Employee’s Representations. You understand and agree that any and all of your obligations to the Company regarding confidentiality, non-solicitation, non-disparagement, and non-competition to which you previously agreed continue following the Separation Date and are not impacted by this Agreement, and the instance of a conflict between this Agreement, the Employment Agreement and the Award Agreement, the more restrictive covenant applies. Specifically, you hereby represent and warrant to the Company, with full knowledge that the Company intends to rely on these representations, the following:

Employee’s Rights. The Units will not have voting or other rights uniquely associated with common stock, and Employee will receive dividend equivalents rather than dividends. The Corporation hereby grants to Employee an award of dividend equivalents (pursuant to [Section 14] of the Plan) with respect to each Unit granted pursuant to this Agreement for all dividends and distributions in cash, Shares or other property which are paid to all or substantially all holders of the outstanding shares of Shares and that have a record date between the Grant Date and the date when the Unit is distributed or paid to Employee or is forfeited or expires (the “Dividend Equivalents Period”). Pursuant to the dividend equivalents, Employee shall be entitled to receive a cash payment in an amount equal to the aggregate dividends paid by the Corporation with a record date that occurs during the Dividend Equivalents Period that would have been payable to Employee with respect to the Share underlying the Unit to which such dividend equivalent is linked, had such Share been outstanding on the applicable dividend record date. Any amounts payable in respect of dividend equivalents shall be paid as and when the dividends in respect of which such dividend equivalent payments arise are paid to holders of Shares, without regard to the vested status of the underlying Unit. Any dividend equivalents granted in connection with the Units issued hereunder, and any amounts that may become distributable in respect thereof, shall be treated separately from such Units and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code.

Employee’s Death. If Employee dies prior to receipt of any payments that this Agreement provides, Company will pay any remaining payments to Employee’s estate (subject to the other terms and conditions of this Agreement), except to the extent that Employee’s current or future beneficiary designation forms for Company benefit plans that utilize such forms provide otherwise.

The Employee represents warrants and undertakes all of the following:

Employee’s Agreement. Your Eastman Kodak Company Employee’s Agreement will remain in full force and effect following the your termination of employment with the Company, including, without limitation, the provisions regarding nondisclosure of confidential information, non-competition with the Company, and non-solicitation of Company employees, customers and suppliers. Before you accept employment with any other person or entity while your Employee’s Agreement is in effect, you must provide the prospective employer with written notice of the provisions of the Employee’s Agreement and will deliver a copy of the notice to the Company.

Employee’s Successors. Without the written consent of the Company, Employee shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of Employee hereunder shall inure to the benefit of, and be enforceable by, Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees.

Employee’s Representations. Employee hereby represents and warrants all of the following to [[Verso:Organization]]:

Employee’s Representations. Employee represents and warrants that:

Employee’s Acknowledgements. The Employee acknowledges that she: # has read this Agreement; # has been represented in the preparation, negotiation and execution of this Agreement by legal counsel of the Employee’s own choice or has voluntarily declined to seek such counsel; and # understands the terms and consequences of this Agreement.

Employee’s Cooperation. After the Separation Date, Employee shall cooperate with the Company and its affiliates, upon the Company’s reasonable request, with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters within the scope of Employee’s duties and responsibilities to the Company or its affiliates during his employment with the Company (including, without limitation, Employee being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may have come into Employee’s possession during his employment); provided, however, that # any such request by the Company shall not be unduly burdensome or interfere with Employee’s personal schedule or ability to engage in gainful employment and # this provision shall not apply to any such investigation or proceeding that arises out of or relates to a dispute between Employee and the Company and/or any of its affiliates.