash compensation, respectively) under their respective Emergence Contracts. Payment under the Policy is conditioned on a participants execution of a general waiver and release and his or her compliance with the Policys 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 44.

Change in Control Arrangements

The employment agreements with Messrs. Clarke, McMullen and Mahe allow for payment of severance under certain conditions following a change in control (double trigger). 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, 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

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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 companys 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.

PROGRAM GOVERNANCE

Risk Mitigating Policies

Recoupment (Clawback) Policy

The 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 Boards 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 officers 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 Pledging

Our 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 Guidelines

Our 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:

Title	Target Share Ownership	Holding Requirement — Before Target Met	After Target Met
CEO	5X base salary	50% of net-settled shares	None
Executive Vice President	3X base salary
Senior Vice President	2X base salary
Vice President and Other Officers	1X base salary

The 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, the Company may extend that executive officers time to meet the ownership guidelines by one year, at our discretion.

Policy on Qualifying Compensation

When 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. 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 that does not satisfy the requirements of Section 162(m) when 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.

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Say-On-Pay

In 2015, 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 99.3% 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 2015.

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 OFFICERS

Summary Compensation Table

| Name
and Principal Position | Year | 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 CEO | 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 |
| J.N. McMullen CFO | 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 |
| B.W.
Kruchten SVP | 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 |
| | 2013 | 448,484 | 0 | 390,875 | 0 | 547,695 | 0 | 0 | 1,387,054 |
| P. Cullimore (7) SVP | 2015 | 561,696 | 0 | 100,008 | 100,004 | 15,177 | 0 | 77,527 | 854,412 |
| E. Mahe (8) SVP | 2015 | 436,830 | 0 | 175,020 | 175,008 | 39,973 | 0 | 128,157 | 954,988 |

| (1) | This column reports the base salary
paid to each of our NEOs during each year reported. |
| --- | --- |
| (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 2015, the grant date fair value of
each RSU granted to Mr. McMullen on June 16, 2015 was $17.64; the grant
date fair value of each RSU granted to Messrs. Kruchten and Cullimore on
September 3, 2015 was $13.76; the grant date fair value of each RSU
granted to Mr. Mahe on April 28, 2015 was $20.44; and the grant date fair
value of each RSU granted to Mr. Mahe on May 12, 2015 was
$17.95. |
| (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 2015 are included in the table
below. For additional information regarding the valuation assumptions with
respect to our stock option grants, please see Note 19 to our Consolidated
Financial Statements in our Annual Report on Form 10-K for the year ended
December 31, 2015. |

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| Grant Date | NEOs Receiving Award | Grant Date Fair Value
of Stock Option ($) | Risk-Free Rate (%) | Expected Option Life (years) | Expected Volatility (%) | Expected Dividend Yield (%) |
| --- | --- | --- | --- | --- | --- | --- |
| 3/12/2015 | J.J. Clarke | 18.46 | 1.45 | 4.5 | 40.7 | 0.00 |
| 6/16/2015 | J.N. McMullen | 17.64 | 1.53 | 4.5 | 41.3 | 0.00 |
| 9/3/2015 | B.W. Kruchten | 13.76 | 1.36 | 4.5 | 49.4 | 0.00 |
| 9/3/2015 | P. Cullimore | 13.76 | 1.36 | 4.5 | 49.4 | 0.00 |
| 4/28/2015 | E. Mahe | 20.44 | 1.26 | 4.5 | 40.2 | 0.00 |
| 5/12/2015 | E. Mahe | 17.95 | 1.26 | 4.5 | 40.2 | 0.00 |

| (4) | The amounts in this column reflect
payments under EXCEL for performance in 2015, 2014 and 2013. Please see
the Grants of Plan-Based Awards Table on page 34 for the potential
payouts for fiscal year 2015 for each NEO, which depend on performance.
For a description of the performance criteria, please see EXCEL Design
and Performance Results beginning on page 23. 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.
Clarkes 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 will be paid in April 2016. Please see EXCEL
Awards Paid to NEOs (Other Than CEO) for 2015 on page 26 for more
information. |
| --- | --- |
| (5) | This column reports the aggregate change in the present value of
the NEOs accumulated benefits under their applicable pension plan (KRIP,
KURIP), to the extent the NEO participates in such arrangement. Messrs.
Clarke, McMullen and Kruchten 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. 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	2013 — Change in Pension Value ($)	Above- Market Interest ($)	Total Value ($)	2014 — Change in Pension Value ($) (a)	Above- Market Interest ($)	Total Value ($)	2015 — Change in Pension Value ($) (a)	Above- Market Interest ($)	Total Value ($)
J.J. Clarke	N/A	N/A	N/A	9,765	0	9,765	17,581	0	17,581
J.N. McMullen	N/A	N/A	N/A	9,869	0	9,869	18,046	0	18,046
B.W. Kruchten	0	0	0	359,621	0	359,621	16,882	0	16,882
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

| (a) | The primary actuarial assumption
changes used to calculate Pension Values for 2015 were an increase in the
discount rate for KRIP, an increase 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, McMullen and
Kruchten were driven primarily by their respective cash balance accruals
under KRIP during 2015. |
| --- | --- |
| (b) | Mr. Cullimore participates in the
Switzerland Pension, a defined contribution plan. |
| (c) | Mr. Mahe does not participate in a Company-sponsored pension
plan. |

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(6) The table below shows the components of the All Other Compensation column for 2015:

Name
J.J. Clarke (a)	162,610
J.N. McMullen (b)	152,347
B.W. Kruchten	0
P. Cullimore (c)	77,527
E. Mahe (d)	128,157

| | (a) | Other compensation for Mr. Clarke
includes $60,000 for housing and travel expense allowances for 2015 and
$102,610 for an income and employment tax gross-up payment on the amount
of the housing and travel expense allowances for 2015. |
| --- | --- | --- |
| | (b) | Other compensation for Mr. McMullen
includes $60,000 for housing and travel expense allowances for 2015 and
$92,347 for an income and employment tax gross-up payment on the amount of
the housing and travel expense allowances for 2015. |
| | (c) | Mr. Cullimore received a monthly car
allowance of $1,239 (CHF 1,191) and had use, for business purposes, of
cars from a pool maintained by the Company during the first half of 2015.
As of July 2015, Mr. Cullimore received only a monthly car allowance of
$1,352 (CHF 1,300), which is paid directly to him as a monthly lump sum
subject to tax. Accordingly, other compensation for Mr. Cullimore includes
$15,547 (CHF 14,946) paid to him in 2015 as a car allowance. We also
contributed $56,835 (CHF 54,639) to the Switzerland Pension on behalf of
Mr. Cullimore, and paid $5,145 (CHF 4,946) in premiums for disability and
life insurance for Mr. Cullimore. The amounts shown for Mr. Cullimore were
converted from Swiss francs to U.S. dollars using a 2015 average exchange
rate of 1.040190. |
| | (d) | Other compensation for Mr. Mahe
includes $82,998 (SGD 114,000) paid as a housing allowance, $43,683 (SGD
60,000) paid as a car allowance and $1,476 (SGD 2,028) in insurance
premiums that the Company paid to provide disability and life insurance
benefits to Mr. Mahe. The amounts shown for Mr. Mahe were converted from
Singapore dollars to U.S. dollars using a 2015 average exchange rate of
0.72805. |
| (7) | Amounts shown for Mr.
Cullimore were converted from Swiss francs to U.S. dollars using a 2015
average exchange rate of 1.040190. | |
| (8) | Amounts shown for Mr. Mahe were converted from Singapore
dollars to U.S. dollars using a 2015 average exchange rate of
0.72805. | |

EMPLOYMENT AGREEMENTS

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 19.

During 2015, each named executive officer had an individual employment arrangement with us.

Jeffrey J. Clarke

We have employed Mr. Clarke under an employment agreement effective March 12, 2014, with the scheduled term ending March 12, 2017. Under this employment agreement, Mr. Clarke was eligible for the following in 2015:

●	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 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);
●	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.

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John N. McMullen

We have employed Mr. McMullen under an employment agreement effective June 16, 2014 with no scheduled term ending date. Under this employment agreement, Mr. McMullen was eligible for the following in 2015:

| ● | 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. |

Brad W. Kruchten

We have employed Mr. Kruchten under an emergence employment agreement effective September 3, 2013, with a scheduled term ending date of September 3, 2016. Under this employment agreement, Mr. Kruchten was eligible for the following in 2015:

| ● | An annual base salary of
$465,000; |
| --- | --- |
| ● | Participation in our EXCEL Plan,
with an annual target opportunity of 75% of base salary; |
| ● | A
grant of restricted stock units 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 Cullimore

We have employed Mr. Cullimore under an employment agreement effective January 1, 2011, with an amendment effective January 1, 2013 and a further amendment effective September 3, 2013, with a scheduled term ending date of September 3, 2016. Under this employment agreement, Mr. Cullimore was eligible for the following in 2015:

| ● | 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. |

Eric-Yves Mahe

We 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 2015:

| ● | An annual base salary of SGD
600,000; |
| --- | --- |
| ● | 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
$250,000; |
| ● | 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 practice; and |
| ● | Certain severance benefits, as
described under Individual Termination Arrangements beginning on page
40. |

For more information regarding our EXCEL award program, please see the discussion following Annual Variable Pay: Executive Compensation for Excellence and Leadership (EXCEL) beginning on page 23; and for more information regarding our restricted stock unit and stock option awards, please see Long-Term Incentive Compensation on page 26.

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GRANTS OF PLAN-BASED AWARDS TABLE

The compensation included in the following table reflects our annual variable pay plan (EXCEL) and the equity granted under our 2013 Omnibus Incentive Plan during 2015.

| Name | Award Description | Grant Date | Estimated Future
Payouts Under Non-Equity Incentive Plan Awards (1) — Threshold ($) | Target ($) | Max. ($) (2) | Exercise or Base Price of Option
Awards ($/sh) | Grant Date Fair Value of Stock
and Option Awards ($) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| J.J.
Clarke | EXCEL | | N/A | 1,000,000 | 5,000,000 | | |
| | 2015 NQSO (4) | 3/12/15 | | | 152,207 | 18.46 | 1,000,000 |
| J.N. McMullen | EXCEL | | N/A | 450,000 | 3,000,000 | | |
| | 2015 RSU (3) | 6/16/15 | | | 28,345 | | 500,006 |
| | 2015 NQSO (4) | 6/16/15 | | | 78,493 | 17.64 | 500,000 |
| B.W. Kruchten | EXCEL | | N/A | 348,750 | 2,325,000 | | |
| | 2015 RSU (3) | 9/3/15 | | | 30,524 | | 420,010 |
| | 2015 NQSO (4) | 9/3/15 | | | 73,044 | 13.76 | 420,003 |
| P. Cullimore | EXCEL | -- | N/A | 280,851 | 2,808,513 | | |
| | 2015 RSU (3) | 9/3/15 | | | 7,268 | | 100,008 |
| | 2015 NQSO (4) | 9/3/15 | | | 17,392 | 13.76 | 100,004 |
| E. Mahe | EXCEL | -- | N/A | 218,415 | 2,184,150 | | |
| | | 4/28/15 | | | 6,116 | | 125,011 |
| | 2015 RSU (3) | | | | | | |
| | | 5/12/15 | | | 2,786 | | 50,009 |
| | | 4/28/15 | | | 17,508 | 20.44 | 125,007 |
| | 2015 NQSO (4) | | | | | | |
| | | 5/12/15 | | | 7,003 | 17.95 | 50,001 |

| (1) | The amounts shown for the target
and maximum levels represent the possible payouts for 2015 under EXCEL.
There is no threshold level for EXCEL as the potential payouts can range
from zero to the maximum amount allowable under the plan based on
performance. Amounts actually earned in 2015 are reported in the
Non-Equity Incentive Plan Compensation column of the Summary
Compensation Table. Amounts shown for Mr. Cullimore were converted from
Swiss francs to U.S. dollars using a 2015 average exchange rate of
1.040190. Amounts shown for Mr. Mahe were converted from Singapore dollars
to U.S. dollars using a 2015 average exchange rate of
0.72805. |
| --- | --- |
| (2) | The maximum amounts for EXCEL
represent the maximum payout permitted under the EXCEL Plan in accordance
with the formula established under the Plan and the Administrative Guide
for the 2015 Awards. The maximum EXCEL payout for Covered Employees is the
lesser of: (i) 10% of the EXCEL aggregate award pool (without discretion)
as of March 30, 2015; (ii) 500% of a Covered Employees 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 vest in
substantially equal installments on the first, second and third
anniversaries of the grant date. |
| (4) | The stock options on this line vest in substantially equal
installments on the first, second and third anniversaries of the grant
date. |

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EXCEL: Definitions of Metrics

Metric	Definition
Operational EBITDA	Income (loss) from continuing operations
excluding the provision (benefit) for income taxes; depreciation and
amortization expense; corporate components of pension and OPEB income;
restructuring costs; stock-based compensation expense; change in U.S.
vacation benefits; consulting and other costs; idle costs; indirect costs
previously allocated to discontinued operations; other operating (expense)
income, net (unless otherwise indicated); loss on early extinguishment of
debt; interest expense; other (charges) income, net; reorganization items,
net and; in prior periods, the impact of certain fresh start accounting
adjustments.
Revenue	Revenue as defined by U.S. GAAP excluding
reductions in revenue that will not result in cash payment from
settlements.
Performance Gates	Compliance with financial covenants
contained in the exit financing arrangements, and achievement of
Operational EBITDA for 2015 of at least
$110M.

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OUTSTANDING EQUITY AWARDS AT 2015 FISCAL YEAR-END TABLE (1)

The following table sets forth additional information concerning equity awards held by named executive officers as of December 31, 2015.

| Name | Option
Awards — Number
of Securities Underlying Unexercised Options
(#) Exercisable | Number
of Securities Underlying Unexercised Options
(#) Unexercisable | | Option Exercise Price ($) | Option Expiration Date | Stock
Awards — Number
of Shares or Units of Stock
Held that Have Not Vested (#) (2) | | Market Value of Shares
or Units of Stock
that Have Not Vested ($) (3) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| J.J. Clarke | | 152,207 | (4) | 18.46 | 3/11/2022 | | | |
| | 38,314 | 76,629 | (5) | 27.20 | 3/11/2021 | | | |
| | | | | | | 73,531 | (11) | 922,079 |
| J.N. McMullen | | 78,493 | (6) | 17.64 | 6/15/2022 | | | |
| | | | | | | 53,001 | (12) | 664,633 |
| B.W. Kruchten | | 73,044 | (7) | 13.76 | 9/2/2022 | | | |
| | 17,743 | 35,489 | (8) | 23.78 | 9/2/2021 | | | |
| | | | | | | 51,535 | (13) | 646,249 |
| P. Cullimore | | 17,392 | (7) | 13.76 | 9/2/2022 | | | |
| | 4,224 | 8,451 | (8) | 23.78 | 9/2/2021 | | | |
| | | | | | | 15,898 | (14) | 199,361 |
| E. Mahe | | 7,003 | (9) | 17.95 | 5/11/2022 | | | |
| | | 17,508 | (10) | 20.44 | 4/27/2022 | | | |
| | | | | | | 18,890 | (15) | 236,881 |

| (1) | This table includes only those grants
outstanding as of December 31, 2015. |
| --- | --- |
| (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
$12.54, which was the closing price of our common stock as of December 31,
2015, the last trading day of the year. |
| (4) | This stock option was granted on
March 12, 2015 and the first of three substantially equal installments
vested on March 12, 2016, 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, 2014 and the first two of three substantially equal installments
vested on March 12, 2015 and March 12, 2016, respectively, and the third
installment will vest on the third anniversary of the grant
date. |
| (6) | This stock option was granted on June
16, 2015 and will vest in substantially equal installments on the first,
second and third anniversaries of the grant date. |
| (7) | This stock option was granted on
September 3, 2015 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, 2014 and the first of three substantially equal installments
vested on September 3, 2015, 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 May
12, 2015 and will vest in substantially equal installments on the first,
second and third anniversaries of the grant date. |
| (10) | This stock option was granted on April 28, 2015 and will vest in
substantially equal installments on the first, second and third
anniversaries of the grant date. |

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| (11) | These RSUs were granted on March 12,
2014 and the first two of three substantially equal installments vested on
March 12, 2015 and March 12, 2016, respectively, and the third installment
will vest on the third anniversary of the grant date. |
| --- | --- |
| (12) | 24,656 of these RSUs were granted on
June 16, 2014 and the first of three substantially equal installments
vested on June 16, 2015, and the second and third installments will vest
on the second and third anniversaries of the grant date; and 28,345 of
these RSUs were granted on June 16, 2015 and will vest in substantially
equal installments on the first, second and third anniversaries of the
grant date. |
| (13) | 9,236 of these RSUs were granted on
September 3, 2013 and the first two of three substantially equal
installments vested on September 3, 2014 and September 3, 2015,
respectively, and the third installment will vest on the third anniversary
of the grant date; 11,775 of these RSUs were granted on September 3, 2014
and the first of three substantially equal installments vested on
September 3, 2015, and the second and third installments will vest on the
second and third anniversaries of the grant date; and 30,524 of these RSUs
were granted on September 3, 2015 and will vest in substantially equal
installments on the first, second and third anniversaries of the grant
date. |
| (14) | 5,825 of these RSUs were granted on
September 3, 2013 and the first two of three substantially equal
installments vested on September 3, 2014 and September 3, 2015,
respectively, and the third installment will vest on the third anniversary
of the grant date; 2,805 of these RSUs were granted on September 3, 2014
and the first of three substantially equal installments vested on
September 3, 2015, and the second and third installments will vest on the
second and third anniversaries of the grant date; and 7,268 of these RSUs
were granted on September 3, 2015 and will vest in substantially equal
installments on the first, second and third anniversaries of the grant
date. |
| (15) | 9,988 of these RSUs were granted on April 28, 2014 and the first of
three substantially equal installments vested on April 28, 2015, and the
second and third installments will vest on the second and third
anniversaries of the grant date; 6,116 of these RSUs were granted on April
28, 2015 and will vest in substantially equal installments on the first,
second and third anniversaries of the grant date; and 2,786 of these RSUs
were granted on May 12, 2015 and will vest in substantially equal
installments on the first, second and third anniversaries of the grant
date. |

OPTION EXERCISES AND STOCK VESTED TABLE

| Name | Option
Awards — Number of
Shares Acquired on Exercise (#) | Value
Realized On Exercise ($) | Stock Awards — Number of Shares Acquired on
Vesting (#) | Value Realized On
Vesting (1) ($) |
| --- | --- | --- | --- | --- |
| J.J. Clarke | 0 | 0 | 36,764 | 678,663 |
| J.N. McMullen | 0 | 0 | 12,327 | 217,448 |
| B.W. Kruchten | 0 | 0 | 15,120 | 208,051 |
| P.
Cullimore | 0 | 0 | 7,224 | 99,402 |
| E.
Mahe | 0 | 0 | 4,993 | 102,057 |

(1) This column represents the value of RSUs that vested during 2015, based on the closing stock price on the vesting date.

PART E

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PENSION BENEFITS FOR 2015

The Pension Benefits Table below shows the present value as of December 31, 2015 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, 2015. The assumptions used to calculate the present value of accumulated benefits for each named executive officer are described below.

PENSION BENEFITS TABLE

| Name | Plan Name | Number of Years of Credited Service
(#) | Present Value of Accumulated Benefit
($) | Payments During Last Fiscal Year
($) |
| --- | --- | --- | --- | --- |
| J.J.
Clarke (1) | KRIP KURIP (post-petition) | 1.80 N/A | 27,346 N/A | 0 N/A |
| J.N.
McMullen (2) | KRIP KURIP (post-petition) | 1.54 N/A | 27,915 N/A | 0 N/A |
| B. W.
Kruchten (3) | KRIP KURIP (post-petition) | 33.58 1.62 | 1,681,444 86,692 | 0 0 |
| P. Cullimore (4) | Switzerland Pension | N/A | N/A | N/A |
| E. Mahe (5) | N/A | N/A | N/A | N/A |

| (1) | Mr. Clarke had been employed with us for 1.80 years as of December
31, 2015. His accumulated benefit is the value of his account value under
the cash balance arrangement in KRIP. |
| --- | --- |
| (2) | Mr. McMullen had been employed with us for 1.54 years as of
December 31, 2015. His accumulated benefit is the value of his account
value under the cash balance arrangement in KRIP. |
| (3) | The present value of Mr. Kruchtens 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. Kruchtens 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. |

Tax-Qualified Retirement Plan: 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. KRIPs 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, 1999, including Messrs. Clarke and McMullen. Mr. Kruchten participated in KRIPs traditional defined benefit component.

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 will be made under the cash balance component for all participating employees in an amount equal to 7% of the employees monthly pay, which was previously 4% for cash balance participants. Consequently, future accruals for Mr. Kruchten will be made under that component.

Cash Balance Component Under KRIPs cash balance component, a hypothetical account is established for each participating employee and, for every month the employee works, the employees account is credited with an amount equal to 7% of the employees 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). Prior to January 1, 2015, the cash balance component provided a credit of 4% of an employees monthly pay. In addition, the ongoing balance of the employees account earns interest at the 30-year Treasury bond rate. Before 2015, employees vested in their account balance after completing three years of service. Beginning on January 1, 2015, all active employees were immediately vested. Vested benefits 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.

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Traditional Defined Benefit Component Under the traditional defined benefit component of KRIP, which was frozen as of January 1, 2015, benefits are based upon a participating employees average participating compensation (APC). The plan defines APC as one-third of the sum of the employees 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 employees 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 employees 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.

Non-Qualified Retirement Plan: Kodak Unfunded Retirement Income Plan (KURIP)

Mr. Kruchten 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 Internal Revenue Codes 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 employees termination of employment or death. Upon our emergence from bankruptcy, KURIP was terminated and, as a result, each participating employees 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 employees termination of employment with us (less applicable withholding and subject to compliance with Code Section 409A).

NON-QUALIFIED DEFERRED COMPENSATION FOR 2015

None of our named executive officers have non-qualified deferred compensation.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The 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, 2015.

Potential Benefits upon Termination for Reasons other than Change in Control

Each 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, 2015, pursuant to their employment agreements with us, are described below.

Actual amounts paid or distributed to 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 executives 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 officers 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 agreements, Messrs. Clarke, McMullen and Kruchten will be 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

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(for Mr. Kruchten), disability benefits and accrued vacation pay, 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 2015 beginning on page 38.

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 Employees 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, McMullen and Mahe
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. |
| --- | --- |
| ● | Mr. Cullimore is generally
prohibited for one year after termination of his employment with us from:
(a) soliciting any of our employees to leave employment with us; (b)
soliciting or providing goods or services to any of our customers in
competition with the business of the Company in which he was involved and
(c) being engaged in or concerned in any business concern in competition
with the business of the Company in which he was involved. |

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 officers termination of employment. We may waive any restrictions or accelerate vesting if an executives 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 officers
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 Employees
Agreement. |
| --- | --- |
| ● | Good
reason is generally defined as an adverse change in the named executive
officers 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, McMullen and Mahe 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, McMullen and Mahe 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 Arrangements

Under their employment agreements, Messrs. Clarke, McMullen, Kruchten, Cullimore and Mahe 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,
McMullen and Kruchten, the understanding that severance payments provided
under the employment agreements are in lieu of those provided under our
Termination Allowance Plan. |

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| ● | In the case of Mr. Cullimore, the
understanding that severance payments provided under the employment
agreement are in lieu of those provided under any local severance
provisions offered to other Swiss-based employees. |
| --- | --- |
| ● | 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. |

Jeffrey J. Clarke

Under the terms of his employment agreement effective March 12, 2014, Mr. Clarke will be eligible for certain severance benefits in the event his employment is terminated on or before March 12, 2017. 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. 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 is 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; |
| --- | --- |
| ● | 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 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. Clarke 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 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. At the end of the scheduled term of his employment agreement, Mr. Clarke will be eligible to receive (less applicable withholding and subject to Code Section 409A compliance):

| ● | 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 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. |

John N. McMullen

Under the terms of his employment agreement effective June 16, 2014, Mr. McMullen 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. McMullen 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 is 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; |
| --- | --- |
| ● | 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. |

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Termination by Us for Cause or by the Named Executive Officer without Good Reason. If the employment of Mr. McMullen 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. McMullen 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 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. McMullen 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.

Brad W. Kruchten

Under the terms of his employment agreement, Mr. Kruchten will be eligible for certain severance benefits in the event his employment is terminated on or before September 3, 2016. 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. Kruchten 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 Total Target
Cash Compensation (base salary plus EXCEL target award) for the year his
termination notice is given multiplied by 1.5; |
| --- | --- |
| ● | Continued vesting of his equity
grants in accordance with the terms of such awards 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. Kruchten 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. Kruchten 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.

Philip Cullimore

Under the terms of his employment 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 on or before September 3, 2016. 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 multiplied by 1; |
| --- | --- |
| ● | Mr. Cullimores 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. |

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 Mahe

Under 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:

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Termination by Us without Cause or by the Named Executive Officer with Good Reason. If 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 multiplied by 1; |
| --- | --- |
| ● | Mr. Mahes 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. |

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.

Payment of Nonqualified Deferred Compensation upon Termination

Upon 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 38 and the related discussion following such table for more information.

Potential Benefits upon Change in Control

Under 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, McMullen and Mahe, 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.

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SEVERANCE PAYMENTS TABLE

The table below estimates the incremental amounts payable upon a termination of employment by us under various circumstances as if the named executive officers last date of employment was December 31, 2015, using the closing price of our common stock as of December 31, 2015, which was $12.54, and including all outstanding grants through the assumed last date of employment of December 31, 2015.

| | Termination Without Cause or With
Good Reason (1) ($) | Termination For Cause or Without
Good Reason ($) | Termination Based on
Disability ($) | Termination Based on
Death ($) |
| --- | --- | --- | --- | --- |
| J.J. Clarke | | | | |
| Cash
Severance (2) | 2,000,000 | 0 | 0 | 0 |
| Restricted
Stock/RSUs (3)(4) | 922,079 | 0 | 922,079 | 922,079 |
| Stock
Options (3) | 0 | 0 | 0 | 0 |
| EXCEL (5) | 0 | 0 | 0 | 0 |
| Benefits/Perquisites (6) | 4,500 | 0 | 0 | 0 |
| Total | 2,926,579 | 0 | 922,079 | 922,079 |
| J.N. McMullen | | | | |
| Cash
Severance (2) | 600,000 | 0 | 0 | 0 |
| Restricted
Stock/RSUs (3)(4) | 664,633 | 0 | 664,633 | 664,633 |
| Stock
Options (3) | 0 | 0 | 0 | 0 |
| EXCEL (5) | 0 | 0 | 0 | 0 |
| Benefits/Perquisites (6) | 4,500 | 0 | 0 | 0 |
| Total | 1,269,133 | 0 | 664,633 | 664,633 |
| B.W. Kruchten | | | | |
| Cash
Severance (2) | 1,220,625 | 0 | 0 | 0 |
| Restricted
Stock/RSUs (3)(4) | 646,249 | 0 | 646,249 | 646,249 |
| Stock
Options (3) | 0 | 0 | 0 | 0 |
| EXCEL (5) | 0 | 0 | 0 | 0 |
| KURIP | 86,692 | 86,692 | 86,692 | 86,692 |
| Benefits/Perquisites (6) | 4,500 | 0 | 0 | 0 |
| Total | 1,958,066 | 86,692 | 732,941 | 732,941 |
| P. Cullimore (7) | | | | |
| Cash
Severance (2) | 842,554 | 0 | 0 | 0 |
| Restricted
Stock/RSUs (3)(4) | 199,361 | 0 | 199,361 | 199,361 |
| Stock
Options (3) | 0 | 0 | 0 | 0 |
| EXCEL (5) | 0 | 0 | 0 | 0 |
| Benefits/Perquisites (6) | 0 | 0 | 2,080,380 | 416,076 |
| Total | 1,041,915 | 0 | 2,279,741 | 615,437 |

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| (1) | For Messrs.
Clarke, McMullen and Mahe, good reason includes an involuntary
termination within two years following a change in control. |
| --- | --- |
| (2) | The cash
severance amounts disclosed above were calculated using base salary for
Messrs. Clarke, McMullen 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. McMullen 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 1.0 times
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. |
| (3) | The RSU and stock
option awards have a continued vesting provision for all leaving reasons
except in the case of a termination with cause or without good
reason. |
| (4) | As described
under Potential Benefits upon Change in Control on page 43, 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 estimated value of that accelerated
vesting based on the closing price of our common stock on December 31,
2015 for our NEOs would be $922,079 for Mr. Clarke, $664,633 for Mr.
McMullen, $646,249 for Mr. Kruchten, $199,361 for Mr. Cullimore and
$236,881 for Mr. Mahe. |
| (5) | EXCEL awards for
the 2015 performance period would not be payable to an NEO in the event
that the NEO left us during the 2015 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, 2015 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 $168,000 for Mr.
Clarke, $75,600 for Mr. McMullen, $55,800 for Mr. Kruchten, $15,166 for
Mr. Cullimore and $39,970 for Mr. Mahe. |
| (6) | In the event of
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. In the event of termination due to disability,
each U.S. NEO is eligible to receive benefits under our long-term
disability plan. In 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. Mahes termination due
to disability, he is eligible to receive benefits under our Singapore
insurance policy in the amount of $1,310,490 (SGD 1,800,000). In the event
of Mr. Mahes termination due to death, he is eligible to receive life
insurance benefits under our Singapore insurance policy in the amount of
$873,660 (SGD 1,200,000). In the event of Mr. Cullimores termination due
to disability, he is eligible to receive benefits under our Switzerland
insurance policy in an annual amount of $208,038 (CHF 200,000). The
estimated total amount of such payments to Mr. Cullimore through age 65 in
accordance with the policy is $2,080,380 (CHF 2,000,000), which represents
10 annual payments. In the event of Mr. Cullimores termination due to
death, he is eligible to receive life insurance benefits under our
Switzerland insurance policy in the amount of $416,076 (CHF
400,000). |
| (7) | Amounts shown for
Mr. Cullimore were converted from Swiss francs to U.S. dollars using a
2015 average exchange rate of 1.04019. |
| (8) | Amounts shown for
Mr. Mahe were converted from Singapore dollars to U.S. dollars using a
2015 average exchange rate of 0.72805. |

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DIRECTOR COMPENSATION

Introduction

Historically, our directors have been compensated through a combination of cash retainers and equity. We do not pay employee directors for Board service in addition to their regular employee compensation.

With the implementation 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 amount 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 affiliated with our significant shareholders (Messrs. New and Smith) and as a result they do not receive equity awards. Based upon these considerations, 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 was approved on the recommendation of our compensation consultant, as further described below.

The following was our compensation structure for our non-employee directors until the new director compensation structure was approved by the board during 2015:

| | Board Retainer
($) (1) | Chair Retainer
($) (2) |
| --- | --- | --- |
| Chairman | 100,000 | 20,000 |
| Director (not associated with significant
shareholder) | 100,000 | |
| Director (associated with significant
shareholder) (3) | 180,000 | |
| Audit and Finance Committee Chair | | 20,000 |
| Corporate Governance and Nominating Committee
Chair | | 20,000 |
| Executive Compensation Committee Chair | | 20,000 |

| (1) | All retainer payments were made in equal quarterly installments in
January, April, July and December. |
| --- | --- |
| (2) | Messrs. Continenza, New, Parrett and Smith received a Chair
Retainer in 2015. |
| (3) | This retainer fee amount applied to Messrs. New and
Smith. |

The following new compensation structure for our non-employee directors was approved by the board on August 11, 2015, effective on that date:

		Committee	Equity Value	Total	Additional
		Chair/Board Chair
Fee	($)	Retainer
($)	Grant
in
	Cash Retainer
($) (1)	($)			2015
Mark S. Burgess	100,000		150,000	250,000
James V. Continenza	100,000	50,000	250,000	400,000	75,000
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	75,000
Derek Smith	180,000	20,000		200,000

(1) Cash retainer payments had previously been paid in advance, but under the new director compensation structure approved by the board on August 11, 2015, quarterly cash retainer payments to be paid in arrears. The first quarterly cash retainer paid in arrears was made in December 2015 for the 4 th Quarter.

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2015 Director Compensation Table

Our non-employee directors received the following compensation in 2015:

Name — Mark S. Burgess	100,000		150,002		Total ($) — 250,002
James V. Continenza	120,000	(2)	325,004	(3)	445,004
Matthew A. Doheny	100,000		150,002		250,002
John A. Janitz	100,000		150,002		250,002
George Karfunkel	100,000		150,002		250,002
Jason New	200,000		0		200,000
William G. Parrett	120,000		225,003	(3)	345,003
Derek Smith	200,000		0		200,000

| (1) | The 2015 equity award was granted effective August 11, 2015 as
RSUs. Given that directors had not had an equity grant since December 31,
2013, it was decided that the 2015 equity grant would vest on January 1,
2016. Future equity grants will be made to directors on the fifth trading
day of each calendar year, commencing with 2016, and will vest after one
year unless the Board determines otherwise at the time of grant. The
amounts reported in this column have been calculated in accordance with
FASB ASC Topic 718. |
| --- | --- |
| (2) | Mr. Continenza is entitled to receive a pro-rata portion of his
increased Chair fee for 2015, which will be paid in 2016. |
| (3) | In 2015, an additional one-time grant in the form of RSUs was
awarded to Messrs. Continenza and Parrett ($75,000 each) in recognition of
their efforts on the Board during Kodaks Chapter 11 process and
emergence, as well as their continuing efforts in 2014 as the new
management team was being formed. These RSUs vested on January 1,
2016. |

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 2015:

Aggregate Stock and Option Awards Outstanding at Fiscal Year End

| Name | Restricted Stock Units — Unvested (#) | Vested (#) | Stock
Options — Unvested (#) | Vested (#) |
| --- | --- | --- | --- | --- |
| Mark S.
Burgess | 12,685 | 5,216 | 0 | 0 |
| James V. Continenza | 25,452 | 7,244 | 0 | 0 |
| Matthew A. Doheny | 12,395 | 4,636 | 0 | 0 |
| John A. Janitz | 12,395 | 4,636 | 0 | 0 |
| George Karfunkel | 12,395 | 4,636 | 0 | 0 |
| Jason New | 0 | 0 | 0 | 0 |
| William G. Parrett | 17,432 | 4,636 | 0 | 0 |
| Derek Smith | 0 | 0 | 0 | 0 |

Share Ownership Guidelines

Our 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:

| Title | Target
Share Ownership | Holding
Requirement — Before Target
Met | After Target
Met |
| --- | --- | --- | --- |
| Director | 3X annual cash retainer | None | None |

PART F

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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 restricted stock unit awards granted on August 11, 2015:

| ● | James V. Continenza - 21,827 RSUs
(100%); and |
| --- | --- |
| ● | Matthew A. Doheny - 10,074 RSUs
(100%). |

Expense Reimbursement

We reimburse our directors for reasonable travel expenses incurred in connection with attending Board, Committee and shareholder meetings and other Board business events.

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PROPOSAL 2

PROPOSAL 2 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Our named executive officers are identified in the Compensation Discussion and Analysis 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:

RESOLVED, that the shareholders approve the compensation of Eastman Kodak Companys named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Companys Proxy Statement for the 2016 Annual Meeting of Shareholders (which disclosure includes the Compensation Discussion and Analysis, compensation tables and related narrative discussion).

As discussed in the Compensation Discussion and Analysis, we 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 2015 was appropriate and aligned with our performance results and strategic plan.

In order to be approved on an advisory basis, this proposal must receive the affirmative vote of the majority of votes cast. 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.

The Board of Directors recommends you vote FOR the advisory resolution approving the compensation of our named executive officers as described in the Compensation Discussion and Analysis, compensation tables and related narrative discussion.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

BENEFICIAL SECURITY OWNERSHIP OF MORE THAN 5% OF THE COMPANYS COMMON SHARES

The table below presents certain information as of March 30, 2016 regarding the persons known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock, with percentages based on 42,100,993 shares outstanding.

	Number of Common Shares	Percent of Class
Name and Address of Beneficial Owner	Beneficially Owned	Beneficially
Owned
Blackstone Holdings I L.P., et al
c/o The Blackstone Group L.P.
345 Park Avenue
New York, New York 10154	8,938,916 (1)	21.2%
BlueMountain Capital Management, LLC, et al
280 Park Avenue, 12th Floor
New York, New York 10017	7,960,764 (2)	18.9%
Moses Marx
160 Broadway
New York, New York 10038	5,277,832 (3)	12.5%
Franklin Mutual Advisers, LLC
101 John F. Kennedy Parkway
Short Hills, NJ 07078-2789	3,825,309 (4)	9.1%
The George Karfunkel 2007 Grantor Retained Annuity Trust
#1
The George Karfunkel 2007 Grantor Retained Annuity Trust
#2
430 East 57 th Street
New York, New York 10022	2,341,830 (5)	5.6%

| (1) | Blackstone Holdings I L.P. reports sole voting and
dispositive power with respect to 6,662,505 shares of our common stock.
Based on a closing price of $13.74 per share of our common stock on
November 9, 2015, the amount shown 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 the reporting persons but that cannot be settled for shares of
our common stock pursuant to the terms thereof. This information is based
on Amendment No. 4 to Schedule 13D filed with the SEC on November 10, 2015
by Blackstone Holdings I L.P. |
| --- | --- |
| (2) | BlueMountain Capital Management, LLC serves as
investment manager to various funds and reports shared voting and
dispositive power with respect to 7,449,406 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. 2 to Schedule 13D filed with the SEC on December
2, 2014 by BlueMountain Capital Management, LLC. |
| (3) | Moses Marx reports sole voting and dispositive power
over 3,139,741 shares, or 7.5%, of our common stock held by Momar
Corporation, of which Mr. Marx serves as president, and 1,504,449 shares
held by United Equities Commodities Company, a private investment company
of which Mr. Marx is a 99% general partner. The amount shown also includes
246,574 shares held directly by Mr. Marx, 85,000 shares held by 111 John
Realty Corp., in which Mr. Marx and his spouse hold a 50% interest, 6,030
shares held by Marneau Holding Company, in which Mr. Marx holds a direct
and indirect 75% interest and an aggregate of 296,038 net-share settled
warrants to purchase shares of our common stock. This information is based
on the Schedule 13D filed jointly by Mr. Marx and Momar Corporation on
September 13, 2013 and subsequent Section 16 reports filed with the SEC by
Mr. Marx. |
| (4) | Franklin Mutual Advisers, LLC reports sole voting and
dispositive power with respect to all 3,825,309 shares. Franklin Mutual
Quest Fund, a series of Franklin Mutual Series Funds and an investment
company registered under the Investment Company Act of 1940, has an
interest in all 3,825,309 shares (including 97,164 net-share settled
warrants to purchase shares of our common stock). This information is
based on Amendment No. 1 to Schedule 13G filed with the SEC on February 2,
2016 by Franklin Mutual Advisers, LLC, reporting beneficial ownership as
of December 31, 2015. |
| (5) | The George Karfunkel 2007 Grantor Retained Annuity Trust

1 (Trust #1), the George Karfunkel 2007 Grantor Retained Annuity Trust #2

(Trust #2), and Jay M. Miller, the trustee of Trust #1 and Trust #2, have
sole voting and dispositive power with respect to 2,189,078 shares and
152,752 net-share settled warrants to purchase shares of our common stock.
This information is based on the Schedule 13D filed with the SEC on
September 13, 2013 by Trust #1 and Trust #2. |

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BENEFICIAL SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The table below presents certain information as of March 30, 2016 regarding shares of our common stock held by our directors (who are also our director nominees), each of our named executive officers and all directors and executive officers as a group.

| | Number of
Common Shares — Beneficially Owned on | | Percent of
Class |
| --- | --- | --- | --- |
| Name of Beneficial
Owner | March 30,
2016 (1)(3) | | Beneficially
Owned (1)(2)(3) |
| Directors | | | |
| Mark S. Burgess | 12,682 | (4) | -- |
| Jeffrey J. Clarke (5) | 196,130 | (6) | -- |
| James V. Continenza | 0 | (7) | -- |
| Matthew A. Doheny | 0 | (8) | -- |
| John A. Janitz | 14,710 | | -- |
| George Karfunkel | 1,382,774 | (3)(9) | 3.3% |
| Jason New | (10) | | -- |
| William G. Parrett | 19,747 | | -- |
| Derek Smith | (11) | | -- |
| Named Executive
Officers | | | |
| Philip Cullimore | 10,047 | (12) | -- |
| Brad W. Kruchten | 34,463 | (3)(13) | -- |
| Eric-Yves Mahe | 20,122 | (14) | -- |
| John N. McMullen | 6,508 | | -- |
| All directors and executive officers as a group (18
persons, including the
above) | 1,755,738 | (15) | 4.1% |

| (1) | 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 individuals 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 options or warrants. Shares that may be acquired within
60 days are referred to in the footnotes to this table as presently
exercisable options, presently exercisable warrants or RSU awards that
vest on a specific date. Percentages are based on 42,100,993 shares
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) | We have omitted percentages of less than 1% from the
table. |
| (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 2,608 shares of phantom stock credited
to his account under the Deferred Compensation Plan for
Directors. |
| (5) | Mr. Clarke is also an NEO. |
| (6) | The amount shown includes a presently exercisable option
to purchase 127,363 shares of our common stock. |
| (7) | Mr. Continenza has 29,071 shares of phantom stock
credited to his account under the Deferred Compensation Plan for
Directors. |

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| (8) | Mr. Doheny has 14,710 shares of phantom stock credited
to his account under the Deferred Compensation Plan for
Directors. |
| --- | --- |
| (9) | The amount shown includes presently exercisable warrants
as follows: 125% Warrants to purchase 25,057 shares of our common stock
and 135% Warrants to purchase 25,057 shares of our common
stock. |
| (10) | Certain funds or accounts managed, advised or
sub-advised by GSO Capital Partners LP (GSO) own beneficial interests in
our company, including the shares of common stock and warrants reported by
Blackstone Holdings I L.P. in the table Beneficial Security Ownership of
More than 5% of the Companys Common Shares. GSO makes investment
decisions through committees composed of senior managing directors and
senior management. Mr. New is a Senior Managing Director of GSO. Mr. New
disclaims beneficial ownership of these shares. |
| (11) | Various private funds managed by BlueMountain Capital
Management, LLC (BlueMountain) hold the 7,960,764 shares (inclusive of
warrants) reported in the table Beneficial Security Ownership of More
than 5% of the Companys Common Shares. Each fund has delegated voting
and investment power of its investments, including the 7,960,764 shares,
to BlueMountain, which is exercised by BlueMountains Investment
Committee. Mr. Smith is a member of the Investment Committee. |
| (12) | The amount shown includes a presently exercisable option
to purchase 4,224 shares of our common stock. |
| (13) | The amount shown includes 90 shares of our common stock
held by Mr. Kruchtens spouse; a presently exercisable option to purchase
17,773 shares; and presently exercisable warrants as follows: Mr.
Kruchten: 125% Warrants to purchase 943 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. |
| (14) | The amount shown includes RSUs, which convert into
common stock on a one-for-one basis, which will vest on April 28, 2016
(7,031) and May 12, 2016 (928); and presently exercisable options to
purchase 8,169 shares of our common stock. |
| (15) | The amount shown also includes presently exercisable
options and presently exercisable warrants for executive officers who are
not NEOs as follows: options to purchase an aggregate of 30,745 shares of
our common stock; 125% Warrants to purchase an aggregate of 1,102 shares
of our common stock and 135% Warrants to purchase an aggregate of 1,102
shares of our common stock. |

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 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 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 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 2015, except for Mr. Continenza and Mr. Doheny, both directors, who each filed one late report disclosing one transaction; Mr. McMullen, an executive officer, who filed one late report disclosing four transactions; Mr. Kruchten, an executive officer, who filed one late report disclosing one transaction by his spouse; Moses Marx, a greater than 10% owner of our common stock, who filed one late report disclosing nine transactions; Blackstone Group L.P. and related entities, which filed one late report disclosing distributions made pursuant to the First Amended Joint Plan of Reorganization of Eastman Kodak Company; and BlueMountain Capital Management, LLC and related entities, which filed one late report disclosing distributions made pursuant to the First Amended Joint Plan of Reorganization of Eastman Kodak Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INTERESTED 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://ek.client.shareholder.com/supporting.cfm, our Governance Committee reviews the material facts of all interested transactions that require the committees 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 persons 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.

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Under the Boards 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 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 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 persons 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 persons home (other than a tenant or employee).

The Board will 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 persons only relationship is as an employee (other
than an executive officer), director or beneficial owner of less than 10%
of that companys shares, if the aggregate amount involved does not exceed
the greater of $1 million or 2% of that companys total annual revenues. |
| ● | Any charitable contribution, grant
or endowment by our company to a charitable organization, foundation or
university with which a related persons 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 organizations total annual receipts. |
| ● | Any transaction where the related
persons 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 meetings. We were party to the following interested transaction with amounts exceeding $120,000 with related parties occurring since the beginning of 2015 as follows:

| ● | Dolores Kruchten, Director of
Eastman Business Park since August 2015, is the spouse of our named
executive officer, Brad Kruchten. There is no employment reporting
relationship between Mr. Kruchten and Ms. Kruchten. In 2015, Ms. Kruchten
earned $213,219 in total compensation, which included a sign-on grant of
restricted stock units with a grant date fair value of $100,000. |
| --- | --- |
| ● | Messrs. Karfunkel, New and Smith,
each of whom is a current director, are principals of or affiliated with
entities that hold an equity interest in our company 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 hold 5.6% of our outstanding common
stock. Mr. New is a Senior Managing Director of The Blackstone Group L.P.;
Blackstone Holdings I L.P. holds 21.2% of our outstanding common stock.
Mr. Smith is a Managing Partner and Co-Chief Investment Officer at
BlueMountain Capital Management, LLC, which holds 18.9% of our outstanding
common stock. |

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PRINCIPAL ACCOUNTING FEES AND SERVICES

AUDIT AND NON-AUDIT FEES

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 2015 and 2014.

Type of Service (in millions)	2015	2014
Audit Fees	$3.90	$5.0
Audit-Related Fees	1.90	0.10
Tax Fees	0.04	0.10
All Other Fees	0.00	0.00
Total	$5.84	$5.20

The audit fees 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 Reports 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-related fees for 2015 and 2014 related to assurance and related services.

Tax fees in 2015 were for tax compliance and consulting services, and in 2014 were for tax compliance services.

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 committees 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 accountants 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.

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 Committees 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.

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PROPOSAL 3

PROPOSAL 3 - RATIFICATION OF THE AUDIT AND FINANCE COMMITTEES SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP has been our independent registered public accounting firm for many years. The Audit and Finance Committee has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm to serve a one-year term beginning on the date of the Annual Meeting.

A representative of PricewaterhouseCoopers LLP is expected to attend the Annual Meeting to respond to questions and, if he or she desires, make a statement.

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 PricewaterhouseCoopers LLP is not ratified, the Audit and Finance Committee will review its future selection of an independent registered public accounting firm.

The ratification of the Audit and Finance Committees selection of PricewaterhouseCoopers LLP requires the affirmative vote of a majority of the votes cast.

The Board of Directors recommends a vote FOR ratification of the Audit and Finance Committees selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

By Order of the Board of Directors Sharon E. Underberg General Counsel, Secretary, and Senior Vice President April 11, 2016

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ANNUAL MEETING INFORMATION

DIRECTIONS TO 2016 ANNUAL MEETING Location

Sheraton Atlanta Hotel 165 Courtland Street NE Atlanta, GA 30303

Directions

From Hartsfield Jackson International Airport - Follow the signs for I-85 North. - Take exit number 248C Andrew Young International Boulevard /GA Aquarium /Centennial Olympic Park. - Go to the second traffic light and turn left onto Andrew Young International Boulevard. - Go to the second traffic light and turn left onto Courtland Street.

The hotel entrance will be the second driveway on the left.

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EXHIBIT A

RECONCILIATION OF NON-GAAP MEASURES

In this Proxy Statement, we provide information regarding Operational EBITDA and revenue growth on a constant currency basis. These measures are non-GAAP financial measures. 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 these non-GAAP measures represent important internal measures of performance. We provide these measures 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 millions

| Operational
EBITDA | Year Ended December 31, 2015 — $ 122 | |
| --- | --- | --- |
| All
other | 5 | |
| Depreciation and
amortization | (145 | ) |
| Corporate
components of pension and OPEB income (1) | 133 | |
| Restructuring
costs and other | (38 | ) |
| Stock-based
compensation | (18 | ) |
| Change in U.S.
vacation benefits (4) | 17 | |
| Consulting and
other costs (2) | (13 | ) |
| Idle Costs
(3) | (3 | ) |
| Costs previously
allocated to discontinued operations | (1 | ) |
| Other operating
expense, net excluding gain related to Unipixel termination (5) | (5 | ) |
| Interest
expense | (63 | ) |
| Other charges,
net | (21 | ) |
| Reorganization
items, net | (5 | ) |
| Loss from
continuing operations before income taxes | (35 | ) |
| Provision for
income taxes | 32 | |
| Loss from
continuing operations | (67 | ) |
| (Loss) earnings
from discontinued operations, net of income taxes | (8 | ) |
| Net
loss | (75 | ) |
| Less: Net income
attributable to noncontrolling interests | 5 | |
| Net Loss
attributable to Eastman Kodak Company (GAAP basis) | $ (80 | ) |

| (1) | 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. |
| --- | --- |
| (2) | Consulting and other costs are primarily related to
professional services provided for corporate strategic initiatives in the
current year periods. The prior year periods primarily represent the cost
of AlixPartners filling interim executive positions which are not captured
within Reorganization items, net as well as consulting services provided
by former executives during transitional periods. |
| (3) | 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. |
| (4) | In the fourth quarter of 2015, Kodak changed the timing
of when U.S. employees earn their vacation benefits which reduced the
related accrual as of December 31, 2015. |
| (5) | In 2015 a $3 million gain was recognized related to
assets that were acquired for no monetary consideration as a part of the
termination of the relationship with Unipixel. The gain was reported in
Other operating (income) expense, net in the Consolidated Statement of
Operations. Other operating (income) expense, net is typically excluded
from the segment measure. However, this particular gain was included in
the Micro 3D Printing and Packaging segments earnings in
2015. |

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The following table reconciles the change in Software and Solutions Division revenues on a constant currency basis to the most directly comparable GAAP measure of total segment revenue for the twelve months ended December 31, 2015, and 2014, respectively:

| | | | | FY 2014 | $ Change
in | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | Total | Revenues on
a | | | |
| | FY 2015 | | FY 2015 | Segment | Constant | | $ Change
in | % Change
in |
| | Revenues
on | Impact of | Total
Segment | Revenue as | Currency | % Change
in | Total
Segment | Total
Segment |
| | a Constant | Foreign | Revenue as | Reported | Basis vs
FY | Revenues on
a | Revenues
as | Revenues
as |
| | Currency | Exchange | Reported | (GAAP | 2014 | Constant | Reported | Reported |
| | Basis | (6) | (GAAP Basis) | Basis) | As Reported | Currency Basis | (GAAP Basis) | GAAP Basis) |
| Software and Solutions | $121 | $(9) | $112 | $108 | $13 | 12% | $4 | 4% |

The following table reconciles the change in KODAK PROSPER revenues on a constant currency basis to the most directly comparable GAAP measure of total revenue for the twelve months ended December 31, 2015, and 2014, respectively:

| KODAK PROSPER revenues on a constant
currency basis | FY 2015 — $ 84 | $ | 60 | % Change — 40 % |
| --- | --- | --- | --- | --- |
| Impact of foreign exchange (6) | (3 | ) | - | |
| KODAK PROSPER revenues as reported (GAAP
Basis) | $ 81 | $ | 60 | 35 % |

(6) The impact of foreign exchange represents the 2015 foreign exchange impact using average foreign exchange rates for 2014 rather than the actual exchange rates in effect for the respective period in 2015.

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IMPORTANT ANNUAL MEETING INFORMATION

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.

ADMISSION TICKET

| Electronic Voting Instructions |
| --- |
| You can vote by internet
or telephone! Available 24 hours a day, 7 days a week! |
| 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. |
| Proxies submitted by the
internet or telephone must be received by 1:00 a.m., Eastern Time, on May
24, 2016. |

| ● | Vote by
Internet ● Log on to the Internet and go to www.envisionreports.com/KODK ● Follow the steps outlined on the secured
website. |
| --- | --- |
| ● | Vote by
telephone ● Within USA, US territories & Canada,
call toll free 1-800-652-VOTE (8683) on a touch tone telephone. There is NO CHARGE to you for the
call. ● Outside 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

▼ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

A Proposals The Board of Directors recommends a vote FOR each of the nominees listed in Proposal 1 and FOR Proposals 2 and 3.

| 1.
Election of Directors: | For | Against | Abstain | | For | Against | Abstain | | For | Against | Abstain |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 01 - Mark S. Burgess | ☐ | ☐ | ☐ | 02 -
Jeffrey J. Clarke | ☐ | ☐ | ☐ | 03 -
James V. Continenza | ☐ | ☐ | ☐ |
| 04 - Matthew A. Doheny | ☐ | ☐ | ☐ | 05 -
John A. Janitz | ☐ | ☐ | ☐ | 06 -
George Karfunkel | ☐ | ☐ | ☐ |
| 07 - Jason New | ☐ | ☐ | ☐ | 08 -
William G. Parrett | ☐ | ☐ | ☐ | 09 -
Derek Smith | ☐ | ☐ | ☐ |

		For	Against	Abstain
2.	Advisory Vote to approve the
compensation of our named executive officers.	☐	☐	☐	3.	Ratification of the Audit and
Finance Committees selection of PricewaterhouseCoopers LLP as our independent
registered public accounting firm.	☐	☐	☐

B Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below

| 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. — Date
(mm/dd/yyyy) Please print date below. |
| --- |
| / / |

IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.

02BPQG

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Eastman Kodak Company 2016 Annual Meeting Tuesday, May 24, 2016 at 9:00 a.m., Eastern Time, Sheraton Atlanta Hotel, 165 Courtland Street NE, Atlanta, GA 30303

ADMISSION If you vote by internet or telephone, please follow the instructions you will be given for requesting admission to the Meeting. If you vote by mail, to request admission, please check the appropriate box on the proxy card, and return it in the enclosed envelope. Please remove the attached 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 is not 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.

NOTICE OF THE 2016 ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders of Eastman Kodak Company will be held on Tuesday, May 24, 2016 at 9:00 a.m., Eastern Time at the Sheraton Atlanta Hotel, 165 Courtland Street NE, Atlanta, GA 30303. 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 Committees 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. |

The Board of Directors recommends you vote FOR each of the nominees listed in Proposal 1 and FOR Proposals 2 and 3.

If you held your shares at the close of business on March 30, 2016, you are entitled to vote at the Annual Meeting.

We follow the Securities and Exchange Commission 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 14650-0251, (585) 724-4053, e-mail: [email protected].

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. Underberg General Counsel, Secretary and Senior Vice President Eastman Kodak Company April 11, 2016

▼ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

Proxy Eastman Kodak Company

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The shareowner(s) whose signature(s) appear(s) on the reverse side of this Proxy hereby appoint(s) James V. Continenza and Sharon E. Underberg, 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 2016 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 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 FOR DIRECTOR: Mark S. Burgess, Jeffrey J. Clarke, James V. Continenza, Matthew A. Doheny, John A. Janitz, George Karfunkel, Jason New, William G. Parrett, Derek Smith.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR EACH OF THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 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 each of the nominees for director;

2. FOR the Advisory Vote to approve the compensation of our named executive officers; and

3. FOR the ratification of the Audit and Finance Committees selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

C Non-Voting Items

Meeting Attendance
I plan to attend
the Annual Meeting.	I plan to bring a
guest.

IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.

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EASTMAN KODAK CO

1 (Trust #1), the George Karfunkel 2007 Grantor Retained Annuity Trust #2

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