NOTE 20: STOCK-BASED COMPENSATION

Kodak’s stock incentive plan is the 2013 Omnibus Incentive Plan (the “2013 Plan”). The 2013 Plan is administered by the Executive Compensation Committee of the Board of Directors.

Officers, directors and employees of the Company and its consolidated subsidiaries are eligible to receive awards. Stock options are generally non-qualified, are at exercise prices equal to the closing price of Kodak’s stock on the date of grant and expire seven years after the grant date. Stock-based compensation awards granted under Kodak’s stock incentive plan are generally subject to a three-year vesting period from the date of grant, or a later date as determined by the Executive Compensation Committee. Awards are subject to settlement in newly-issued shares of common stock. Unless sooner terminated by the Executive Compensation Committee, no awards may be granted under the 2013 Plan after the tenth anniversary of the Effective Date.

The maximum number of shares of common stock that may be issued under the 2013 Plan is approximately 4.8 million. In addition, under the 2013 Plan, the maximum number of shares available for the grant of incentive stock options is 2.0 million shares. The maximum number of shares as to which stock options or stock appreciation rights may be granted to any one person under the 2013 Plan in any calendar year is 2.0 million shares. The maximum number of performance-based compensation awards that may be granted to any one employee under the 2013 Plan in any calendar year is 1.0 million shares or, in the event such award is paid in cash, $2.5 million. The maximum number of awards that may be granted to any non-employee director under the 2013 Plan in any calendar year may not exceed a number of awards with a grant date fair value of $900,000, computed as of the grant date.

Compensation expense is recognized on a straight-line basis over the service or performance period for each separately vesting tranche of the award and is adjusted for actual forfeitures before vesting. Kodak assesses the likelihood that performance-based shares will be earned based on the probability of meeting the performance criteria. For those performance-based awards that are deemed probable of achievement, expense is recorded, and for those awards that are deemed not probable of achievement, no expense is recorded. Kodak assesses the probability of achievement each quarter.

Restricted Stock Units

Restricted stock units are payable in shares of the Company common stock upon vesting. The fair value is based on the closing market price of the Company’s stock on the grant date. Compensation cost related to restricted stock units was $5 million for the year ended December 31, 2016 and $7 million for the years ended December 31, 2015 and 2014.

The weighted average grant date fair value of restricted stock unit awards granted for the years ended December 31, 2016, 2015 and 2014 was $13.85, $14.86 and $24.16, respectively. The total fair value of restricted stock units that vested in the years ended December 31, 2016, 2015 and 2014 was $7 million, $5 million and $2 million, respectively. As of December 31, 2016, there was $4 million of unrecognized compensation cost related to restricted stock units. The cost is expected to be recognized over a weighted average period of 1.5 years.

The following table summarizes information about restricted stock unit activity for the year ended December 31, 2016:

	Number of Restricted Stock Units		Weighted-Average Grant Date Fair Values
Outstanding on December 31, 2015		774,545	$19.13
Granted		331,195	13.85
Vested		395,577	18.89
Forfeited		58,619	19.40
Outstanding on December 31, 2016		651,544	16.57

Stock Options

The following table summarizes information about stock option activity for the year ended December 31, 2016:

	Shares Under Option		Weighted Average Exercise Price Per Share	Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value ($ millions)
Outstanding on December 31, 2015		1,520,795	$18.89
Granted		824,540	13.84
Exercised		5,797	13.76
Forfeited		125,079	17.47
Outstanding on December 31, 2016		2,214,459	17.10	5.67	$2
Exercisable on December 31, 2016		717,095	20.28	5.01	-
Expected to vest December 31, 2016		1,497,364	15.58	5.99	2

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value that option holders would have received had all option holders exercised their options on the last trading day of 2016. The aggregate intrinsic value is the difference between the Kodak closing stock price on the last trading day of the year and the exercise price, multiplied by the number of in-the-money options.

The weighted average grant date fair value of options granted for the years ended December 31, 2016, 2015 and 2014 was $5.56, $5.94 and $7.74, respectively. The total fair value of options that vested during the year ended December 31, 2016 and 2015 was $3 million and $2 million, respectively. No options vested during the year ended December 31, 2014. Compensation cost related to stock options for the years ended December 31, 2016, 2015 and 2014 was $4 million, $4 million and $1 million, respectively.

As of December 31, 2016, there was $5 million of unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighted average period of 1.6 years.

Kodak utilizes the Black-Scholes option valuation model to estimate the fair value of stock options. Public trading of the Company’s common stock began on September 23, 2013, providing limited historical data upon which to base assumptions. The expected term of options granted is the period of time the options are expected to be outstanding and is calculated using a simplified method based on the option’s vesting period and original contractual term. Until late in 2016 the Company estimated expected volatility by taking the average of the historical volatility of the Company’s stock (measured using the daily closing stock prices since public trading in the Company’s stock began) and the implied volatility of exchange traded options on the Company’s equity over the two-week period prior to the valuation date. The Company now uses only the historical volatility of the Company’s stock to estimate expected volatility. The risk-free rate was based on the yield on U.S. Treasury notes with a term equal to the option’s expected term.

The following inputs were used for the valuation of option grants issued in each year:

	Year Ended December 31,
	2016	2015	2014
Weighted-average fair value of options granted	$5.56	$5.94	$7.74
Weighted-average risk-free interest rate	1.32%	1.46%	1.46%
Range of risk-free interest rates	0.93% - 1.96%	1.26% - 1.60%	1.39% - 1.51%
Weighted-average expected option lives	4.6 years	4.5 years	4.5 years
Expected option lives	4.5 - 4.9 years	4.5 years	4.5 years
Weighted-average volatility	47%	46%	39%
Range of expected volatilities	44% - 51%	40% - 49%	36% - 42%
Weighted-average expected dividend yield	0.0%	0.0%	0.0%

Stock-based Awards Classified as Liabilities

Kodak settled a portion of its 2015 incentive compensation plans in 2016 with 188,584 shares of common stock with a pre-tax fair value of $2 million on the date of issuance. The shares were issued under the 2013 Omnibus Incentive Plan. Stock compensation expense associated with the incentive compensation plans was approximately $5 million for the year ended December 31, 2015.