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
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