Exhibit 10.22(h)
SECOND 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
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. New subsections (g) and
(h) are added to Section 3.01,
Eligibility and Participation, effective as of
December 31, 2008, to read as
follows:
"(g) Notwithstanding any Plan
provision to the
contrary, participation in the Plan shall be
frozen as of December 31,
2008 and any
Director 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.
(h)
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,
