|
The individuals named in the following table are the Company's Chief Executive Officer and the four other named executive officers
under Section 229.402(a)(3) of Volume 17 of the Code of Federal Regulations during 2002. The figures shown include both amounts
paid and amounts deferred.
| SUMMARY COMPENSATION TABLE |
 |
| |
Annual Compensation |
|
|
Long-Term Compensation |
|
|
|
| |
Awards |
Payouts |
|
|
Name and
Principal
Position |
Year |
Salary |
Bonus(a) |
Other
Annual
Compen-
sation(b) |
Restricted
Stock
Awards(c) |
Securities
Underlying
Options/
SARs(d) |
LTIP
Pay-
outs(e) |
All Other
Compen-
sation(f) |
|
|
|
|
|
D. A. Carp
Chairman
& CEO |
2002
2001
2000 |
$1,030,769
1,000,000
1,000,000 |
$2,327,325
507,500
598,500 |
$26,030
25,695
- |
|
|
$4,249,010
2,968,751
- |
175,000
410,000
100,000 |
0
0
0 |
$0
0
0 |
|
R. H. Brust
Exec. V. P.
& CFO |
2002
2001
2000 |
635,828
585,003
492,764 |
669,240
151,200
225,720 |
-
-
- |
|
|
424,162
430,414
467,542 |
42,000
78,000
228,000 |
0
0
0 |
487,768
827,923
1,269 |
|
M. M. Coyne
Exec. V. P. |
2002
2001
2000 |
719,692
667,984
449,449 |
889,746
176,400
400,075 |
20,953
-
- |
|
|
291,332
553,447
409,375 |
36,000
95,000
146,000 |
0
0
0 |
0
0
0 |
|
M. P. Morley
Exec. V. P.
& CAO |
2002
2001
2000 |
491,154
466,095
393,186 |
514,800
136,000
184,680 |
-
-
- |
|
|
368,669
430,414
- |
35,000
42,000
73,000 |
0
0
0 |
0
0
0 |
|
D. P. Palumbo
Sr. V. P. |
2002
2001
2000 |
514,154
490,384
353,346 |
517,195
132,680
154,465 |
-
-
- |
|
|
365,915
461,070
310,000 |
169,443
36,400
120,000 |
0
0
0 |
32,055
30,547
50,048 |
|
| (a) |
This column shows Executive Compensation for Excellence and Leadership Plan (EXCEL), and its predecessor, Management Variable
Compensation Plan, awards for services performed, not paid, in each year indicated. For M. P. Morley for 2002, the amount also
includes a retention bonus of $20,000 paid under his March 13, 2001 retention agreement.
|
| (b) |
Where no amount is shown, the value of personal benefits provided was less than the minimum amount required to be reported.
For D. A. Carp, the amounts shown in this column represent tax payments made by the Company relating to his use of Company
transportation. The Company requires D. A. Carp to use Company transportation for security reasons. For M. M. Coyne, the amount
shown in this column represents tax payments made by the Company relating to his use of Company transportation and other
Company paid travel expenses.
|
| (c) |
The awards shown represent grants of restricted stock or restricted stock units valued as of the date of grant. Dividends are paid
on the restricted shares and restricted units as and when dividends are paid on Kodak common stock. The restrictions on the
awards granted under the Executive Incentive Program lapse on December 31, 2003.
D. A. Carp - For 2002, 100,000 shares granted as a retention based award, valued on December 2, 2002 at $36.73 per share and
18,611 shares awarded under the Executive Incentive Program, valued on February 18, 2003 at $30.95 per share. For 2001,
20,000 shares granted in recognition of his election as Chairman, valued on January 12, 2001, at $40.875 per share and 52,630
shares granted in substitution of, and not in addition to, the stock option grants the named executives would otherwise have
received in January 2001 under the management stock option program, valued on January 16, 2001, at $40.875 per share.
R. H. Brust - For 2002, 5,000 shares granted as a retention based award, valued on December 2, 2002 at $36.73 per share and
7,771 shares awarded under the Executive Incentive Program, valued on February 18, 2003 at $30.95 per share. For 2001,
10,530 shares granted in substitution of, and not in addition to, the stock option grants the named executives would otherwise have
received in January 2001 under the management stock option program, valued on January 16, 2001, at $40.875 per share. For
2000, 11,625 shares granted as a signing bonus valued on January 3, 2000, at $40.2187 per share.
M. M. Coyne - For 2002, 9,413 shares awarded under the Executive Incentive Program, valued on February 18, 2003 at $30.95
per share. For 2001, 13,540 shares granted in substitution of, and not in addition to, the stock option grants the named executives
would otherwise have received in January 2001 under the management stock option program, valued on January 16, 2001, at
$40.875 per share. For 2000, 10,000 shares granted in recognition of his appointment as Group Executive of the Photography
Group, valued on October 2, 2000 at $40.9375.
M. P. Morley - For 2002, 5,000 shares granted as a retention based award, valued on December 2, 2002 at $36.73 per share and
5,978 shares awarded under the Executive Incentive Program, valued on February 18, 2003 at $30.95 per share. For 2001,
10,530 shares granted in substitution of, and not in addition to, the stock option grants the named executives would otherwise have
received in January 2001 under the management stock option program, valued on January 16, 2001, at $40.875 per share.
D. P. Palumbo - For 2002, 5,000 shares granted as a retention based award, valued on December 2, 2002 at $36.73 per share
and 5,889 shares awarded under the Executive Incentive Program, valued on February 18, 2003 at $30.95 per share. For 2001,
11,280 shares granted in substitution of, and not in addition to, the stock option grants the named executives would otherwise have
received in January 2001 under the management stock option program, valued on January 16, 2001, at $40.875 per share. For
2000, 5,000 shares granted in recognition of his appointment as President, Consumer Imaging, valued on September 11, 2000, at
$62.00 per share.
The total number and value of restricted stock held as of December 31, 2002 for each named individual (valued at $35.04 per
share) were: D. A. Carp - 208,706 shares - $7,313,058 (includes 25,000 shares awarded in 2002, but granted on 01/01/03);
R. H. Brust - 27,155 shares - $951,511; M. M. Coyne - 25,180 shares - $742,147; M. P. Morley - 35,857 shares - $1,256,429;
D. P. Palumbo - 18,780 shares - $658,051.
|
| (d) |
On August 26, 2002, D. P. Palumbo received stock options to purchase 133,043 shares under the Stock Option Exchange Program.
The remaining amounts for 2002 represent grants made in the fourth quarter of 2002 under the management stock option program.
For D. A. Carp for 2001, the amount includes a grant of stock options to purchase 160,000 shares in recognition of his election
as Chairman.
|
| (e) |
No awards were paid for the periods 2000-2002, 1999-2001, and 1998-2000 under the Performance Stock Program.
|
| (f) |
For R. H. Brust for 2002, the amount represents $446,400 of principal and interest forgiven in connection with the loan from the
Company as described on page 95 and $41,639 as the Company contribution to the cash balance feature of the Kodak Retirement
Income Plan; for 2001 the amount represents $786,300 of principal and interest forgiven in connection with the loan and $41,623
as the Company contribution to the cash balance feature. For D. P. Palumbo the amounts represent Company contributions to the
cash balance feature of the Kodak Retirement Income Plan in the years indicated.
|
|
