Exhibit 10.3
FIRST AMENDED AND RESTATED
PLAYBOY ENTERPRISES, INC.
1991 NON-QUALIFIED STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS
Effective as of September 17, 2008
Playboy
Enterprises, Inc., a
corporation organized
under the laws of the
State of Delaware (the "Company"), hereby adopts this First Amended
and Restated
Playboy Enterprises,
Inc. 1991 Non-Qualified Stock Option Plan for Non-Employee
Directors (the
"Plan"). The purpose of this Plan is to assist
the Company in
attracting and
retaining dedicated and qualified persons to serve as
Non-Employee Directors of the Company.
ARTICLE I
DEFINITIONS
Whenever
the following
terms are used in this
Plan, they shall have
the
meaning specified below.
Section
1.1 - "Board" shall mean the Board of Directors of the Company.
Section
1.2 - "Class B Stock"
shall mean the Company's Class B Common
Stock, par value $.01 per share.
Section
1.3 - "Code"
shall mean the Internal Revenue Code of 1986 as
amended.
Section
1.4 - "Committee" shall mean a committee comprised of such
members
of the Board who are Non-employee Directors.
Section
1.5 - "Company" shall mean Playboy Enterprises, Inc.
Section
1.6 - "Directors" shall mean a member of the Board.
Section
1.7 - "Non-Employee
Director" shall mean a
Director of the Board
who is not an employee of the Company within the meaning of Rule
16b-3 which has
been adopted by the
Securities and
Exchange Commission
under the Securities
Exchange Act of 1934,
as amended,
as such rule or its
equivalent
is then in
effect ("Rule 16b-3").
Section
1.8 - "Non-Qualified Option" shall mean an option which is
designated as a Non-Qualified Option.
Section
1.9 - "Option" shall
mean an option to purchase Class B Stock of
the Company granted under the Plan.
Section
1.10 - "Optionee"
shall mean a
Non-Employee Director
to whom an
Option is granted under the Plan.
Section
1.11 - "Plan" shall mean this First Amended and Restated Playboy
Enterprises,
Inc. 1991 Non-Qualified Stock Option Plan for Non-Employee
Directors.
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Section
1.12 - "Secretary" shall mean the Secretary of the Company.
Section
1.13 - "Securities
Act" shall mean the Securities Act of 1933, as
amended.
Section
1.14 - "Termination
of Service" shall mean
the time at which the
Optionee ceases to
serve as a Director for any reason, with or without cause,
which includes termination by resignation, death or retirement.
ARTICLE II
SHARES SUBJECT TO PLAN SECTION
Section
2.1 - Shares Subject to Plan
The shares
of stock subject to
Options shall be
shares of the
Company's
Class B Stock. The
aggregate number of such shares,
which may be issued
upon
exercise of Options, shall not exceed 80,000 shares of Class B
Stock.
Section
2.2 - Unexercised Options
If any
Option expires or is cancelled without having been fully
exercised
the number of shares
subject to such Option but as to which such Option was not
exercised prior
to its expiration or cancellation may again be optioned
hereunder, subject to the limitations of Section 2.1.
Section
2.3 - Changes in Company's Shares
In the
event that the
outstanding shares of
Class B Stock of the Company
are hereafter changed into or exchanged for a different number or
kind of shares
or other securities
of the Company,
or of another
corporation,
by reason of
reorganization, merger, consolidation, recapitalization,
reclassification, stock
split, stock dividend or combination of shares, appropriate
adjustments shall be
made by the Committee in the number and kind of shares for the
purchase of which
Options may be granted, including adjustments of the
limitations in Section 2.1
on the maximum
number and kind of
shares which may be
issued on exercise
of
Options; provided,
however, that, pursuant to Treasury Regulation Section
1.409A-1(b)(5)(v)(D),
no such adjustment
shall cause an
existing Option to be
treated as a new Option.
ARTICLE III
GRANTING OF OPTIONS
Section
3.1 - There is hereby
granted with respect to each person who
first becomes a Non-Employee Director of the Company after the
effective date of
this Plan, an Option
to purchase 10,000
shares of Class B Stock as of the date
such person first becomes a Non-Employee Director.
ARTICLE
IV
TERMS OF OPTIONS
Section
4.1 - Option Agreement
Each
Option shall be evidenced by a written stock option agreement in any
form acceptable to the Committee, which shall be executed by the
Optionee and an
authorized officer of the Company.
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Section
4.2 - Option Price
a.
The
price of the shares
subject to each Option shall be 100% of the
Fair Market Value (as defined in paragraph (b) below) of such shares at the
end
of the business day of the day such Option is granted.
b.
For
purposes of the Plan,
the "Fair Market Value" of a share of the
Company's Class B Stock as of a given date shall be:
(i) the closing price
of a share of Class B Stock on the principal
exchange
on which shares of Class B Stock are then trading, if any, on
the
date as of
which such
value is being
determined,
or, if there are no
reported
transactions for such
date, on the next preceding date for which
transactions were
reported, as published in the Midwest
Edition of The
Wall
Street Journal; or
(ii) if such Class B
Stock is not
traded on an exchange but is
quoted on
NASDAQ or a successor quotation system:
(A) the last sale
price (if the stock is then listed as a
National Market Issue under the NASD National Market System) or
(B) the mean between the closing representative bid and asked
prices (in all
other cases) for such Class B Stock on the next
preceding date for
which transactions
were reported by NASDAQ or
such successor quotation system; or
(iii) if there is no
reporting of
transaction
on any exchange or
quotation
system, the fair market value of a share of Class B Stock
as
determined
by the Board from time to time acting in good faith and, in all
instances,
established
pursuant
to Treasury Regulation Section
1.409A-1(b)(5)(iv)(B).
Section
4.3 - Commencement of Exercisability
a. Subject
to the provisions of Section 4.3(b) below and 7.3,
Options
shall become exercisable at such times and in such installments
as
provided
in the terms of the stock option agreement which is provided by
the
Committee; provided,
however, that, to the
extent necessary for this
Plan to
meet the requirements
of Rule 16b-3, no Option granted hereunder
shall be
exercisable for at
least six (6) months (or such other period as
may be
specified in said Rule) after such Option is granted.
b. No
portion of an Option which is unexercisable at such time as
an
Optionee ceases to be a Director of the Company shall thereafter
become
exercisable.
Section
4.4 - Expiration of Options
Each
Option may be
exercised any time until the first of the
following
events, after which such Option will become unexercisable:
(i) Ten (10)
years from the date
the Option was granted
if
the Optionee is still a Director of the Company.
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(ii) Three (3) months
after the Optionee's Termination of
Service if such Termination of Service results from Optionee's:
(A)
retirement or (B) removal from the Board other than for cause.
(iii) The effective
date of: (i) removal of the Optionee from
the Board for cause, (ii) the Optionee's resignation from the
Board,
or (iii) a "Change of Control" described in clauses (iv) and (v)
of
the definition of such term in Section 4.7.
(iv) One (1) year
after the date on which the Optionee ceases
to be a Director of the Company by reason of having become
disabled
(within the
meaning of Section
22(e)(3) of the Code); provided,
however, that this
subsection (iv) shall
not apply if the Optionee
dies within said one (1) year period.
(v) One (1) year
from the date of the Optionee's death.
Section
4.5 - No Additional Rights
Nothing
in this Plan or in any
stock option
agreement hereunder shall
confer upon any
Optionee any right to continue to serve as a Director of
the
Company or shall interfere with or restrict in any way the right,
which right is
hereby expressly
reserved, to remove any Optionee as a
Director in accordance
with the By-laws and Certificate of Incorporation of the Company and
applicable
law.
Section
4.6 - Adjustments in Outstanding Options
In the
event that the
outstanding shares of
the Class B Stock subject to
Options are changed into or exchanged for a different number or kind of shares
of the Company
or other securities of the Company by reason of merger,
consolidation,
recapitalization,
reclassification, stock split, stock dividend
or combination of shares, the Committee shall make an
appropriate and equitable
adjustment in the number and kind of shares as to which all
outstanding Options,
or portions
thereof then unexercised, shall be exercisable, so that the
Optionee's
proportionate interest
shall be maintained.
Such adjustment in the
Option shall be made
without change in the total price applicable to the
unexercised portion of
the Option (except for any change in the aggregate price
resulting from
rounding-off
of share quantities or prices) and with any
necessary
corresponding
adjustment in the
Option price per
share. Any such
adjustment made by the
Committee shall be final and binding upon all Optionees,
the Company, their representatives and all other interested
persons.
Section
4.7 - Change of Control
Additio
