Exhibit 10.22(i)
THIRD AMENDMENT
TO THE
PLAYBOY ENTERPRISES, INC.
BOARD OF DIRECTORS'
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. Board of Directors' Deferred
Compensation Plan, as amended and restated effective January 1, 2005 and amended
twice thereafter (the "Plan"); and
WHEREAS, Sections 7.01 and 7.02 of the Plan reserve to the Company's Board
of Directors (the "Board") the authority to amend and terminate the Plan at any
time; and
WHEREAS, the Board has determined that the Plan shall be terminated (i) if
the Company's Deferred Compensation Plan for executives is terminated or (ii) if
enough Participants elect to receive transition distributions in January 2009
under new Section 4.11 of the Plan so that at least 66 2/3% of the total
benefits accrued through December 31, 2008 will have been paid out after such
January 2009 distributions are completed, because so few assets and Participants
would remain in the Plan and the costs of maintaining the Plan for such small
numbers cannot be justified; and
WHEREAS, the Board desires that the Plan be terminated (if the
preconditions for termination are met) in a manner that permits all remaining
benefits to be distributed during the thirteenth month after the actions
authorizing the Plan termination take place without violating the
anti-acceleration prohibition under Section 409A of the Internal Revenue Code of
1986, as amended;
NOW, THEREFORE, the Plan is hereby amended in the following respects:
1. The following new paragraphs are added to Section 7.02, Company's Right
to Terminate:
"Notwithstanding any Plan provisions to the contrary, if sufficient
Participant distribution elections are made under Section 4.11 so that,
after such January, 2009 distributions are completed, no more than 33 1/3%
of all vested benefits would remain unpaid under the Plan, then the Plan
shall be terminated effective as of the last day of the distribution
election period under Section 4.11 (December 23, 2008), in accordance with
the provisions of this Section 7.02. Alternatively, if the Company
terminates its Deferred Compensation Plan for executives due to a similar
lack of participant interest, then this Plan also shall be terminated as
if the conditions of the preceding sentence were satisfied, regardless of
whether such conditions were actually met. If the preceding conditions are
not met, then the Plan shall not terminate and the following provisions of
this Section 7.02 shall be null and void.
All distribution events occurring after the December 23, 2008 Plan
termination date shall not give rise to any distribution rights. The only
distributions payable under the Plan after the Plan termination date shall
be (i) Plan termination distributions under this Section 7.02; (ii)
distributions which are in pay status or already scheduled as of the Plan
termination date due to a prior distribution event under Sections 4.01,
4.02 or 4.03; (iii) transition distributions elected under Section 4.11;
and (iv) hardship distributions made in accordance with Section 4.06.
Except for the foregoing removal of distribution events from the
terminated Plan, Participants shall continue to have all other rights of
Participants under the Plan until their benefit has been fully paid.
Distributions triggered solely by the Plan termination shall be paid
in a lump sum during the thirty (30) day period commencing with the
one-year anniversary of the Plan termination date. Participants shall not
be allowed any influence regarding in which calendar year this payment is
made; the timing of such Plan termination payments shall be determined in
the sole discretion of the Company. Any benefit that is in pay status or
otherwise scheduled for payment after that thirty (30) day distribution
period shall be accelerated and paid in a single lump sum during that
thirty (30) day distribution period the same as a Plan termination
distribution.
This Plan termination shall be administered so as to comply with
Treasury Regulation ss.1.409A-3(j)(4)(ix)(C) and any Plan provision not
consistent with that intent shall be disregarded or conformed in
operation, in the discretion of the Administrative Committee, to ensure
compliance with such Regulation. The Company reserves the right to further
amend the Plan, even after the Plan termination date, to facilitate the
Plan termination, to maintain compliance with Code Section 409A or for any
other purpose. The Company agrees to terminate all other similar plans,
and not to adopt any similar replacement plan for at least the next three
years after adoption of this Plan termination amendment, as and to the
extent required by the aforesaid Treasury Regulation."
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2. The first sentence of Section 8.10, Deferred Compensation Plan
Trust, is hereby rewritten, effective as of the Plan termination
date (but only if the Plan is terminated hereunder), to read as
follows:
"The Company may establish a Trust and designate the trustee,
and shall comply with the terms of the Trust."
IN WITNESS WHEREOF, this Third Amendment, having been duly adopted, is
hereby executed below 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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