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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 30, 2005
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
New Jersey 1-87 16-0417150
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
343 State Street,
Rochester, New York 14650
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (585) 724-4000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Securities
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 Entry into a Material Definitive Agreement
On September 30, 2005, the Executive Compensation and Development
Committee of the Board of Directors of Eastman Kodak Company (the
"Company") approved the terms of a letter agreement (the "Agreement")
with Bernard Masson, the Company's President, Digital & Film Imaging
Systems and Senior Vice President, in connection with Mr. Masson's
termination of employment with the Company effective January 1, 2006.
Pursuant to the terms of the Agreement, Mr. Masson will receive a
severance allowance equal to $1,646,040, payable in equal consecutive
monthly payments over the 12-month period commencing on the six-month
anniversary of the date of his termination of employment. In addition,
Mr. Masson's termination of employment will be treated as an "approved
reason" for purposes of any stock options he holds and pursuant to the
terms of the Company's Leadership Stock Program, so he will not forfeit
these awards as a result of his separation from service. Mr. Masson
will remain eligible for an award under the Executive Compensation for
Excellence and Leadership ("EXCEL") plan for the 2005 performance
period in accordance with the terms of EXCEL, and he will receive
continuation of existing health, dental and basic life insurance
coverages, a retraining allowance and outplacement services, in
accordance with the normal policies and practices of the Company. In
addition, pursuant to the terms of a previous letter agreement between
Mr. Masson and the Company effective May 5, 2005, Mr. Masson will
receive the current balance in his phantom cash balance account, in an
amount equal to $200,000, plus accrued interest.
A copy of the Agreement is attached as Exhibit (10) P.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(10) P. Bernard Masson Agreement dated September 30, 2005.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
EASTMAN KODAK COMPANY
By: /s/ Richard G. Brown, Jr.
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Richard G. Brown, Jr.
Controller
Date: October 6, 2005
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EASTMAN KODAK COMPANY
INDEX TO EXHIBIT
Exhibit No.
(10) P. Bernard Masson Agreement dated September 30, 2005.