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Exhibit 10.24(g)
FIFTH AMENDMENT TO THE
PLAYBOY ENTERPRISES, INC.
EMPLOYEES' INVESTMENT SAVINGS PLAN
(As Amended and Restated Effective January 1, 1997)
WHEREAS, Playboy Enterprises, Inc. (the "Company") maintains the Playboy
Enterprises, Inc. Employees Investment Savings Plan, as amended and most
recently restated effective January 1, 1997 and amended four times thereafter
(the "Plan"); and
WHEREAS, the Company wishes to further amend the Plan, effective as of
January 1, 2003, to comply with the final regulation under Section 401(a)(9) of
the Internal Revenue Code of 1986, as amended (the "Code") relating to required
minimum distributions.
NOW THEREFORE, pursuant to its authority under Section 9.01 of the Plan,
the Company hereby amends the Plan by adding a new Section 6.09 as follows:
Section 6.09 Minimum Distribution Requirements
(a) General Rules.
(1) Effective Date. The provisions of this Section will
apply for purposes of determining required minimum distributions for
calendar years beginning with the 2003 calendar year.
(2) Precedence. The requirements of this Section will take
precedence over any inconsistent provisions of the Plan.
(3) Requirements of Treasury Regulations Incorporated. All
distributions required under this Section will be determined and
made in accordance with the Treasury Regulations under Code Section
401(a)(9).
(4) TEFRA Section 242(b)(2) Elections. Notwithstanding the
other provisions of this article, distributions may be made under a
designation made before January 1, 1984, in accordance with section
242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA)
and the provisions of the Plan that relate to section 242(b)(2) of
TEFRA.
(b) Time and Manner of Distribution.
(1) Required Beginning Date. The Participant's entire
interest will be distributed, or begin to be distributed, to the
Participant no later than the Participant's required beginning date.
(2) Death of Participant Before Distributions Begin. If the
Participant dies before distributions begin, the Participant's
entire interest will be distributed, or begin to be distributed, no
later than as follows:
(A) If the Participant's surviving spouse is the
Participant's sole designated beneficiary, the Participant's
entire interest will be distributed by December 31 of the
calendar year containing the fifth (5th) anniversary of the
Participant's death.
(B) If the Participant's surviving spouse is not the
Participant's sole designated beneficiary, then the
Participant's entire interest will be distributed by December
31 of the calendar year containing the fifth (5th) anniversary
of the Participant's death.
(C) If there is no designated beneficiary as of
September 30 of the year following the year of the
Participant's death, the Participant's entire interest will be
distributed by December 31 of the calendar year containing the
fifth (5th) anniversary of the Participant's death.
(D) If the Participant's surviving spouse is the
Participant's sole designated beneficiary and the surviving
spouse dies after the Participant but before distributions to
the surviving spouse begin, this subsection (b)(2), other than
paragraph (A), will apply as if the surviving spouse were the
Participant.
For purposes of this subsection (b)(2) and subsection (d)
below, unless paragraph (D) applies, distributions are considered to
begin on the Participant's required beginning date. If paragraph (D)
applies, distributions are considered to begin on the date
distributions are required to begin to the surviving spouse under
paragraph (A).
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(3) Forms of Distribution. Unless the Participant's interest
is distributed in the form of a single sum on or before the required
beginning date, as of the first distribution calendar year
distributions will be made in accordance with subsections (c) and
(d) below.
(c) Required Minimum Distributions During Participant's Lifetime.
(1) Amount of Required Minimum Distribution For Each
Distribution Calendar Year. During the Participant's lifetime, the
minimum amount that will be distributed for each distribution
calendar year is the lesser of:
(A) the quotient obtained by dividing the
Participant's account balance by the distribution period in
the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9
of the Treasury Regulations, using the Participant's age as of
the Participant's birthday in the distribution calendar year;
or
(B) if the Participant's sole designated beneficiary
for the distribution calendar year is the Participant's
spouse, the quotient obtained by dividing the Participant's
account balance by the number in the Joint and Last Survivor
Table set forth in Section 1.401(a)(9)-9 of the Treasury
Regulations, using the Participant's and spouse's attained
ages as of the Participant's and spouse's birthdays in the
distribution calendar year.
(2) Lifetime Required Minimum Distributions Continue Through
Year of Participant's Death. Required minimum distributions will be
determined under this subsection (c) beginning with the first
distribution calendar year and up to and including the distribution
calendar year that includes the Participant's date of death.
(d) Required Minimum Distributions After Participant's Death.
(1) Death On or After Date Distributions Begin.
(A) Participant Survived by Designated Beneficiary. If
the Participant dies on or after the date distributions begin
and there is a designated beneficiary, the minimum amount that
will be distributed
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for each distribution calendar year after the year of the
Participant's death is the quotient obtained by dividing the
Participant's account balance by the longer of the remaining
life expectancy of the Participant or the remaining life
expectancy of the Participant's designated beneficiary,
determined as follows:
(i) The Participant's remaining life expectancy
is calculated using the age of the Participant in the
year of death, reduced by one for each subsequent year.
(ii) If the Participant's surviving spouse is the
Participant's sole designated beneficiary, the remaining
life expectancy of the surviving spouse is calculated
for each distribution calendar year after the year of
the Participant's death using the surviving spouse's age
as of the spouse's birthday in that year. For
distribution calendar years after the year of the
surviving spouse's death, the remaining life expectancy
of the surviving spouse is calculated using the age of
the surviving spouse as of the spouse's birthday in the
calendar year of the spouse's death, reduced by one for
each subsequent calendar year.
(iii) If the Participant's surviving spouse is not
the Participant's sole designated beneficiary, the
designated beneficiary's remaining life expectancy is
calculated using the age of the beneficiary in the year
following the year of the Participant's death, reduced
by one for each subsequent year.
(B) No Designated Beneficiary. If the Participant dies
on or after the date distributions begin and there is no
designated beneficiary as of September 30 of the year after
the year of the Participant's death, the minimum amount that
will be distributed for each distribution calendar year after
the year of the Participant's death is the quotient obtained
by dividing the Participant's account balance by the
Participant's remaining life expectancy calculated using the
age of the Participant in the year of death, reduced by one
for each subsequent year.
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(2) Death Before Date Distributions Begin.
(A) Participant Survived by Designated Beneficiary. If
the Participant dies before the date distributions begin and
there is a designated beneficiary, distribution of the
Participant's entire interest will be completed by December 31
of the calendar year containing the fifth (5th) anniversary of
the Participant's death.
(B) No Designated Beneficiary. If the Participant dies
before the date distributions begin and there is no designated
beneficiary as of September 30 of the year following the year
of the Participant's death, distribution of the Participant's
entire interest will be completed by December 31 of the
calendar year containing the fifth (5th) anniversary of the
Participant's death.
(C) Death of Surviving Spouse Before Distributions to
Surviving Spouse Are Required to Begin. If the Participant
dies before the date distributions begin, the Participant's
surviving spouse is the Participant's sole designated
beneficiary, and the surviving spouse dies before
distributions are required to begin to the surviving spouse
under subsection (b)(2)(A) above, this subsection (d)(2) will
apply as if the surviving spouse were the Participant.
(e) Definitions.
(1) Designated beneficiary. The individual who is designated
to receive death benefits under Article 8 and is the designated
beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-1,
Q&A-4 of the Treasury Regulations.
(2) Distribution calendar year. A calendar year for which a
minimum distribution is required. For distributions beginning before
the Participant's death, the first distribution calendar year is the
calendar year immediately preceding the calendar year which contains
the Participant's required beginning date. For distributions
beginning after the Participant's death, the first distribution
calendar year is the calendar year in which distributions are
required to begin under subsection (b)(2) above. The required
minimum distribution for the Participant's first distribution
calendar year will be made on or before the Participant's required
beginning date. The required minimum distribution for other
distribution
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calendar years, including the required minimum distribution for the
distribution calendar year in which the Participant's required
beginning date occurs, will be made on or before December 31 of that
distribution calendar year.
(3) Life expectancy. Life expectancy as computed by use of
the Single Life Table in Section 1.401(a)(9)-9 of the Treasury
Regulations.
(4) Participant's account balance. The Account balance as of
the last accounting date in the calendar year immediately preceding
the distribution calendar year ("valuation calendar year") increased
by the amount of any contributions made and allocated or forfeitures
allocated to his Accounts as of dates in the valuation calendar year
after the accounting date and decreased by distributions made in the
valuation calendar year after the accounting date. The Participant's
Account balance for the valuation calendar year includes any amounts
rolled over or transferred to the Plan either in the valuation
calendar year or in the distribution calendar year if distributed or
transferred in the valuation calendar year.
(5) Required beginning date. In accordance with Section 6.02
of the Plan, the April 1 after the calendar year following the later
of (i) the calendar year in which the Participant attains age 70 1/2
or, (ii) in the case of a non-5% owner, the calendar year in which
the Participant ceases to be an Employee.
IN WITNESS WHEREOF, this Fifth Amendment, having been first duly adopted,
is hereby executed by a duly authorized officer of the Company on this 29th day
of November 2007, to take effect as provided herein.
PLAYBOY ENTERPRISES, INC.
By: /s/ Robert D. Campbell
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Title: SVP, Treasurer
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