Exhibit 10.22(d)
SECOND AMENDMENT
TO THE
PLAYBOY ENTERPRISES, INC.
DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 2005)
WHEREAS, Playboy Enterprises, Inc. (the "Company") has established and
maintains the Playboy Enterprises, Inc. Deferred Compensation Plan, as amended
and restated effective January 1, 2005 and amended once thereafter (the "Plan");
and
WHEREAS, Section 7.01 of the Plan reserves to the Company's Board of
Directors (the "Board") the authority to amend the Plan at any time; and
WHEREAS, the Board has determined that it is desirable to freeze the Plan
as of December 31, 2008 and to add a new transitional distribution election
feature to the Plan effective as of December 10, 2008;
NOW, THEREFORE, the Plan is hereby amended in the following respects:
1. A new subsection(e) is added to Section 3.01, Participation,
effective as of December 31, 2008, to read as follows:
"e) Notwithstanding any Plan provision to the
contrary, participation in the Plan shall be
frozen as of December 31, 2008 and any
Employee who is not already a Participant on
that date shall not be permitted to elect to
participate in the Plan for any Plan Year that
begins after December 31, 2008."
2. A new subsection (c) is added to Section 3.02, Deferral of Salary
and Incentive Award or Sales Commission, effective as of December 31, 2008, to
read as follows:
"c) Notwithstanding any Plan provision to the
contrary, no contributions shall be made by or
on behalf of any Participant with respect to
any Plan Year that begins after December 31,
2008. Accordingly, no Agreements shall be
permitted, accepted, honored or have any
effect with respect to any such Plan Year and
the deferral limitations set forth in Sections
3.03(a) and (b) below shall all be reduced
to zero percent (0%) effective for any Plan
Year that begins after December 31, 2008."
3. A new subsection (d) is added to Section 3.06, Company
Allocation; effective as of December 31, 2008, to read as follows:
"d) Notwithstanding any Plan provision to the
contrary, no Company Allocation shall be made
or credited on behalf of any Participant for
any Plan Year that begins after December 31,
2008. Accordingly, no Company Allocation shall
be made or credited with respect to any
Salary, Incentive Award or Sales Commission
(or attempted deferral thereof) that is
attributable to a Participant's service to the
Company during any such Plan Year."
4. A new Section 4.12 is added to the Plan, effective as
of December 10, 2008, to read as follows:
"4.12 Transitional Early Distribution Option.
The Plan shall offer a new single sum benefit
distribution option, commencing effective
December 10, 2008, in accordance with this
Section 4.12. All Participants who have not
yet incurred a distributable event under any
of Sections 4.01, 4.02, 4.03 or 4.04 prior to
December 10, 2008 shall become 100% vested as
of that date and shall have the opportunity to
elect to receive a lump sum payment of the
entire vested portion of their accounts under
the Plan. Such benefit shall first become
payable on January 2, 2009 and shall be
processed for payment thereafter, valued and
distributed no later than January 30, 2009. In
order to receive such early distribution under
this Section 4.12, the Participant must file a
written election, in accordance with
transition election guidance under Code
Section 409A, not later than December 23, 2008
and the Participant must not have incurred a
distributable event under any other provision
of Article IV before such election is filed.
A transitional distribution election made
under this Section 4.12 shall override and
supersede any and all other distribution
rights and elections then
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applicable to the electing Participant and
shall render the Participant ineligible for
distribution under any other Section of the
Plan regardless of any distributable events
subsequently incurred by the electing
Participant. This distribution election shall
be considered to be consistent with Section
3.02(d) and not subject to Section 3.02(e)."
IN WITNESS WHEREOF, this Second Amendment, having been first duly adopted,
is hereby executed by a duly authorized officer on behalf of the Company on this
10th day of December, 2008.
PLAYBOY ENTERPRISES, INC.
By: /s/ Robert D. Campbell
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Robert D. Campbell
Senior Vice President, Treasurer
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