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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 13 or 15(d) of
The Securities Exchange Act Of 1934
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits, or other portions of its Annual Report on Form 10-K for
the year ended December 31, 1993 as set forth below:
1. Exhibit (10) R., George M. C. Fisher Employment Agreement dated
October 27, 1993, is amended by adding the following documents, all of
which are attached hereto:
$4,000,000 Promissory Note dated November 2, 1993
$4,284,400 Promissory Note dated November 2, 1993
Notice of Award of Restricted Stock dated November 11, 1993
Notice of Award of Incentive Stock Options dated November 11, 1993
Notice of Award of Non-Qualified Stock Options dated November 11, 1993
First Amendment to Notice of Award of Non-Qualified Stock Options dated
November 11, 1993
Amendment No. 1 to Employment Agreement dated as of April 4, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Eastman Kodak Company
(Registrant)
C. Michael Hamilton
General Comptroller
Date: April 11, 1994
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Promissory Note
$4,000,000 November 2, 1993
For value received, the undersigned George M. C. Fisher (the "Borrower")
promises to pay to the order of Eastman Kodak Company (the "Lender") the
principal amount of $4,000,000 on November 2, 1998, and to pay interest on
the unpaid balance of such principal amount at the rate of 4.86% per year,
compounded semi-annually (an effective rate of 4.92% per year), until paid in
full, such interest to be payable on November 2, 1998.
This note may be prepaid in whole or in part at any time, together with
accrued and unpaid interest on the amount being prepaid, without premium or
penalty.
This note is being delivered pursuant to the provisions of an employment
agreement dated October 27, 1993 between the Borrower and the Lender and
shall be forgiven (including accrued interest) as provided in Section 7(b) of
such agreement, subject to the conditions of such section.
This note shall be governed by and construed in accordance with the laws
of the State of New York without reference to principles of conflict of laws.
The Borrower hereby waives presentment, demand, protest and notice of
dishonor.
George M. C. Fisher
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Promissory Note
$4,284,400 November 2, 1993
For value received, the undersigned George M. C. Fisher (the "Borrower")
promises to pay to the order of Eastman Kodak Company (the "Lender") the
principal amount of $4,284,400 on November 2, 1998, and to pay interest on
the unpaid balance of such principal amount at the rate of 4.86% per year,
compounded semi-annually (an effective rate of 4.92% per year), until paid in
full, such interest to be payable on November 2, 1998.
This note may be prepaid in whole or in part at any time, together with
accrued and unpaid interest on the amount being prepaid, without premium or
penalty.
This note is being delivered pursuant to the provisions of an employment
agreement dated October 27, 1993 between the Borrower and the Lender and
shall be forgiven (including accrued interest) as provided in Section 7(c) of
such agreement, subject to the conditions of such section.
This note shall be governed by and construed in accordance with the laws
of the State of New York without reference to principles of conflict of laws.
The Borrower hereby waives presentment, demand, protest and notice of
dishonor.
George M. C. Fisher
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NOTICE OF AWARD OF RESTRICTED STOCK
GRANTED TO GEORGE M.C. FISHER
EFFECTIVE NOVEMBER 11, 1993
PURSUANT TO THE
EASTMAN KODAK COMPANY 1990 OMNIBUS LONG-TERM
COMPENSATION PLAN
1. Background. Under Section 10 of the 1990 Omnibus Long-
Term Compensation Plan (the "Plan"), the Compensation
Committee may, among other things, award restricted
shares of the Company's Common Stock to those Key
Employees as the Committee in its discretion may
determine, subject to such terms, conditions and
restrictions as it deems appropriate.
2. Award. On November 11, 1993, the Committee granted, to
George M.C. Fisher (the "Participant") an Award of
twenty thousand (20,000) restricted shares of Common
Stock ("Restricted Shares"). This Award is granted
under the Plan, subject to the terms and conditions of
the Plan and those set forth in this Award Notice.
3. Terms and Conditions of Restricted Shares. The
following terms and conditions shall apply to
Restricted Shares:
(a) Issuance. The Restricted Shares awarded hereunder
to the Participant shall be promptly issued and a
certificate(s) for such shares shall be issued in
the Participant's name. The Participant shall
thereupon be a shareowner of all the shares
represented by the certificate(s). As such, the
Participant shall have all the rights of a
shareowner with respect to such shares, including
but not limited to, the right to vote such shares
and to receive all dividends and other
distributions (subject to Section "3(b)") paid
with respect to them, provided, however, that the
shares shall be subject to the restrictions in
Section "3(d)." The stock certificates
representing the Restricted Shares shall be
imprinted with a legend stating that the shares
represented thereby are restricted shares subject
to the terms and conditions of this Award Notice
and, as such, may not be sold, exchanged,
transferred, pledged, hypothecated, or otherwise
disposed of except in accordance with this Award
Notice. Each transfer agent for the Common Stock
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shall be instructed to like effect in respect of
such shares. In aid of such restrictions, the
Participant shall immediately upon receipt of the
certificate(s) therefor, deposit such certificate(s)
together with a stock power or other like instrument
of transfer, appropriately endorsed in blank, with an
escrow agent designated by the Committee, which may
be the Company, under a deposit agreement containing
such terms and conditions as the Committee shall
approve, the expenses of such escrow to be borne by the
Company.
(b) Stock Splits, Dividends, etc. If under Section
"18" of the Plan, entitled "Adjustment of
Available Shares," the Participant, as the owner
of the Restricted Shares, shall be entitled to
new, additional, or different shares of stock or
securities, the certificate or certificates for,
or other evidences of, such new, additional, or
different shares or securities, together with a
stock power or other instrument of transfer
appropriately endorsed, shall be imprinted with a
legend as provided in Section "3(a)" above,
deposited by the Participant under the deposit
agreement provided for therein, and subject to the
restrictions provided for in Section "3(d)" below.
(c) Restricted Period. The term "Restricted Period"
with respect to the Restricted Shares shall mean
the period beginning on November 11, 1993 and
ending on October 26, 1998.
(d) Restriction on Restricted Shares. The restrictions
to which the Restricted Shares are subject are:
(i) Nonalienation. During the Restricted Period,
none of the Restricted Shares shall be sold,
exchanged, transferred, pledged, hypothecated,
or otherwise disposed of except by will or the
laws of descent and distribution. Any attempt
by the Participant to dispose of his shares
in any such manner shall result in the immediate
forfeiture of such shares and any other shares
then held by the designated escrow agent on the
Participant's behalf.
(ii) Continuous Employment. Except as provided in
Section "3(e)" below, if the Participant's
employment is terminated pursuant to Section
11(c) or 11(f) of the Employment Agreement
between the Participant and the Company dated
October 27, 1993 (the "Employment Agreement")
at any time before the Restriction Period
ends, he shall immediately forfeit all of the
Restricted Shares then held on his behalf by
the designated escrow agent.
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(e) Lapse of Restrictions. The restrictions set forth
in Section "3(d)" above, with respect to the
Restricted Shares held by the designated escrow
agent on behalf of the Participant, will lapse
upon the earlier of:
(i) The expiration of the Restriction Period; or
(ii) The date of the Participant's termination of
employment under Section 11(a), 11(b), 11(d)
or 11(e) of the Employment Agreement.
4. Noncompetition. Section 20 of the Plan, entitled
"Noncompetition Provision," shall not apply to the
grant of the Restricted Shares.
5. Withholding. The Company, or the designated escrow
agent at the request of the Company, shall be entitled
to deduct from the Restricted Shares the amount of all
applicable income and employment taxes required to be
withheld unless the Participant makes other
arrangements with the Company for the timely payment of
such taxes.
6. Definitions. Any defined term used in this Award
Notice shall have the same meaning for purposes of this
document as that ascribed to it under the terms of the
Plan.
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NOTICE OF AWARD OF INCENTIVE STOCK OPTIONS
GRANTED TO GEORGE M.C. FISHER
NOVEMBER 11,1993
PURSUANT TO THE
EASTMAN KODAK COMPANY 1990 OMNIBUS LONG-TERM
COMPENSATION PLAN
1. Background. Under Sections 8 of the 1990 Omnibus Long-
Term Compensation Plan (the "Plan"), the Compensation
Committee may, among other things, award Incentive
Stock Options, within the meaning of Section 422 of the
Internal Revenue Code of 1986, of the Company's Common
Stock to those Key Employees as the Committee in its
discretion may determine, subject to such terms,
conditions and restrictions as it deems appropriate.
2. Award. On November 11, 1993, the Committee granted to
George M.C. Fisher (the "Participant") an Award of
seven thousand nine hundred and ten (7,910) incentive
stock options of Common Stock. This Award is granted
under the Plan, subject to the terms and conditions of
the Plan and those set forth in this Award Notice.
3. Terms and Conditions of Incentive Stock Options. The
following terms and conditions shall apply to the Award
of incentive stock options:
(a) Option Price. The option price shall be Sixty
Three and 19/100 Dollars ($63.19).
(b) Duration of Option. Each option shall expire at
the close of business on November 10, 2003, unless
sooner terminated or exercised in full in
accordance with the terms and conditions of this
Award Notice and the Plan.
(c) Vesting of an Option. The options shall vest in
accordance with the following schedule:
1582 on November 11, 1994
1582 on November 11, 1995
1582 on November 11, 1996
1582 on November 11, 1997
1582 on November 11, 1998
Once vested, the options may be exercisable by the
Participant regardless of whether any other options he has been
granted by the Company remain exercisable. Options may be
exercised by written notice to the Company stating the number of
shares with respect to which the option is being exercised.
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(d) Payment of Option Price. The option price for the
shares for which an option is exercised by the
Participant shall be paid by the Participant on
the date the option is exercised in cash, in
shares of Common Stock owned by the Participant,
or a combination of the foregoing. Any share of
Common Stock delivered in payment of the option
price shall be valued at its "fair market value."
For purposes of this subparagraph, "fair market
value" shall mean the opening price of the Common
Stock on the New York Stock Exchange on the date
of exercise; provided, however, if the Common
Stock is not traded on such date, then the opening
price on the immediately preceding date on which
Common Stock is traded shall be used.
(e) Withholding. The Participant may pay the amount
of taxes required to be withheld upon exercise of
his options by (i) delivering a check made payable
to the Company; or (ii) delivering to the Company
at the time of such exercise shares of Common
Stock having a "fair market value," as determined
in accordance with Paragraph "3(d)" above, equal
to the amount of such withholding taxes.
(f) Rights as a Shareholder. The Participant shall
not have any of the rights of a shareholder with
respect to the shares of Common Stock covered by
an option except to the extent one or more
certificates for such shares shall be delivered to
him upon the exercise of such option.
(g) Termination of Employment. Notwithstanding
Paragraphs "3(c)" hereof to the contrary, if the
Participant dies, becomes Disabled, Retires, or
terminates employment for an Approved Reason prior
to November 10, 2003, all of the incentive stock
options granted to him hereunder shall immediately
become exercisable and vested in full and shall
continue to be exercisable until November 10, 2003
or, if sooner, their exercise in full. If the
Participant's employment is terminated for any
reason other than death, Disability, Retirement or
an Approved Reason, any portion of the options
exercisable at the time of such termination shall
not be exercisable beyond the 60th day following
the date of his termination of employment and any
portion of the options not exercisable at the time
of the Participant's termination shall be
immediately forfeited.
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4. Definitions.
(a) Any defined term used in this Award Notice, other
than those set forth in Paragraph "4(b)" below,
shall have the same meaning for purposes of this
document as that ascribed to it under the terms of
the Plan.
(b) The following definitions shall apply to this
Award Notice:
(i) Approved Reason. Termination for an
"Approved Reason" shall include, without
limitation, a Termination Without Cause or
Constructive Termination Without Cause under
Section 11 (d) of the Employment Agreement
between the Participant and the Company dated
as of October 27, 1993 (the "Employment
Agreement") or a Termination of Employment
Following a Change in Control under Section
11 (e) of the Employment Agreement. Without
limiting the foregoing, other terminations
will also be identified as an "Approved
Reason" if, in the opinion of the
Compensation Committee, it is in the best
interest of the Company to do so. An
"Approved Reason" exists when a Participant
terminates employment (A) due to involuntary,
positive reasons, e.g., a reduction in
force or the divestiture of a unit of the
Company, or (B) under certain voluntary
circumstances, the individual nature of which
needs to be assessed. The nature of these
circumstances would involve an overall
positive record, with a recommendation for
approval from unit management.
(ii) Disability. "Disability" shall have the same
meaning as ascribed to it under Section 1(h)
of the Employment Agreement.
(iii) Retirement. The occurrence of the
Participant's Retirement shall be determined
in accordance with the provisions of the
Kodak Retirement Income Plan ("KRIP").
5. Non-Assignability. The Awards shall not in any manner
be subject to alienation, anticipation, sale, transfer
(except by will or the laws of descent and
distribution), assignment, pledge or encumbrance.
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6. Noncompetition. Section 20 of the Plan, entitled
"Noncompetition Provision," shall not apply to this
Award.
7. Compliance with Code Section 422. The options granted
by way of this Award Notice are intended to qualify as
Incentive Stock Options under Section 422 of the
Internal Revenue Code of 1986. To the extent any
provision of this Award Notice is determined to be
inconsistent or contrary to Section 422, such provision
shall be automatically changed, effective as of the
date of the options' grant, so as to be consistent and
in compliance with such section.
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NOTICE OF AWARD OF NON-QUALIFIED STOCK OPTIONS
GRANTED TO GEORGE M.C. FISHER
NOVEMBER 11,1993
PURSUANT TO THE
EASTMAN KODAK COMPANY 1990 OMNIBUS LONG-TERM
COMPENSATION PLAN
1. Background. Under Sections 8 of the 1990 Omnibus Long-
Term Compensation Plan (the "Plan"), the Compensation
Committee may, among other things, award non-qualified
stock options of the Company's Common Stock to those
Key Employees as the Committee in its discretion may
determine, subject to such terms, conditions and
restrictions as it deems appropriate.
2. Award. On November 11, 1993, the Committee granted to
George M.C. Fisher (the "Participant") an Award of
seven hundred forty two thousand and ninety (742,090)
non-qualified stock options of Common Stock. This
Award is granted under the Plan, subject to the terms
and conditions of the Plan and those set forth in this
Award Notice.
3. Terms and Conditions of Non-qualified Stock Options.
The following terms and conditions shall apply to the
Award of non-qualified stock options:
(a) Option Price. The option price shall be fifty
seven and 97/100 dollars ($57.97).
(b) Duration of Option. Each option shall expire at
the close of business on November 10, 2003, unless
sooner terminated or exercised in full in
accordance with the terms and conditions of this
Award Notice and the Plan.
(c) Vesting of an Option. The options shall vest in
accordance with the following schedule:
148,418 on November 11, 1994
148,418 on November 11, 1995
148,418 on November 11, 1996
148,418 on November 11, 1997
148,418 on November 11, 1998
Once vested, the options may be exercisable by the
Participant regardless of whether any other options he
has been granted by the Company remain exercisable.
Options may be exercised by written notice to the Company
stating the number of shares with respect to which the
option is being exercised.
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(d) Payment of Option Price. The option price for the
shares for which an option is exercised by the
Participant shall be paid by the Participant on
the date the option is exercised in cash, in
shares of Common Stock owned by the Participant,
or a combination of the foregoing. Any share of
Common Stock delivered in payment of the option
price shall be valued at its "fair market value."
For purposes of this subparagraph, "fair market
value" shall mean the opening price of the Common
Stock on the New York Stock Exchange on the date
of exercise; provided, however, if the Common
Stock is not traded on such date, then the opening
price on the immediately preceding date on which
Common Stock is traded shall be used.
(e) Withholding. The Participant may pay the amount
of taxes required to be withheld upon exercise of
his options by (i) delivering a check made payable
to the Company; or (ii) delivering to the Company
at the time of such exercise shares of Common
Stock having a "fair market value," as determined
in accordance with Paragraph "3(d)" above, equal
to the amount of such withholding taxes.
(f) Rights as a Shareholder. The Participant shall
not have any of the rights of a shareholder with
respect to the shares of Common Stock covered by
an option except to the extent one or more
certificates for such shares shall be delivered to
him upon the exercise of such option.
(g) Broker Assisted Exercise. Notwithstanding
Paragraphs "3(d)" and "3(e)" above to the
contrary, the Participant may exercise any option
granted to him under this Award Notice by way of
the Company's broker-assisted stock option
exercise program, to the extent such program is
available at the time of such exercise. Pursuant
to the terms of such program, the amount of any
taxes required to be withheld upon exercise of any
options under the program shall be paid in cash
directly to the Company.
(h) Termination of Employment. Notwithstanding
Paragraphs "3(c)" hereof to the contrary, if the
Participant dies, becomes Disabled, Retires, or
terminates employment for an Approved Reason prior
to November 10, 2003, all of the non-qualified
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stock options granted to him hereunder shall
immediately become exercisable and vested in full
and shall continue to be exercisable until
November 10, 2003 or, if sooner, their exercise in
full. If the Participant's employment is
terminated for any reason other than death,
Disability, Retirement or an Approved Reason, any
portion of the options exercisable at the time of
such termination shall not be exercisable beyond
the 60th day following the date of his termination
of employment and any portion of the options not
exercisable at the time of the Participant's
termination shall be immediately forfeited.
4. Definitions.
(a) Any defined term used in this Award Notice, other
than those set forth in Paragraph "4(b)" below,
shall have the same meaning for purposes of this
document as that ascribed to it under the terms of
the Plan.
(b) The following definitions shall apply to this
Award Notice:
(i) Approved Reason. Termination for an
"Approved Reason" shall include, without
limitation, a Termination Without Cause or
Constructive Termination Without Cause under
Section 11 (d) of the Employment Agreement
between the Participant and the Company dated
as of October 27, 1993 (the "Employment
Agreement") or a Termination of Employment
Following a Change in Control under Section
11 (e) of the Employment Agreement. Without
limiting the foregoing, other terminations
will also be identified as an "Approved
Reason" if, in the opinion of the Compensation
Committee, it is in the best interest of the
Company to do so. An "Approved Reason" exists
when a Participant terminates employment (A) due to
involuntary, positive reasons, e.g., a reduction
in force or the divestiture of a unit of the
Company, or (B) under certain voluntary
circumstances, the individual nature of which
needs to be assessed. The nature of these
circumstances would involve an overall positive
record, with a recommendation for approval from
unit management.
(ii) Disability. "Disability" shall have the same
meaning as ascribed to it under Section 1(h)
of the Employment Agreement.
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(iii) Retirement. The occurrence of the
Participant's Retirement shall be determined
in accordance with the provisions of the
Kodak Retirement Income Plan ("KRIP").
5. Non-Assignability. The Awards shall not in any manner
be subject to alienation, anticipation, sale, transfer
(except by will or the laws of descent and distribution),
assignment, pledge or encumbrance.
6. Noncompetition. Section 20 of the Plan, entitled
"Noncompetition Provision," shall not apply to this
Award.
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FIRST AMENDMENT TO
NOTICE OF AWARD OF NON-QUALIFIED STOCK OPTIONS
GRANTED TO GEORGE M.C. FISHER
NOVEMBER 11, 1993
PURSUANT TO THE
EASTMAN KODAK COMPANY 1990 OMNIBUS LONG-TERM
COMPENSATION PLAN
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1. Effective as of November 11, 1993, Paragraph "2" of the
Award Notice is amended in its entirety to read as
follows:
2. Award. On November 11, 1993, the Committee
granted to George M.C. Fisher (the
"Participant") an Award of One Million Forty
Nine Thousand One Hundred and Forty Five
(1,049,145) non-qualified stock options of
Common Stock. This Award is granted under
the Plan, subject to the terms and conditions
of this Plan and those set forth in this
Award Notice.
2. Effective as of November 11, 1993, Paragraph "3(a)" of
the Award Notice is amended in its entirety to read as
follows:
3. Terms and Conditions of Non-qualifed Stock
Options.
(a) Option Price. The option price shall be
Sixty Three and 19/100 Dollars ($63.19).
3. Effective as of November 11, 1993, Paragraph "3(c)" of
the Award Notice is amended in its entirety to read as
follows:
3. Terms and Conditions of Non-qualified Stock
Options.
(c) Vesting of Option. The options shall vest in
accordance with the following schedule:
209,829 on November 11, 1994
209,829 on November 11, 1995
209,829 on November 11, 1996
209,829 on November 11, 1997
209,829 on November 11, 1998
Once vested, the options may be exercisable
by the Participant regardless of whether any
other options he has been granted by the
Company remain exercisable. Options may be
exercised by written notice to the Company
stating the number of shares with respect to
which the option is being exercised.
Agreed to and Accepted:
By: George M.C. Fisher
Date:
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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement is made as of April 4, 1994
between Eastman Kodak Company, a New Jersey corporation (the "Company"), and
George M. C. Fisher (the "Executive").
The Company and the Executive entered into an Employment Agreement dated
as of October 27, 1993 (the "Agreement") and now wish to amend the Agreement.
Capitalized terms used but not defined herein shall have the meanings given
them in the Agreement.
I. The Agreement is amended as follows:
(1) Effective as of October 27, 1993, Section 6(c) shall read:
"(c) Stock Option Award. As soon as practicable after commencement of
the Executive's employment, the Company shall grant the Executive
a 10-year option, substantially in the form attached to this
Agreement as Exhibit B, to purchase 1,057,055 shares of Stock (the
"Option")."
(2) A new Section 6(d) is added to the Agreement effective as of
February 15, 1994, to read:
"(d) 1993-1995 Restricted Stock Sub-Plan. As soon as practicable, the
Executive shall become a participant in the Company's 1993-1995
Restricted Stock Sub-Plan (the "Sub-Plan"). The award that the
Executive shall be eligible to receive under the Sub-Plan shall be
calculated by multiplying the amount of the award that the
Executive would have been eligible to receive had he been a
participant in the Sub-Plan since its establishment by a fraction
the numerator of which shall be the number of months that the
Executive is employed by the Company as Chairman, President and
Chief Executive Officer during the Sub-Plan's award period and the
denominator of which is the total number of months in the award
period."
(3) Effective the date hereof, the final sentence of Section 10(d) is
deleted and replaced with the following:
"In addition, on notice from the Executive or his authorized
representative to the Company at any time on or before
October 26, 1998, the Company shall promptly purchase from the
Executive his present residence located at 4 Mid Oak Lane,
Barrington Hills, Illinois, at a price of $2,500,000. The
foregoing notwithstanding, if the Executive's employment
terminates under Section 11(c) of the Agreement, the Company's
obligation to purchase such residence shall expire sixty days
after such termination.
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II. This Amendment No. 1 to Employment Agreement may
be executed in two or more counterparts.
III. As amended hereby, the Agreement continues in
full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to
Employment Agreement as of the date first written above.
Eastman Kodak Company
By:
Gary Van Graafeiland
Senior Vice President
George M. C. Fisher