EXHIBIT 10.27(d)
Portions of this Exhibit have been omitted pursuant to a request
for
confidential treatment filed with the Securities and Exchange
Commission. The
omissions have been indicated by asterisks ("*****"), and the
omitted text has
been filed separately with the Securities and Exchange
Commission.
February 9, 2009
Christie Hefner
CAH LLC
628 North State Street
Chicago, IL 60610
Dear Christie:
This letter, when the enclosed copy has been signed, dated
and returned by you,
and the revocation period as set forth in
paragraph 19. has passed, will
evidence the agreement (the "Agreement")
between Playboy Enterprises, Inc.
("Playboy") and you, regarding your
separation as an employee and officer of
Playboy and shall be binding on Playboy and
you. You and Playboy agree as
follows:
1.a. Your employment with Playboy
ended effective January 31, 2009 (the
"Employment End
Date"). You will receive severance
and termination
benefits only as described in this
Agreement. In particular, and except as
provided in paragraph 2., you will
receive severance pay in the amount of
$2 million. The total
severance pay identified in this paragraph includes
all severance pay you
might otherwise be entitled to under any policy,
plan or practice of Playboy and
exceeds any severance pay that you might
otherwise be entitled to in
consideration of the terms and covenants in
this Agreement.
1.b. The severance pay set out in paragraph
1.a. will be made in a lump sum
within 10 days after the
revocation period set forth in paragraph 19. has
expired.
2.a. *****
2.b. You will receive a one-time grant of
30,000 Class B shares of Playboy's
common stock within 10
days after the revocation period set forth
in
paragraph 19. has expired.
3. You will receive, at the same time you receive
the payment under paragraph
1.b. above, a lump sum payment in
the amount of $22,211.55, representing 7
vacation carryover days
as indicated on Playboy's payroll system. You
certify that the vacation reports
submitted by you to payroll are complete
and accurate insofar as
the number of vacation days taken by you during
the period January 1, 2008 through
the Employment End Date.
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4. As of the Employment End Date, you will no
longer remain covered by any of
Playboy's health
insurance plans, and you will have the right to convert
your life insurance and long term
disability insurance, applications for
which must be made within 31
days following the Employment End Date. All
other benefits,
including participation in Playboy's 401(k) plan,
will
cease as of the Employment End
Date.
5. After the Employment End
Date, you may elect to continue your
health
insurance coverage under the
Consolidated Omnibus Budget Reconciliation
Act (COBRA), paying premiums as they
become due. Coverage may be continued
for you under COBRA for up to 18
months. You may contact Katy O'Mahony, at
312 373 2045 to discuss your
coverage.
6. Any stock options that were
granted to you and which were vested as of
January 31, 2009 are
exercisable through the "Option Expiration
Date,"
which is the 90th day
following January 31, 2009. ***** This paragraph 6
shall apply
notwithstanding any provision in any stock
option plan or
agreement to the
contrary. Your contact for any option questions is
Bob
Campbell at 312 373
2180. Playboy has provided you with
information
regarding your stock options and the
exercise thereof.
7. *****
8. Playboy will reimburse you for all
reasonable business expenses incurred
by you through January 31,
2009, and charged to your Diners Club Card or
other credit cards prior
to the payment due date of such credit cards,
subject to submission of
(I) the credit card bills and (ii) invoices or
other supporting
documentation indicating the business purpose of
each
charge,
9. *****
10. You shall be under no duty to mitigate any of the
amounts received by you
hereunder by securing
employment with a subsequent employer or otherwise,
nor shall any amounts received
by you from any subsequent employment or
otherwise, if
applicable, entitle Playboy to any right to
off-set the
amount of severance pay or any other
amount it owes you in accordance with
the terms of this Agreement.
11. You acknowledge that, as a result of your
position with Playboy, you had
access to confidential information
and trade secrets of Playboy, including
customer and employee
identification and contacts, information
about
customers or
vendors, business relationships,
contract provisions,
pricing, margins,
business plans, marketing plans,
financial data,
business and customer
strategy, techniques, models, software, solutions,
discussion guides,
personal or performance information about employees,
research and
development, patent applications and plans
or proposals
related to the
foregoing, which in each instance is: (a)
generated or
collected by or utilized in
the operations of Playboy and relating to the
actual or anticipated
business or research or development of Playboy or
Playboy's actual or
prospective clients; (b) not generally known within
the industry; and (b)
of commercial value to Playboy
("Confidential
Information"). You will not,
without Playboy's prior written permission,
disclose Confidential
Information to anyone outside
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<PAGE>
of Playboy, either during or
after your employment with Playboy, as long
as such matters
remain trade secrets or confidential.
Confidential
Information shall not include
any information that: (a) is, or becomes,
generally known to
the public without breach of the
terms of this
Agreement; (b) was known to
you prior to your employment with Playboy or
learned by you
independently of your employment with
Playboy; (c) is
lawfully obtained from a third
party with no duty of confidentiality to
Playboy; or is required to be
disclosed by law, provided that, you shall
if permitted by law promptly
inform Playboy of any such situations and
shall, if permitted by law, take
reasonable steps, at Playboy's expense,
to prevent disclosure of
confidential information or trade secrets until
Playboy has been
informed of such required disclosure and
has had a
reasonable opportunity to seek
a protective order. For purposes of this
paragraph:
12.a. (i) You agree that, at all times following
the Employment End Date, you
will not (a) engage in any public vilification of, or
(b) make any
false or disparaging public statements concerning Playboy or
any of
its officers, directors, shareholders or employees of
Playboy, or
any of their respective products, brands or
trademarks, including
management style, methods of doing business, the quality of
products
and services, role in the community or treatment of employees.
(ii) Playboy agrees that, at
all times following the Employment End Date,
its directors
and executive officers will not and Playboy will not
knowingly authorize any employee of Playboy
to (a) engage in any
public vilification of, or (b) make any false, or disparaging
public
statements concerning you or your management style, methods of
doing
business, role in the community or treatment of employees.
(iii) The restrictions
set forth in paragraphs 12.a.(i) and
12.a.(ii)
shall not apply to truthful or factual statements made as the
result
of an order from a court,
arbitration panel or governmental
authority to make such statements, or
to truthful or factual
statements made in the course of
your participation in legal
proceedings, or as otherwise required by law.
12.b. For a period of twelve (12) months after the Employment End
Date, you will
not directly or indirectly:
(i) *****
(ii) (a) raid,
hire, solicit, or attempt to persuade any
employee of
Playboy (except Deb Parry) to leave the
employ of Playboy; (b)
interfere with the performance by any such persons of
their duties
for Playboy; or (c) communicate with
any such persons for the
purposes described in items (a) and (b) in this paragraph;
(iii) interfere with Playboy's
relationship with any person or entity that
was a vendor or supplier of Playboy's during
your employment at
Playboy; or
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<PAGE>
(iv) on behalf of
yourself or in conjunction with any other
person,
company or entity, own (other than less
than 3% ownership in a
&n
