SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EASTMAN KODAK COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 16-0417150
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
343 STATE STREET, ROCHESTER, NEW YORK 14650
(Address of principal executive offices) (Zip code)
EASTMAN KODAK COMPANY
1998 STOCK OPTION PLAN
FOR PICTUREVISION, INC.
(Full title of the plan)
JOYCE P. HAAG, Secretary
Eastman Kodak Company
343 State Street
Rochester, New York 14650
(716) 724-4368
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities to be Registered: Maximum Maximum Registration
Registered: Offering Price Aggregate Fee
Per Share(1): Offering Price:
- ---------------- ------------ -------------- --------------- --------------
Common Stock 350,000 $67.53125 $23,635,937.50 $6,972.60
par value $.2.50
per share
(1) Determined on the basis of the average of the high and low prices of Kodak Common Stock
as reported in the New York Stock Exchange Composite Transactions as published in The
Wall Street Journal for June 19, 1998 solely for the purpose of determining the
registration fee pursuant to Rule 457 (c) and (h).
Approximate date of commencement of the proposed sale of the securities to the public:
From time to time after the Registration Statement becomes effective.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following information previously filed by Eastman Kodak Company
("Kodak") with the Securities and Exchange Commission (the
"Commission") is incorporated herein by reference:
Annual Report on Form 10-K, as amended, for the year ended December
31, 1997;
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;
and
Proxy Statement on Schedule 14A dated March 20, 1998.
All documents filed by Kodak with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold will be deemed to be
incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of such documents.
Description Of Kodak Common Stock
The following is a brief description of Kodak Common Stock.
Dividend Rights
Each share of Kodak Common Stock ranks equally with all other shares
of Kodak Common Stock with respect to dividends. Dividends may be
declared by the Board of Directors and paid by Kodak at such times as
the Board of Directors determines, all pursuant to the provisions of
the New Jersey Business Corporation Act.
Voting Rights
Each holder of Kodak Common Stock is entitled to one vote per share
of such stock held. Kodak Common Stock does not have cumulative
voting rights. Holders of Kodak Common Stock are entitled to vote on
all matters requiring shareholder approval under New Jersey law and
Kodak's Restated Certificate of Incorporation and By-Laws, and to
elect the members of the Board of Directors. Directors are divided
into three classes, each such class, as nearly as possible, having
the same number of directors. At each annual meeting of the
shareholders, the directors chosen to succeed those whose terms have
then expired shall be identified as being of the same class as the
directors they succeed and shall be elected by the shareholders for a
term expiring at the third succeeding annual meeting of the
shareholders.
Liquidation Rights
Holders of Kodak Common Stock are entitled on liquidation to receive
all assets which remain after payment to creditors and holders of
preferred stock.
Preemptive Rights
Holders of Kodak Common Stock are not entitled to preemptive rights.
There are no provisions for redemption, conversion rights, sinking
funds, or liability for further calls or assessments by Kodak with
respect to Kodak Common Stock.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities being offered hereby will be passed
upon by Gary P. Van Graafeiland, General Counsel and Senior Vice
President of Kodak. Mr. Van Graafeiland owns and has options to
purchase Kodak Common Stock, but is not eligible to receive awards
under the Plan.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A:3-5 of the New Jersey Business Corporation Act empowers a
corporation to indemnify its directors, officers, and employees
against expenses or liabilities in connection with any proceeding
involving such persons by reason of their being such directors,
officers, or employees. Article 6 of Kodak's Restated Certificate of
Incorporation and Article 8, Section 2 of Kodak's by-laws provides
for indemnification, to the full extent permitted by law, of Kodak's
directors, officers, and employees. In addition, Kodak maintains
directors and officers liability insurance protecting its directors
and officers against certain liabilities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Exhibit
3(A) Certificate of Incorporation
3(B) By-laws
4 Eastman Kodak Company 1998 Stock Option Plan For
PictureVision, Inc.
5 Opinion of Gary P. Van Graafeiland as to the legality
of the securities registered
23A Consent of Price Waterhouse LLP, independent
accountants
23B Consent of Gary P. Van Graafeiland (included in
Exhibit 5 to this Registration Statement)
Item 9. UNDERTAKINGS
Updating Information
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "Act"), each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in
this registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Indemnification of Certain Persons
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of New
York, on this 25th day of June, 1998.
EASTMAN KODAK COMPANY
/s/ George M.C. Fisher
By: George M.C. Fisher,
Chairman of the Board and Chief Executive Officer
/s/ Harry L. Kavetas
By: Harry L. Kavetas,
Chief Financial Officer and Executive Vice President (Principal
Financial Officer)
/s/ Jesse J. Greene, Jr.
By: Jesse J. Greene, Jr.,
Treasurer, Vice President, Finance and Acting Controller
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints each of Gary P. Van
Graafeiland and Joyce P. Haag, acting alone or together, as such
person's true and lawful attorney-in-fact and agent with full powers
of substitution and revocation, for such person and in such person's
name, place, and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
registration statement and to file the same with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-
fact and agent, acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Act, this registration statement
has been signed by the following persons in the capacities indicated
on June 25, 1998.
Name, Title:
Richard S. Braddock, Director /s/ Richard S. Braddock
Daniel A. Carp, Director /s/ Daniel A. Carp
Martha Layne Collins, Director /s/ Martha Layne Collins
Alice F. Emerson, Director /s/ Alice F. Emerson
George M.C. Fisher, Director /s/ George M.C. Fisher
Paul E. Gray, Director /s/ Paul E. Gray
Durk I. Jager, Director /s/ Durk I. Jager
Harry L. Kavetas, Director /s/ Harry L. Kavetas
Paul H. O'Neill, Director /s/ Paul H. O'Neill
John J. Phelan, Jr., Director /s/ John J. Phelan, Jr.
Laura D'Andrea Tyson, Director /s/ Laura D'Andrea Tyson
Richard A. Zimmerman, Director /s/ Richard A. Zimmerman
EASTMAN KODAK COMPANY
REGISTRATION STATEMENT ON FORM S-8
EASTMAN KODAK COMPANY 1998 STOCK OPTION PLAN FOR PICTUREVISION, INC.
INDEX TO EXHIBITS
Exhibit
Number Exhibit Location
--- -------------------------- ------------------------------------
3(A) Certificate of Incorporation Incorporated by reference to
Annual Report on Form 10-K for
the fiscal year ended December
25, 1988, Exhibit 3
3(B) By-laws Incorporated by reference to Annual
Report on Form 10-K for the fiscal year
ended December 31, 1997, Exhibit 3
4 Eastman Stock Company 1998 *
Stock Option Plan For
PictureVision, Inc.
5 Opinion of
Gary P. Van Graafeiland
as to the legality
of the securities registered *
23(A) Consent of Price Waterhouse
LLP, independent accountants *
23(B) Consent of Included in Exhibit 5 to this
Gary P. Van Graafeiland Registration Statement
* Included as part of the electronic submission of this Registration Statement
EXHIBIT 4
EASTMAN KODAK COMPANY
1998 STOCK OPTION PLAN
FOR
PICTUREVISION, INC.
Article Page
1. Purpose and Term of Plan------------------09
2. Definitions-------------------------------10
3. Eligibility-------------------------------13
4. Plan Administration-----------------------13
5. Form of Awards----------------------------14
6. Shares Subject to Plan--------------------15
7. Stock Options-----------------------------16
8. SARs--------------------------------------17
9. Payment of Awards-------------------------17
10. Change In Ownership-----------------------18
11. Change In Control-------------------------19
12. Miscellaneous-----------------------------20
Copyright 1998, Eastman Kodak Company
ARTICLE 1 -- PURPOSE AND TERM OF PLAN
1.1 Purpose
The Eastman Kodak Company 1998 Stock Option Plan For PictureVision,
Inc. has been established by Kodak (i) to attract and retain persons
eligible to participate in the Plan; (ii) motivate Participants, by
means of appropriate incentives, to achieve long-range goals; (iii)
provide incentive compensation opportunities that are competitive
with those of other companies; and (iv) further identify
Participants' interests with Kodak's shareholders through
compensation that is based on Kodak Common Stock.
1.2 Term
Subject to Section 1.3 below, the Plan shall become effective on
February 12, 1998 Awards shall not be granted pursuant to the Plan
after February 11, 2003.
1.3 Strategic Alliance
The terms of the Plan are contingent upon PVI and Kodak entering into
a strategic alliance. The effective time of the transfer of a
majority of the aggregate number of shares of common stock, Series A,
Series B, and Series C preferred stock, on a fully diluted basis, as
envisioned in the Stock Purchase Agreement by and between Kodak and
PVI shall hereinafter be referred to as the "Closing." If for any
reason, the Closing does not occur, the terms of this Plan, without
further action, shall be null and void. No Awards may be granted
under the Plan until after the Closing.
ARTICLE 2 -- DEFINITIONS
2.1 Approved Reason
"Approved Reason" means a reason for terminating employment with
PVI which, in the opinion of the Committee, is in the best interests
of PVI.
2.2 Award
"Award" means any form of stock option or SARs granted under the Plan
to a Participant by the Committee pursuant to the terms, conditions,
restrictions and limitations of the Plan and those that the Committee
may establish by the Award Notice or otherwise.
2.3 Award Notice
"Award Notice" means a written notice from Kodak to a Participant
that establishes the terms, conditions, restrictions, and/or
limitations applicable to an Award in addition to those established
by this Plan and by the Committee's exercise of its administrative
powers.
2.4 Board
"Board" means the Board of Directors of Kodak.
2.5 Change In Control
"Change In Control" means a change in control of Kodak of a nature
that would be required to be reported (assuming such event has not
been "previously reported") in response to Item 1(a) of the Current
Report on Form 8-K, as in effect on August 1, 1989, pursuant to
Section 13 or 15(d) of the Exchange Act; provided that, without
limitation, a Change In Control shall be deemed to have occurred at
such time as (i) any "person" within the meaning of Section 14(d) of
the Exchange Act, other than Kodak, a Subsidiary, or any employee
benefit plan(s) sponsored by Kodak or any Subsidiary, is or has
become the "beneficial owner," as defined in Rule 13d-3 under the
Exchange Act, directly or indirectly, of 25% or more of the combined
voting power of the outstanding securities of Kodak ordinarily having
the right to vote at the election of directors, or (ii) individuals
who constitute the Board on February 12, 1998 (the "Incumbent Board")
have ceased for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to February
12, 1998 whose election, or nomination for election by Kodak's
shareholders, was approved by a vote of at least three-quarters (3/4)
of the directors comprising the Incumbent Board (either by a specific
vote or by approval of the proxy statement of Kodak in which such
person is named as a nominee for director without objection to such
nomination) shall be, for purposes of this Plan, considered as though
such person were a member of the Incumbent Board.
2.6 Change In Control Price
"Change In Control Price" means the highest closing price per share
paid for the purchase of Common Stock on the New York Stock Exchange
during the ninety (90) day period ending on the date the Change In
Control occurs.
2.7 Change In Ownership
"Change In Ownership" means a Change In Control which results
directly or indirectly in Kodak's Common Stock ceasing to be actively
traded on the New York Stock Exchange.
2.8 Code
"Code" means the Internal Revenue Code of 1986, as amended from time
to time, including regulations thereunder and successor provisions
and regulations thereto.
2.9 Committee
"Committee" means the Executive Compensation and Development
Committee of the Board, or such other Board committee as may be
designated by the Board to administer the Plan.
2.10 Common Stock
"Common Stock" means common stock, $2.50 par value per share, of
Kodak.
2.11 Company
"Company" means Kodak and its Subsidiaries.
2.12 Disability
"Disability" means a disability under the terms of any long-term
disability plan maintained by PVI.
2.13 Effective Date
"Effective Date" means the date an Award is determined to be
effective by the Committee upon its grant of such Award.
2.14 Eligible Employee
"Eligible Employee" means any employee of PVI or any employee of
any legal entity which is 100% owned by PVI.
2.15 Exchange Act
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, including rules thereunder and successor
provisions and rules thereto.
2.16 Kodak
"Kodak" means Eastman Kodak Company.
2.17 Participant
"Participant" means an Eligible Employee to whom an Award has been
granted by the Committee under the Plan.
2.18 Plan
"Plan" means the Eastman Kodak Company 1998 Stock Option Plan For
PictureVision, Inc.
2.19 PVI
"PVI" means PictureVision, Inc.
2.20 Retirement
"Retirement" means retirement under any defined benefit pension
plan maintained by PVI which is either a tax-qualified plan under
Section 401(a) of the Code or is identified in writing by the
Committee as a defined benefit pension plan. In the event PVI does
not maintain a defined benefit pension plan, "Retirement" shall
have the same meaning for purposes of this Plan as that given to it
under the terms of the Kodak Retirement Income Plan ("KRIP").
A Participant must voluntarily terminate his or her employment with
PVI in order for his or her termination of employment to be for
"Retirement."
2.21 SARs
"SARs" mean an Award granted under Article 8 in the form of stock
appreciation rights. SARs entitle the Participant to receive a
payment equal to the appreciation in market value of a stated number
of shares of Common Stock from the exercise price to the market value
of the Common Stock on the date of exercise.
2.22 Subsidiary
"Subsidiary" means a corporation or other legal entity in which
Kodak directly or indirectly has an ownership interest of more than
50%.
ARTICLE 3 -- ELIGIBILITY
3.1 In General
Subject to the terms of the Plan, the Committee shall determine and
designate, from time to time, from among the Eligible Employees,
those persons who will be granted one or more Awards under the Plan,
and thereby become Participants in the Plan. In the discretion of
the Committee, a Participant may be granted any Award permitted under
the provisions of the Plan, and more than one Award may be granted to
a Participant. Once a Participant is selected to receive an Award,
the Committee shall determine the size of the Award(s) to be made to
the Participant and shall establish in the related Award Notice(s)
the terms, conditions, restrictions and/or limitations, if any,
applicable to the Award(s) in addition to those set forth in this
Plan and any administrative rules and regulations issued by the
Committee.
3.2 No Right to an Award
No Eligible Employee shall have any right to be granted an Award
under the Plan, as all Awards granted hereunder are granted in the
sole and absolute discretion of the Committee.
ARTICLE 4 -- PLAN ADMINISTRATION
4.1 Responsibility
The Committee shall have total and exclusive responsibility to
control, operate, manage and administer the Plan in accordance with
its terms.
4.2 Authority of the Committee
The Committee shall have all the authority that may be necessary or
helpful to enable it to discharge its responsibilities with respect
to the Plan. Without limiting the generality of the preceding
sentence, the Committee shall have the exclusive right to: (a)
interpret the Plan; (b) determine eligibility for participation in
the Plan; (c) decide all questions concerning eligibility for and the
amount of Awards payable under the Plan; (d) construe any ambiguous
provision of the Plan; (e) correct any default; (f) supply any
omission; (g) reconcile any inconsistency; (h) issue administrative
guidelines as an aid to administer the Plan and make changes in such
guidelines as it from time to time deems proper; (i) make regulations
for carrying out the Plan and make changes in such regulations as it
from time to time deems proper; (j) determine the form in which an
Award shall be granted under the Plan; (k), to the extent permitted
under the Plan, grant waivers of Plan terms, conditions,
restrictions, and limitations; (l) accelerate the vesting, exercise,
or payment of an Award when such action or actions would be in the
best interest of Kodak; and (m) take any and all other action it
deems necessary or advisable for the proper operation or
administration of the Plan.
4.3 Discretionary Authority
The Committee shall have full discretionary authority in all matters
related to the discharge of its responsibilities and the exercise of
its authority under the Plan including, without limitation, its
construction of the terms of the Plan and its determination of
eligibility for participation and Awards under the Plan. It is the
intent of the Plan that the decisions of the Committee and its
actions with respect to the Plan shall be final, binding and
conclusive upon all persons having or claiming to have any right or
interest in or under the Plan.
4.4 Action by the Committee
The Committee may act only by a majority of its members. Any
determination of the Committee may be made, without a meeting, by a
writing or writings signed by all of the members of the Committee.
4.5 Delegation of Authority
The Committee may delegate some or all of its responsibilities and
powers under the Plan to any one or more of its members and may
delegate all or any part of its responsibilities and powers to any
person or persons selected by it. Any such delegation may be revoked
by the Committee at any time.
ARTICLE 5 -- FORM OF AWARDS
5.1 In General
Awards may, at the Committee's sole discretion, be granted in the
form of stock options pursuant to Article 7 or SARs pursuant to
Article 8. All Awards shall be subject to the terms, conditions,
restrictions and limitations of the Plan. The Committee may, in its
sole judgment, subject an Award to such other terms, conditions,
restrictions and/or limitations (including, but not limited to, the
time and conditions of exercise and restrictions on transferability
and vesting), provided they are not inconsistent with the terms of
the Plan.
5.2 Foreign Jurisdictions
Awards may be granted, without amending the Plan, to Participants who
are foreign nationals or employed outside the United States or both,
on such terms and conditions different from those specified in the
Plan as may, in the judgment of the Committee, be necessary or
desirable to further the purposes of the Plan or to accommodate
differences in local law, tax policy or custom. Moreover, the
Committee may approve such supplements to or alternative versions of
the Plan as it may consider necessary or appropriate for such
purposes without thereby affecting the terms of the Plan as in effect
for any other purpose; provided, however, no such supplement or
alternative version shall increase the number of available shares
under Section 6.1
ARTICLE 6 -- SHARES SUBJECT TO PLAN
6.1 Available Shares
The maximum number of shares of Common Stock, $2.50 par value per
share, of Kodak which shall be available for grant of Awards under
the Plan during its term shall not exceed 350,000. (Such amount
shall be subject to adjustment as provided in Section 6.2.) Any
shares of Common Stock related to Awards which terminate by
expiration, forfeiture, cancellation or otherwise without the
issuance of such shares, are settled in cash in lieu of Common Stock
shall not be available again for grant under the Plan. The shares of
Common Stock available for issuance under the Plan shall be treasury
shares.
6.2 Adjustment to Shares
If the number of outstanding shares of Common Stock shall, at any
time, be increased or decreased or changed or converted into cash or
other property as a result of (a) any subdivision or consolidation of
shares, stock dividend, stock split, recapitalization,
reclassification or similar capital adjustment or (b) any
combination, exchange of shares or similar event arising from Kodak's
participation in any corporate merger, consolidation, or similar
transaction in which Kodak is the surviving entity and is not
substantially or completely liquidated, the Committee may adjust
Awards to preserve the benefits or potential benefits of the Awards.
Action by the Committee may include adjustment of: (i) the number and
kind of shares which may be delivered under the Plan; (ii) the number
and kind of shares subject to outstanding Awards; and (iii) any other
adjustment the Committee determines to be equitable.
ARTICLE 7 -- STOCK OPTIONS
7.1 In General
Awards may be granted under the Plan by the Committee to Eligible
Employees in the form of stock options. These stock options shall be
non-qualified stock options (i.e., stock options which are not
incentive stock options).
7.2 Terms and Conditions of Stock Options
An option shall be exercisable in whole or in such installments and
at such times as may be determined by the Committee. The price at
which Common Stock may be purchased upon exercise of a stock option
shall be not less than 100% of the fair market value of the Common
Stock, as determined by the Committee, on the Effective Date of the
option's grant. Moreover, all options shall not expire later than 10
years from the Effective Date of the option's grant. Stock options
shall not be repriced, i.e., there shall be no grant of a stock
option(s) to a Participant in exchange for a Participant's agreement
to cancellation of a higher-priced stock option(s) that was
previously granted to such Participant.
7.3 Additional Terms and Conditions
The Committee may, by way of the Award Notice or otherwise, establish
such other terms, conditions, restrictions and/or limitations, if
any, of any stock option Award, provided they are not inconsistent
with the Plan.
7.4 Exercise
Upon exercise, the option price of a stock option may be paid in
cash, shares of Common Stock, a combination of the foregoing, or such
other consideration as the Committee may deem appropriate. The
Committee shall establish appropriate methods for accepting Common
Stock, whether restricted or unrestricted, and may impose such
conditions as it deems appropriate on the use of such Common Stock to
exercise a stock option. Stock options awarded under the Plan may be
exercised by way of Kodak's broker-assisted stock option exercise
program, provided such program is available at the time of the
option's exercise. The Committee may permit a Participant to satisfy
any amounts required to be withheld under applicable Federal, state
and local tax laws, in effect from time to time, by electing to have
withheld a portion of the shares of Common Stock to be delivered for
the payment of such taxes.
ARTICLE 8 -- SARs
8.1 In General
Awards may be granted under the Plan by the Committee to Eligible
Employees in the form of SARs. These SARs shall be freestanding
stock appreciation rights (i.e., stock appreciation rights which are
not Tandem SARs).
8.2 Terms and Conditions of SARs
SARs shall be exercisable in whole or in such installments and at
such times as may be determined by the Committee. The exercise price
of an SAR shall be not less than 100% of the fair market value of the
Common Stock, as determined by the Committee, on the Effective Date
of the SAR's grant. Moreover, all SARs shall not expire later than 10
years from the Effective Date of the SAR's grant
8.3 Deemed Exercise
The Committee may provide that an SAR shall be deemed to be exercised
at the close of business on the scheduled expiration date of such SAR
if at such time the SAR by its terms remains exercisable and, if so
exercised, would result in a payment to the holder of such SAR.
8.4 Additional Terms and Conditions
The Committee may, by way of the Award Notice or otherwise, determine
such other terms, conditions, restrictions and/or limitations, if
any, of any SAR Award, provided they are not inconsistent with the
Plan.
ARTICLE 9 -- PAYMENT OF AWARDS
9.1 In General
Payment of Awards may, at the discretion of the Committee, be made in
cash, Common Stock, a combination of cash and Common Stock, or any
other form of property as the Committee shall determine. In
addition, payment of Awards may include such terms, conditions,
restrictions and/or limitations, if any, as the Committee deems
appropriate, including, in the case of Awards paid in the form of
Common Stock, restrictions on transfer and forfeiture provisions;
provided, however, such terms, conditions, restrictions and/or
limitations are not inconsistent with the Plan.
9.2 Termination of Employment
If a Participant's employment with PVI terminates for a reason other
than death, Disability, Retirement, or any Approved Reason, all
unexercised, unearned, and/or unpaid Awards, including, but not by
way of limitation, Awards earned but not yet paid, shall be canceled
or forfeited, as the case may be, unless the Participant's Award
Notice provides otherwise. The Committee shall have the authority to
promulgate rules and regulations to determine the treatment of an
Award under the Plan in the event of the Participant's death,
Disability, Retirement or termination for an Approved Reason.
9.3 Noncompetition
A Participant shall forfeit all unexercised, unearned, and/or unpaid
Awards, including, but not by way of limitation, Awards earned but
not yet paid, if, (i) in the opinion of the Committee, the
Participant, without the prior written consent of Kodak, engages
directly or indirectly in any manner or capacity as principal, agent,
partner, officer, director, stockholder, employee, or otherwise, in
any business or activity competitive with the business conducted by
the Company or PVI; (ii) at any time divulges to any person or any
entity other than the Company or PVI any trade secrets, methods,
processes or the proprietary or confidential information of the
Company or PVI; or (iii) the Participant performs any act or engages
in any activity which in the opinion of Kodak's CEO is inimical to
the best interests of the Company or PVI. For purposes of this
Section 9.3, a Participant shall not be deemed a stockholder if the
Participant's record and beneficial ownership amount to not more than
1% of the outstanding capital stock of any company subject to the
periodic and other reporting requirements of the Exchange Act.
ARTICLE 10 -- CHANGE IN OWNERSHIP
10.1 Background
Notwithstanding any provision contained in the Plan, the provisions
of this Article 10 shall control over any contrary provision. Upon a
Change In Ownership: (i) the terms of this Article 10 shall
immediately become operative, without further action or consent by
any person or entity; (ii) all terms, conditions, restrictions, and
limitations in effect on any unexercised, unvested, unearned and/or
unpaid Award, or any other outstanding Award, shall immediately lapse
as of the date of such event; (iii) no other terms, conditions,
restrictions and/or limitations shall be imposed upon any Awards on
or after such date, and in no circumstance shall an Award be
forfeited on or after such date; and (iv) all unexercised, unvested,
unearned, and/or unpaid Awards or any other outstanding Awards shall
immediately and automatically become one hundred percent (100%)
vested.
10.2 Valuation of Awards
Upon a Change In Ownership, all outstanding SARs and stock options
shall be valued and cashed out on the basis of the Change In Control
Price.
10.3 Payment of Awards
Upon a Change In Ownership, any Participant, whether or not he or she
is still employed by PVI, shall be paid, in a single lump-sum cash
payment, as soon as practicable but in no event later than 90 days
after the Change In Ownership, all of his or her SARs and stock
options.
10.4 Miscellaneous
Upon a Change In Ownership, no action, including, but not by way of
limitation, the amendment, suspension, or termination of the Plan,
shall be taken which would adversely affect the rights of any
Participant or the operation of the Plan with respect to any Award to
which the Participant may have become entitled hereunder on or prior
to the date of such action or as a result of such Change In
Ownership.
ARTICLE 11 -- CHANGE IN CONTROL
11.1 Background
Notwithstanding any provision contained in the Plan, the provisions
of this Article 11 shall control over any contrary provision. All
Participants shall be eligible for the treatment afforded by this
Article 11 if their employment terminates within two years following
a Change In Control, unless the termination is due to (i) death, (ii)
Disability, (iii) Cause, (iv) resignation other than (A) resignation
from a declined reassignment to a job that is not reasonably
equivalent in responsibility or compensation (as defined in Kodak's
Termination Allowance Plan), or that is not in the same geographic
area (as defined in Kodak's Termination Allowance Plan), or (B)
resignation within 30 days following a reduction in base pay, or (v)
Retirement.
11.2 Vesting and Lapse of Restrictions
If a Participant is eligible for treatment under this Article 11, (i)
all of the terms, conditions, restrictions, and limitations in effect
on any of his or her unexercised, unvested, unearned, and/or unpaid
Awards shall immediately lapse as of the date of his or her
termination of employment; (ii) no other terms, conditions,
restrictions and/or limitations shall be imposed upon any of his or
her Awards on or after such date, and in no event shall any of his or
her Awards be forfeited on or after such date; and (iii) all of his
or her unexercised, unvested, unearned and/or unpaid Awards shall
automatically become one hundred percent (100%) vested immediately
upon his or her termination of employment.
11.3 Valuation of Awards
If a Participant is eligible for treatment under this Article 11, his
or her Awards shall be valued and cashed out in accordance with the
provisions of Section 10.2.
11.4 Payment of Awards.
If a Participant is eligible for treatment under this Article 11, he
or she shall be paid, in a single lump-sum cash payment, as soon as
practicable but in no event later than 90 days after the date of his
or her termination of employment, all of his or her SARs and stock
options.
11.5 Miscellaneous.
Upon a Change In Control, no action, including, but not by way of
limitation, the amendment, suspension or termination of the Plan,
shall be taken which would adversely affect the rights of any
Participant or the operation of the Plan with respect to any Award to
which the Participant may have become entitled hereunder on or prior
to the date of the Change In Control or to which he or she may become
entitled as a result of such Change In Control.
ARTICLE 12 -- MISCELLANEOUS
12.1 Nonassignability
Except as otherwise determined by the Committee, no Awards or any
other payment under the Plan shall be subject to any manner to
alienation, anticipation, sale, transfer (except by will or the laws
of descent and distribution), assignment, pledge, or encumbrance, nor
shall any Award be payable to or exercisable by anyone other than the
Participant to whom it was granted.
12.2 Withholding Taxes
Kodak shall be entitled to deduct from any payment under the Plan,
regardless of the form of such payment, the amount of all applicable
income and employment taxes required by law to be withheld with
respect to such payment or may require the Participant to pay to it
such tax prior to and as a condition of the making of such payment.
In accordance with any applicable administrative guidelines it
establishes, the Committee may allow a Participant to pay the amount
of taxes required by law to be withheld from an Award by withholding
from any payment of Common Stock due as a result of such Award, or by
permitting the Participant to deliver to Kodak, shares of Common
Stock having a fair market value, as determined by the Committee,
equal to the amount of such required withholding taxes.
12.3 Amendments to Awards
The Committee may at any time unilaterally amend any unexercised,
unearned, or unpaid Award, including, but not by way of limitation,
Awards earned but not yet paid, to the extent it deems appropriate;
provided, however, that any such amendment which, in the opinion of
the Committee, is adverse to the Participant shall require the
Participant's consent.
12.4. Regulatory Approvals and Listings
Notwithstanding anything contained in this Plan to the contrary,
Kodak shall have no obligation to issue or deliver certificates of
Common Stock evidencing any Award resulting in the payment of Common
Stock prior to (i) the obtaining of any approval from any
governmental agency which Kodak shall, in its sole discretion,
determine to be necessary or advisable, (ii) the admission of such
shares to listing on the stock exchange on which the Common Stock may
be listed, and (iii) the completion of any registration or other
qualification of said shares under any state or Federal law or ruling
of any governmental body which Kodak shall, in its sole discretion,
determine to be necessary or advisable.
12.5 No Right to Continued Employment or Grants
Participation in the Plan shall not give a Participant any right to
remain in the employ of PVI. PVI may terminate any employee at any
time. Further, the adoption of this Plan shall not be deemed to give
any employee or any other individual any right to be selected as a
Participant or to be granted an Award.
12.6. Amendment/Termination
The Committee may suspend or terminate the Plan at any time with or
without prior notice. In addition, the Committee may at any time and
from time to time, with or without prior notice, amend the Plan in
any manner.
12.7 Governing Law
The Plan shall be governed by and construed in accordance with the
laws of the State of New York, except as superseded by applicable
Federal Law.
12.8 No Right, Title, or Interest in Company Assets
No Participant shall have any rights as a shareholder as a result of
participation in the Plan until the date of issuance of a stock
certificate in his or her name, and, in the case of restricted shares
of Common Stock, such rights are granted to the Participant under the
Plan. To the extent any person acquires a right to receive payments
from Kodak under the Plan, such rights shall be no greater than the
rights of an unsecured creditor of Kodak and the Participant shall
not have any rights in or against any specific assets of Kodak. All
of the Awards granted under the Plan shall be unfunded.
12.9 Section 16 of the Exchange Act
In order to avoid any Exchange Act violations, the Committee may,
from time to time, impose additional restrictions upon an Award,
including but not limited to, restrictions regarding tax withholdings
and restrictions regarding the Participant's ability to exercise
Awards under Kodak's broker-assisted exercise program.
12.10 No Guarantee of Tax Consequences
No person connected with the Plan in any capacity, including, but not
limited to, Kodak and its directors, officers, agents and employees
makes any representation, commitment, or guarantee that any tax
treatment, including, but not limited to, Federal, state and local
income, estate and gift tax treatment, will be applicable with
respect to amounts paid to or for the benefit of a Participant under
the Plan, or that such tax treatment will apply to or be available to
a Participant on account of participation in the Plan.
12.11 Other Benefits
No Award granted under the Plan shall be considered compensation for
purposes of computing benefits under any Company or PVI retirement
plan nor affect any benefits or compensation under any other benefit
or compensation plan of the Company or PVI now or subsequently in
effect.
EXHIBIT 5
June 25 1998
Eastman Kodak Company
343 State Street
Rochester, New York 14650
Ladies and Gentlemen:
I am General Counsel and Senior Vice President of Eastman Kodak
Company, a New Jersey corporation ("Kodak").
With respect to the Registration Statement on Form S-8 (the
"Registration Statement") filed today by Kodak with the Securities
and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, 350,000 shares of common stock,
$2.50 par value, of Kodak (the "Shares") to be granted to
participants, or issued upon the exercise of options and stock
appreciation rights, or issued in connection with other awards
granted under the Eastman Kodak Company 1998 Stock Option Plan For
PictureVision, Inc. (the "Plan"), I have examined originals or
copies, certified or otherwise identified to my satisfaction, of such
corporate records, certificates, and other documents and instruments,
and such questions of law, as I have considered necessary or
desirable for the purpose of this opinion.
Based on the foregoing, I am of the opinion that when the
Registration Statement has become effective and the Shares have been
issued and delivered as contemplated in the Plan, the Shares will be
legally issued, fully paid, and non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gary P. Van Graafeiland
Gary P. Van Graafeiland
General Counsel and Senior Vice President
EXHIBIT 23A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 14,
1998, appearing on page 20 of Eastman Kodak Company's Annual Report
on Form 10-K for the year ended December 31, 1997.
Price Waterhouse LLP
Rochester, New York
June 25, 1998
June 25, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Eastman Kodak Company Registration Statement on Form S-8
Relating to Securities to be Issued Under the Eastman Kodak
Company 1998 Stock Option Plan For PictureVision, Inc.
Ladies and Gentlemen:
We are filing today by electronic EDGAR transmission Eastman Kodak
Company's
Registration Statement on Form S-8 for the Eastman Kodak Company 1998
Stock Option Plan For PictureVision, Inc. The filing fee of
$6,972.60 was transferred on June 24, 1998, to the Commission's
account at Mellon Bank in Pittsburgh, PA.
Please call the undersigned at 716-724-4368 if you have any
questions.
Very truly yours,
EASTMAN KODAK COMPANY
/s/ Joyce P. Haag
Joyce P. Haag
Secretary
