Eastman Kodak Company
2013 Omnibus Incentive Plan
RESTRICTED STOCK UNIT AWARD AGREEMENT
This Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of restricted stock units (“RSUs”) by the Company under the Eastman Kodak Company 2013 Omnibus Incentive Plan (the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
Name of Grantee: |
James V. Continenza (the “Grantee”) |
Grant Date: |
February 24, 2026 |
Number of RSUs: |
5 million In the event of a corporate event or transaction involving the Company, the number of RSUs subject to this Award shall be adjusted pursuant to Article 14 of the Plan. |
Vesting: |
The RSUs awarded as set forth above will vest in five equal installments on each of December 31, 2026; December 31, 2027; December 31, 2028; December 31, 2029; and December 31, 2030 (each, a “Vesting Date”), in each case, except as otherwise provided by either this Award Agreement or the Executive Chairman and CEO Agreement, by and between the Company and the Grantee, dated February 23, 2026 (the “Employment Agreement”), subject to Grantee’s continued employment with the Company through the applicable Vesting Date. Pursuant to the Employment Agreement, in the event of the Grantee’s termination of employment by the Company without Cause or voluntarily by the Grantee for Good Reason, or the termination of the Grantee’s employment due to the death, Disability or Retirement of the Grantee, in each case, during the Scheduled Term, any unvested RSUs on the date of the termination of the Grantee’s employment will immediately vest as of such date. Any termination of the Grantee’s employment by the Company during the Scheduled Term that occurs within six months of a Change of Control will be presumed to be a termination without Cause. “Cause,” “Good Reason,” “Disability,” “Retirement,” “Scheduled Term” and “Change of Control” have the meanings given such terms by the Employment Agreement. |
Grantee Rights |
The Grantee shall not have the right to exercise any of the rights or privileges of a shareholder with respect to the shares of Common Stock underlying the RSUs, whether or not vested, until such shares are actually issued to the Grantee. |
Delivery Date |
Subject to the “Withholding” provision below, within 30 days after the earliest of the applicable Vesting Date, and the date of the Grantee’s termination of employment by the Company without Cause, voluntarily by the Grantee for Good Reason, or termination of the Grantee’s employment due to the death, Disability or Retirement of the Grantee, but in no event later than December 31 of the calendar |