Exhibit 10.22(e)
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:
<PAGE>
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
&n
