Exhibit 10.25(c)
FIRST AMENDMENT
TO
THE SECOND AMENDED AND RESTATED
1997 EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS
OF PLAYBOY ENTERPRISES, INC.
(As Amended and Restated as of September 17, 2008)
Cessation of Future Deferrals of Cash and Equity Awards as of January 1, 2009
WHEREAS, Playboy Enterprises, Inc. (the "Company") maintains the Second
Amended and Restated 1997 Equity Plan for Non-Employee Directors of Playboy
Enterprises, Inc. (the "Plan") for the benefit of its members of the Board of
Directors of the Company who are not employees of the Company (the "Non-Employee
Directors");
WHEREAS, Section 14(a) of the Plan provides that the Board of Directors of
Playboy Enterprises, Inc. (the "Board") may alter, amend or modify the Plan from
time to time; and
WHEREAS, effective January 1, 2009, the Board deems it desirable and
appropriate to cease the ability of Non-Employee Directors to defer any awards
or amounts received by such Non-Employee Director under this Plan into the
Playboy Enterprises, Inc. Board of Directors' Deferred Compensation Plan
(Amended and Restated as of January 1, 2005).
NOW THEREFORE, the First Amendment to the Second Amended and Restated 1997
Equity Plan for Non-Employee Directors of Playboy Enterprises, Inc. is hereby
amended effective as of January 1, 2009, in the following particulars:
1. By deleting the last sentence of paragraph (a) of Section 6 of the Plan
and substituting the following two new sentences as a part thereof:
"Anything in this Section 6 to the contrary notwithstanding, any
Mandatory Meeting Fee Shares that become subject to deferral under
the Deferred Compensation Plan shall be issued in such form
(including book-entry form), at such times and with such rights and
restrictions as shall be specified in the Deferred Compensation Plan;
provided, however, notwithstanding anything to the contrary,
effective January 1, 2009, no new Mandatory Meeting Fee Shares may be
deferred into the Deferred Compensation Plan on or after January 1,
2009. On and after January 1, 2009, all Mandatory Meeting Fee Shares
shall be paid by the respective Issuance Date."
2. By deleting the last sentence of paragraph (b) of Section 6 of the Plan
and substituting the following two new sentences as a part thereof:
"Anything in this Section 6 to the contrary notwithstanding, any
Mandatory Committee Fee Shares that become subject to deferral under
the Deferred Compensation Plan shall be issued in such form
(including book-entry form), at such times and with such rights and
restrictions as shall be specified in the Deferred Compensation Plan;
provided, however, notwithstanding anything to the contrary,
effective January 1, 2009, no new Mandatory Committee Fee Shares may
be deferred into the Deferred Compensation Plan on or after January
1, 2009. On and after
January 1, 2009, all Mandatory Committee Fee Shares shall be paid by the
respective Issuance Date."
3. By deleting the last sentence of paragraph (c) of Section 6 of the Plan
and substituting the following two new sentences as a part thereof:
"Anything in this Section 6 to the contrary notwithstanding, any
Mandatory Retainer Shares that become subject to deferral under the
Deferred Compensation Plan shall be issued in such form (including
book-entry form), at such times and with such rights and restrictions
as shall be specified in the Deferred Compensation Plan; provided,
however, notwithstanding anything to the contrary, effective January
1, 2009, no new Mandatory Retainer Shares may be deferred into the
Deferred Compensation Plan on or after January 1, 2009. On and after
January 1, 2009, all Mandatory Retainer Shares shall be paid by the
respective Issuance Date."
4. By deleting the last sentence of paragraph (b) of Section 7 of the Plan
and substituting the following two new sentences as a part thereof:
"Anything in this Section 7 to the contrary notwithstanding,
any Voluntary Shares that become subject to deferral under the
Deferred Compensation Plan shall be issued in such form (including
book-entry form), at such times and with such rights and restrictions
as shall be specified in the Deferred Compensation Plan; provided,
however, notwithstanding anything to the contrary, effective January
1, 2009, no new Voluntary Shares may be deferred into the Deferred
Compensation Plan on or after January 1, 2009. On and after January
1, 2009, all Voluntary Shares shall be paid by the respective
Issuance Date."
IN WITNESS WHEREOF, the following officer who is designated the authority
to execute this First Amendment hereby affix his signature as of this 10th day
of December 2008.
PLAYBOY ENTERPRISES, INC.
/s/ Robert D. Campbell
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