Exhibit 10.2
FIRST AMENDMENT
TO THE
PLAYBOY ENTERPRISES, INC.
BOARD OF DIRECTORS' DEFERRED COMPENSATION PLAN
(As Amended and Restated 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 January 1, 2005 (the
"Plan"), for the
benefit of its non-employee directors;
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 make
certain
written amendments to the Plan in order to be compliant with
Section 409A of the
Internal Revenue Code
of 1986, as amended ("Code Section 409A"), and that such
written amendments,
pursuant to IRS Notice 2007-86, are permitted to be made at
any time on or before December 31, 2008;
NOW,
THEREFORE,
the Plan is hereby
amended, effective as of January 1,
2008, in the following
particulars in order to ensure it is compliant with Code
Section 409A in all regards:
1.
The
definition
of "Director Fees" in Section 2.11 is amended by
rewriting the first sentence thereof to read as follows:
"
'Director Fees'
for purposes of this Plan shall be the
total of
the
Director's fees and other remuneration for services rendered
as
a member
of the Board of
Directors during a
Plan Year,
including
Retainer
Fees, Meeting Fees and Committee Fees."
2.
Clause
(b) of Section 2.12 of the Plan is hereby
deleted in its
entirety and replaced with the following:
"(b) if
there is no reporting of transactions on the NYSE, the
fair
market
value of a share of Common Stock as determined by the Board
of
Directors from time to time acting in good faith and, in all
instances,
in
compliance
with
Treasury Regulation
Section
1.409A-1(b)(5)(iv)(B)."
3. The definition of "Meeting Fees" in Section 2.14 is rewritten to
read as follows:
" 'Meeting
Fees' means the
compensation payable
to a Director with
regard to
the meetings of the
Board of Directors,
convening as a
whole,
that he or she attends during a Plan Year."
4.
Section
2.18 is amended by adding a second sentence to the Section,
to read as follows:
"
'Committee Fees'
mean the portion of a Director's annual
compensation that is
payable based on his or her assignment to, and
service
on, one or more committees of the Board of Directors."
5.
Section
3.01, Eligibility and Participation, is hereby rewritten to
read as follows:
<PAGE>
"3.01
Eligibility
and Participation. A Director who is not an
employee
of the Company
may elect to
participate
actively in the
Plan from
year to year by filing an Agreement with the Company as
follows:
(a)
In the initial
year of eligibility,
a Director who elects
to
participate in the
Plan must file an Agreement with the
Company within thirty
(30) days from the date he or she first
becomes a Director and prior to the beginning of the calendar
quarter in
which the Director Fees to be deferred are
otherwise earned.
Notwithstanding the preceding sentence, a
Director who is already eligible to participate in any similar
type of deferred
compensation plan maintained by the Company,
and which would be
aggregated with this
Plan for purposes of
IRC Section 409A, shall not be eligible to participate in this
Plan for the Plan Year
in which he or she
first becomes a
non-employee Director
but may elect to
participate as of the
start of any
subsequent Plan
Year. For all Plan Years for
which the Director is eligible to participate as of the first
day of the Plan Year,
in order to elect to
participate
for
that Plan Year the Director must file an Agreement with the
Company prior to the
beginning of the Plan
Year in which the
Director Fees to be deferred are otherwise earned.
(b)
In the
Agreement for each Plan Year the Director shall
designate what
portion, if any, of the components of the
Director Fees
shall be deferred for that Plan Year (or the
portion of such
Plan Year for which the Agreement is in
effect). All of the Meeting Fees and half of both the Retainer
Fees and the Committee
Fees are payable to the Director in
Company stock.
All (100%) or none (0%) of that
portion of
those components of the Director Fee may be deferred under any
year's Agreement. The other half of both the Retainer Fees and
the Committee
Fees is payable in cash or stock at the
Director's election.
The Director may separately choose (i) to
defer any twenty-five
(25%) increment of the
portion of such
remaining Fees that he
or she chooses
to have paid in
cash,
and (ii) to defer
any twenty-five (25%) increment of the
portion of such
remaining Fees that he or she chooses to have
paid in stock, by so
designating in his or
her Agreement for
the year. In the
Agreement for each Plan Year the
Director
also shall designate any distribution elections, including a
Change in Control distribution election, to apply to amounts
deferred for that Plan Year and subsequent Plan Years unless
and until such election is changed pursuant to Section 3.01(e)
or (f) below.
(c)
Each Agreement
shall be irrevocable for the Plan Year to which
it relates upon acceptance by the Company, except as otherwise
permitted under
this Section 3.01 and Article IV below
provided the exercise of such exceptions would not violate IRC
Section 409A or other
applicable law. A Director who does not
file an Agreement with
respect to deferrals into the Plan for
a given Plan Year shall not be eligible to participate for
that Plan Year but may file an Agreement for any subsequent
Plan Year with respect to deferrals into the Plan in
accordance
with
Sections
3.01(a) and
(b) above.
Notwithstanding the
foregoing,
any a
