Equity Award Vesting and Retirement Agreement between Eastman Kodak Company and Daniel A. Carp

Summary

This letter agreement from Eastman Kodak Company to Daniel A. Carp confirms that, upon his retirement on January 1, 2006, he will retain all his equity awards, including stock options, restricted stock, and restricted stock units. The agreement also states that any remaining restrictions on his restricted stock or units will end at retirement, ensuring he does not forfeit any awards. The agreement is issued by the Executive Compensation and Development Committee of the Board of Directors.

EX-10.1 2 exhibit101.txt EXHIBIT (10.1) Exhibit (10.1) May 10, 2005 Mr. Daniel A. Carp Chairman and Chief Executive Officer Eastman Kodak Company 343 State Street Rochester, NY 14650 Dear Dan: The purpose of this letter is to inform you that the Executive Compensation and Development Committee (the "Committee") of the Board of Directors of Eastman Kodak Company (the "Company") has granted "permitted and approved reason" status for all equity awards, including all stock options, restricted stock and restricted stock units, including awards under the Company's Performance Stock Program, held by you or for your account, and for purposes of any award to be paid to you under the Company's Leadership Stock Program or Performance Stock Program, upon your retirement from the Company on January 1, 2006. This means that you will not forfeit any of your equity awards as a result of your retirement on January 1, 2006. In addition, the Committee has determined that any remaining restriction periods on your restricted stock or restricted stock units will terminate as of the date of your retirement. Congratulations on a long and successful career at the Company. I wish you all the best for the future. Sincerely, /s/ Timothy M. Donahue Timothy M. Donahue Timothy M. Donahue, Chairman, Executive Compensation and Development Committee EASTMAN KODAK COMPANY 343 STATE STREET ROCHESTER, NEW YORK 14650 TEL ###-###-####