Exhibit 10.31H
RESOLUTIONS OF
THE BOARD OF DIRECTORS OF
PLAYBOY ENTERPRISES, INC.
November 29, 2006
WHEREAS, the Board of Directors of the Company (the "Board") has
determined to amend the Second Amended and Restated Playboy Enterprises, Inc.
1995 Stock Incentive Plan, as amended (the "Employee Stock Plan"), the Amended
and Restated 1997 Equity Plan for Non-Employee Directors of Playboy Enterprises,
Inc., as amended (the "Director Stock Plan") and the Playboy Enterprises, Inc.
Employee Stock Purchase Plan, as amended (the "ESPP") in order to (i) permit the
grant of awards under the Employee Stock Plan for a period ending ten years from
the date of stockholder approval of such amendment and to increase by 2,200,000
the number of shares of the Company's Class B common stock, par value $0.01 per
share (the "Class B Common Stock"), that may be issued pursuant to awards
granted under or funded through the Employee Stock Plan, (ii) permit the grant
of awards under the Director Stock Plan for a period ending ten years from the
date of stockholder approval of such amendment and to increase by 200,000 the
number of shares of Class B Common Stock that may be issued pursuant to awards
granted under or funded through the Director Stock Plan and (iii) increase by
90,000 the numbers of shares of Class B Common Stock that may be purchased under
the ESPP. (The Employee Stock Plan, Director Stock Plan and ESPP are hereinafter
collectively referred to as the "Stock Plans.")
WHEREAS, the Board has determined that is advisable and in the best
interest of the Company to reserve an additional 10,000 shares of Class B Common
Stock for issuance to employees pursuant to the Company's Service Award Program.
NOW, THEREFORE, IT IS HEREBY:
RESOLVED, that the form, terms and provisions of the amendment to
the Employee Stock Plan attached hereto as Exhibit A (the "Employee Stock Plan
Amendment") are hereby approved and adopted in all respects; and
IT IS FURTHER RESOLVED, that the form, terms and provisions of the
amendment to the Director Stock Plan attached hereto as Exhibit B (the "Director
Stock Plan Amendment") are hereby approved and adopted in all respects; and
IT IS FURTHER RESOLVED, that the form, terms and provisions of the
amendment to the ESPP attached hereto as Exhibit C (the "Employee Stock Plan
Amendment" and together with the Employee Stock Plan Amendment and the Director
Stock Plan Amendment, the "Stock Plan Amendments") are hereby approved and
adopted in all respects; and
IT IS FURTHER RESOLVED, that an additional 2,490,000 shares of Class
B Common Stock are hereby set aside and reserved for issuance pursuant to the
awards granted under or funded through the Stock Plans, subject to adjustment as
may be required in accordance
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with the terms of the Stock Plans, and an additional 10,000 shares of Class B
Common Stock are hereby reserved for issuance to employees pursuant to the
Service Award Program; and
IT IS FURTHER RESOLVED, that upon the issuance and sale of shares of
Class B Common Stock pursuant to and in accordance with awards granted under or
funded through the Stock Plans or Service Award Program, such shares will be
duly and validly issued, fully paid and non-assessable; and
IT IS FURTHER RESOLVED, that (i) the Stock Plans, as amended, be and
hereby are, recommended to the stockholders of the Company, (ii) the Stock
Plans, as amended, be submitted to such stockholders for the their approval and
(iii) the approval sought pursuant to clause (ii) above be sought and obtained
in a manner (including, at the discretion of the appropriate officers of the
Company, by the written consent of the majority stockholder of the Company)
which complies with the shareholder approval requirements of the New York Stock
Exchange and Sections 162(m), 422 and 423 of the Internal Revenue Code of 1986,
as amended; and
IT IS FURTHER RESOLVED, that the officers of the Company, and each
of them, be authorized and directed to execute these resolutions and are
authorized and directed to execute such other documents and to take all such
further actions as they, or any of them, determines to be necessary, desirable
or appropriate to accomplish the purpose of the foregoing resolutions; and
IT IS FURTHER RESOLVED, that any actions taken by any officer or
director prior to the date of the foregoing resolutions adopted hereby that are
within the authority conferred thereby are hereby ratified, confirmed and
approved as the acts and deeds of the Company.
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EXHIBIT A
Amendment to the
Second Amended and Restated Playboy Enterprises, Inc. 1995 Stock Incentive
Plan
1. The Second Amended and Restated Playboy Enterprises, Inc. 1995 Stock
Incentive Plan (the "Plan") is amended to increase by 2,200,000 the number of
shares of the Company's Class B common stock, par value $0.01 per share (the
"Class B Common Stock"), that may be issued pursuant to awards granted under or
funded through the Plan by deleting the existing last sentence of Section 2.1(a)
thereof in its entirety and replacing such sentence with a new sentence that
reads as follows:
"The aggregate number of shares which may be issued upon exercise of
such Options or rights or upon any such awards under the Plan shall
not exceed 7,703,000 shares of Common Stock."
2. The Plan is amended to permit the grant of awards under the Plan for a
period ending ten years from the date of stockholder approval of the Plan as
amended by this amendment.
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EXHIBIT B
Amendment to the
Amended and Restated 1997 Equity Plan for Non-Employee Directors of
Playboy Enterprises, Inc.
1. The Amended and Restated 1997 Equity Plan for Non-Employee Directors of
Playboy Enterprises, Inc. (the "Plan") is amended to increase by 200,000 the
number of shares of the Company's Class B common stock, par value $0.01 per
share (the "Class B Common Stock"), that may be issued pursuant to awards
granted under or funded through the Plan by deleting the first sentence of
Section 3 thereof in its entirety and replacing such sentence with a new
sentence that reads as follows:
"Subject to adjustment as provided in Section 9 of this Plan, the
number of shares of Common Stock issued or transferred, plus the
number of shares of Common Stock covered by outstanding Awards and
not forfeited under this Plan, shall not in the aggregate exceed
600,000 shares, which may be shares of original issuance or shares
held in treasury or a combination thereof."
3. The Plan is amended to permit the grant of awards under the Plan for a
period ending ten years from the date of stockholder approval of the Plan as
amended by this amendment.
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EXHIBIT C
Amendment to the
Playboy Enterprises, Inc. Employee Stock Purchase Plan
The Playboy Enterprises, Inc. Employee Stock Purchase Plan (the "Plan") is
amended to increase by 90,000 the number of shares of the Company's Class B
common stock, par value $0.01 per share (the "Class B Common Stock"), that may
be purchased under the Plan by deleting the second sentence of Section 5 thereof
in its entirety and replacing such sentence with a new sentence that reads as
follows:
"Subject to the provisions of Section 6(h), the aggregate number of
shares which may be purchased under the Plan shall not exceed 230,000
shares of Class B Common Stock."
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