“Cause” means any of the following: # your Willful and continued failure or refusal for a period of at least 60 days following delivery to you of a written notification from the Board to attempt to perform the usual, customary or reasonable functions of your positions other than due to a disability or approved leave; or # your gross negligence or Willful misconduct in the performance of your duties or obligations to the Company that is, as determined by the Board in good faith, materially detrimental to the Company; or # your conviction of any felony (other than a felony predicated on your vicarious liability or involving a traffic violation) or crime involving moral turpitude; or # your unlawful possession, use or sale of narcotics or other controlled substances, or performing job duties while illegally used controlled substances are present in your system; or # your material breach of this Agreement which, if correctable, remains uncorrected for 20 days after written notice to you by the Company of the breach; or # your material breach of a requirement of the Kodak Business Conduct Guide which requirement has consistently resulted in the termination of employment by employees who have committed similar breaches and which, if correctable, remains uncorrected for 20 days after written notice to you by the Company of the breach; or # your material breach of the Employee’s Agreement.

“Competitive Enterprise” means any business enterprise that derives more than 20% of its revenue from any activity that competes anywhere with any activity that the Company is then engaged in and which activity generates more than 10% of the Company’s revenue.

“Cause” means any of the following: # your continued failure, for a period of at least 30 calendar days following a written warning, to perform your duties in a manner deemed satisfactory by your supervisor, in the exercise of his or her sole discretion; # your failure to follow a lawful written directive of the Chief Executive Officer, your supervisor or the Board; # your willful violation of any material rule, regulation, or policy that may be established from time to time for the conduct of the Company’s business; # your unlawful possession, use or sale of narcotics or other controlled substances, or performing job duties while illegally used controlled substances are present in your system; # any act or omission or commission by you in the scope of your employment # which results in the assessment of a civil or criminal penalty against you or the Company, or # which in the reasonable judgment of your supervisor could result in a material violation of any foreign or U.S. federal, state or local law or regulation having the force of law; # your conviction of or plea of guilty or no contest to any crime involving moral turpitude; # any misrepresentation of a material fact to, or concealment of a material fact from, your supervisor or any other person in the Company to whom you have a reporting relationship in any

“Cause” means any of the following: # your continued failure, for a period of at least 30 calendar days following a written warning, to perform your duties in a manner deemed satisfactory by your supervisor, in the exercise of his or her sole discretion; # your failure to follow a lawful written directive of the Chief Executive Officer, your supervisor or the Board of Directors of the Company; # your willful violation of any material rule, regulation, or policy that may be established from time to time for the conduct of the Company’s business; # your unlawful possession, use or sale of narcotics or other controlled substances, or performing job duties while illegally used controlled substances are present in your system; # any act or omission or commission by you in the scope of your employment # which results in the assessment of a civil or criminal penalty against you or the Company, or # which in the reasonable judgment of your supervisor could result in a material violation of any foreign or U.S. federal, state or local law or regulation having the force of law; # your conviction or of plea of guilt or no contest to any crime involving moral turpitude; # any misrepresentation of a material fact to, or concealment of a material fact from, your supervisor or any other person in the Company to whom you have a reporting relationship in any capacity; or # your breach of the Company’s Business Conduct Guide or the [[Organization A:Organization]] Employee’s Agreement.

“Competitive Enterprise” means any business enterprise that derives more than 20% of its revenue from any activity that competes anywhere with any activity that the Company is then engaged in and which activity generates more than 10% of the Company’s revenue.

Definitions Related to Financial Provisions. As used in this Agreement, the following capitalized terms (whether used in the singular or plural) shall have their respective meanings as set forth in this Section 1.3.

Definitions Related to Technologies and Products. As used in this Agreement, the following capitalized terms (whether used in the singular or plural) shall have their respective meanings as set forth in this Section 1.2.

Related Matters. Executive further acknowledges and agrees to resign from all Company positions, including membership on any board of directors at the time of Executive’s termination.

Related Transactions. No director, officer or employee of the Corporation nor any “associate” (as defined in Rule 405 in the rules and regulations promulgated under the Securities Act) of any such person is indebted to the Corporation, nor is the Corporation indebted (or committed to make loans or extend or guarantee credit) to any such person, nor is any such person a party to any transaction (other than as an employee or consultant) with the Corporation providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring cash payments to, any such person.

With respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2, including on any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations: