|
|
|
|
Document Preview Deferred Compensation Plan |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Deferred Compensation Plan |
|||
|
Entities: |
||||
|
Date: |
2006 |
|||
|
Size: |
Preview shows 24KB of 86KB total |
|||
|
Price: |
$55 |
|||
|
ID: |
#2610232 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
{CAPTION}
Page
----
{S} {C} {C}
I. PURPOSE..............................................................................1
II. DEFINITIONS..........................................................................1
2.01 "Administrative Committee"....................................................1
2.02 "Age".........................................................................1
2.03 "Agreement"...................................................................1
2.04 "Beneficiary".................................................................2
2.05 "Change in Control"...........................................................2
2.06 "Company".....................................................................2
2.07 "Company Allocation"..........................................................3
2.08 "Compensation"................................................................3
2.09 "Deferred Compensation Account"...............................................3
2.10 "Deferred Compensation Plan Trust" and "Trust"................................3
2.11 "Determination Date"..........................................................3
2.12 "Disability"..................................................................3
2.13 "ERISA Funded"................................................................3
2.14 "Incentive Award".............................................................3
2.15 "IRC".........................................................................4
2.16 "Participant".................................................................4
2.17 "Plan"........................................................................4
2.19 "Retirement Date" and "Retirement"............................................4
2.20 "Salary"......................................................................4
2.21 "Sales Commissions"...........................................................4
2.22 "Savings Plan"................................................................4
2.23 "Tax Funded"..................................................................4
2.24 "Termination of Service"......................................................4
2.25 "Year of Service".............................................................5
III. ELIGIBILITY; PARTICIPATION LIMITS....................................................5
3.01 Participation.................................................................5
3.02 Deferral of Salary and Incentive Award or Sales Commissions...................5
3.03 Deferral Limitations..........................................................6
3.04 Suspension of Agreement to Defer Salary, Incentive Award, or Sales
Commissions...................................................................7
3.05 Timing of Deferral Credits....................................................7
3.06 Company Allocation............................................................7
3.07 Vesting.......................................................................9
3.08 Determination of Account.....................................................10
3.09 Deferred Compensation Account Investment Options.............................10
3.10 Change of Investment Election................................................11
IV. DISTRIBUTIONS.......................................................................11
4.01 Distribution on Retirement...................................................11
4.02 Distribution on Death........................................................12
4.03 Distribution on Termination of Service.......................................12
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C} {C}
4.04 Disability Benefit...........................................................12
4.05 Method and Timing of Distribution............................................13
4.06 Interim Distribution.........................................................14
4.07 Hardship Distributions; Cessation of Deferrals...............................14
4.08 Withholding; Employment Taxes................................................15
4.09 Change in Control Distribution Election......................................15
4.10 Recipients of Payments: Designation of Beneficiary...........................16
4.11 Distributions in Cash........................................................16
V. CLAIM FOR BENEFITS PROCEDURE........................................................16
5.01 Claim for Benefits...........................................................16
5.02 Request for Review of a Denial of a Claim for Benefits.......................16
5.03 Decision Upon Review of a Denial of a Claim for Benefits.....................17
VI. ADMINISTRATION......................................................................17
6.01 Plan Administrative Committee................................................17
6.02 General Rights, Powers and Duties of Administrative Committee................17
6.03 Information to be Furnished to Committee.....................................18
6.04 Responsibility...............................................................18
VII. AMENDMENT AND TERMINATION...........................................................18
7.01 Amendment....................................................................19
7.02 Company's Right to Terminate.................................................19
7.03 Special Termination..........................................................19
VIII. MISCELLANEOUS.......................................................................20
8.01 Separation of Plan...........................................................20
8.02 No Right to Company Assets...................................................20
8.03 No Employment Rights.........................................................20
8.04 Offset.......................................................................20
8.05 Protective Provisions........................................................21
8.06 Non-assignability............................................................21
8.07 Gender and Number............................................................21
8.08 Notice.......................................................................21
8.09 Governing Laws...............................................................21
8.10 Deferred Compensation Plan Trust.............................................21
{/TABLE}
ii
{PAGE}
PLAYBOY ENTERPRISES, INC.
Deferred Compensation Plan
Playboy Enterprises, Inc. hereby amends and restates in its entirety, effective
as of January 1, 2005, the Playboy Enterprises, Inc. Deferred Compensation Plan,
which was originally established October 1, 1992 and last restated January 1,
1998.
I. PURPOSE
The purpose of the Playboy Enterprises, Inc. Deferred Compensation Plan is to
provide a means whereby the Company may afford certain employees and senior
management with an opportunity to build additional financial security, by
providing a vehicle to defer compensation amounts in excess of the dollar
limitation of IRC ss.402(g) applicable to the amount of compensation which may
be deferred under the Company's Savings Plan.
By providing a means whereby Salary, Incentive Award, and/or Sales Commissions
may be deferred into the future, the Plan will aid in attracting and retaining
managers of exceptional ability. In addition, the Company may credit the
Deferred Compensation Account of certain Participants with an amount equivalent
to the "annual addition" which would be credited to a Participant's account
under the Savings Plan but for the limits of IRC Sections 401(a)(17) and 415(c).
The Plan is a defined contribution plan. Deferrals of Salary, Incentive Award,
and/or Sales Commissions, together with Company Allocations made pursuant to the
Plan, will be credited with investment gains or losses, in accordance with the
Plan, and paid to the Participant (or his Beneficiary) as described herein. The
Plan is also designed to provide additional financial security at the time of
Retirement, and to supplement other Company-sponsored benefits in the event of
death or Disability.
This restatement is made primarily to comply with the new deferred compensation
rules of IRC Section 409A and shall be construed consistent with that intent.
This restatement shall govern the maintenance of Deferred Compensation Accounts
for Plan Years beginning on and after January 1, 2005 and all distributions that
commence on or after that date.
II. DEFINITIONS
2.01 "Administrative Committee" and "Committee" mean the Plan Committee
appointed pursuant to Article VI to manage and administer the Plan.
2.02 "Age" means the Participant's chronological age on the relevant date.
2.03 "Agreement" means the Playboy Enterprises, Inc. Deferred Compensation
Election Agreement, executed between a Participant and the Company,
whereby a Participant agrees to defer a portion of his Salary and
Incentive Award (or Sales Commissions, as the case may be), or both,
pursuant to the provisions of the Plan, and the Company agrees to make
benefit payments in accordance with the provisions of the Plan.
{PAGE}
2.04 "Beneficiary" means the person, persons or trust designated Beneficiary
pursuant to Section 4.11.
2.05 "Change in Control" means the occurrence of any one of the following
events:
a) Hugh M. Hefner and Christie Ann Hefner cease, collectively, to
beneficially own at least fifty percent (50%) of the combined voting
power of the then-outstanding securities entitled to vote generally
in the election of Directors of the Company ("Voting Stock") (for
purposes of this Subsection, Voting Stock beneficially owned [as
such term is defined under Rule 13d-3, or any successor rule or
regulation, under the Securities Exchange Act of 1943, as amended]
by the Hugh M. Hefner Foundation shall be deemed to be beneficially
owned by Christie Ann Hefner if and so long as she has sole voting
power with respect to such Voting Stock); or
b) except as provided in Section 2.05(f), a sale, exchange, or other
disposition of Playboy Magazine; or
c) except as provided in Section 2.05(f), any liquidation or
dissolution of the Company; or
d) except as provided in Section 2.05(f), the Company is merged,
consolidated, or reorganized into or with another corporation or
other legal person; or
e) except as provided in Section 2.05(f), the Company sells or
otherwise transfers all or substantially all of its assets to
another corporation or other legal person;
f) provided, however, that no such merger, consolidation,
reorganization, sale, or transfer will constitute a Change in
Control if the merger, consolidation, reorganization, sale, or
transfer is initiated by the Company and as a result of such merger,
consolidation, reorganization, sale, or transfer not less than a
majority of the combined voting power of the then-outstanding
securities of the surviving, resulting, or ultimate parent
corporation or other legal person, as the case may be, immediately
after such transaction, is held in the aggregate by persons who held
not less than a majority of the combined voting power of the
outstanding Voting Stock of the Company immediately prior to such
merger, consolidation, reorganization, sale, or transfer.
The foregoing definition of "Change in Control" shall apply in order to
vest a Participant's Deferred Compensation Account 100% as provided in
Section 4.09 below, but only to the extent that the foregoing Change in
Control events constitute a "change in the ownership" of the Company, a
"change in effective control" of the Company, or a "change in the
ownership of a substantial portion of the assets" of the Company, as those
terms are defined in regulation under IRC Section 409A(a)(2)(A)(v), shall
the distribution rights of Section 4.09 below apply.
2.06 "Company" means Playboy Enterprises, Inc., a Delaware corporation, and its
successors and assigns.
2
{PAGE}
2.07 "Company Allocation" means an amount added to a Participant's Deferred
Compensation Account, as provided in Section 3.06.
2.08 "Compensation" means Eligible Earnings as that term is defined in the
Savings Plan.
2.09 "Deferred Compensation Account" means the accounting record(s) maintained
by the Company for each Participant, pursuant to Article III. Separate
Deferred Compensation Account(s) shall be utilized solely as a device for
the measurement and determination of the amount to be paid to the
Participant pursuant to this Plan, and shall be subject to Section 7.02
hereof. Notwithstanding the provisions of Section 8.10, a Participant's
Deferred Compensation Account shall not constitute or be treated as a
trust fund or escrow arrangement of any kind.
2.10 "Deferred Compensation Plan Trust" and "Trust" mean the Deferred
Compensation Plan Trust, an irrevocable grantor trust or trusts
established by the Company, in accordance with Section 8.10, with an
independent trustee for the benefit of persons entitled to receive
payments under this Plan and any other deferred compensation plan or plans
which the Company chooses, from time to time, to operate through the
Trust.
2.11 "Determination Date" means the date on which the amount of a Participant's
Deferred Compensation Account is determined as provided in Article III
hereof. The last day of each calendar quarter and the date of a
Participant's Termination of Service shall be a Determination Date.
2.12 "Disability" means that either:
(i) the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve
(12) months; or
(ii) the Participant is, by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than twelve
(12) months, receiving short or long term disability benefits under
a Company-maintained benefit plan.
Disability may be determined under the Company's Group Long-Term
Disability Insurance Plan to the extent that plan's definition complies
with the definition above (or any modified or replacement definition that
applies under IRC Section 409A(a)(2)(C) from time to time); otherwise, the
Administrative Committee shall determine, in its sole discretion, whether
a Disability has occurred.
2.13 "ERISA Funded" means that the Plan is prevented from meeting the
"unfunded" criterion of the exceptions to the application of Parts 2
through 4 of Subtitle B of Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
2.14 "Incentive Award" means the Participant's Management Incentive Plan Award,
if any, for the Company fiscal year coinciding with the Plan Year (but
payable after the end of
3
{PAGE}
the Plan Year) otherwise payable in cash, and considered "wages" for FICA
and federal income tax withholding, but before any deferrals made pursuant
to this Plan.
2.15 "IRC" means the Internal Revenue Code of 1986, as amended.
2.16 "Participant" means an employee of the Company who is eligible to
participate in the Plan pursuant to Section 3.01, and who enters into an
Agreement. Such an individual shall remain a Participant for so long as a
Deferred Compensation Account balance is maintained for that person under
the Plan.
2.17 "Plan" means the Playboy Enterprises, Inc. Deferred Compensation Plan, as
in effect and amended from time to time.
2.18 "Plan Year" means a calendar year.
2.19 "Retirement Date" and "Retirement" mean the date of Termination of Service
of a Participant for reasons other than death or Disability after he (i)
attains age sixty-five (65), (ii) attains age fifty-five (55) and has
fifteen (15) Years of Service, or (iii) terminates service under
circumstances which the Committee elects to treat as a Retirement under
this Plan.
2.20 "Salary" for purposes of the Plan shall be the total of the Participant's
base salary paid during a Plan Year, and considered "wages" for FICA and
federal income tax withholding, but before any deferrals made pursuant to
this or any other plan. For purposes of the Plan, Salary shall not include
severance or other payments made in connection with a Participant's
Termination of Service.
2.21 "Sales Commissions" means the earnings of a Participant which are
attributable to sales results, payable at the end of each month, and
considered "wages" for FICA and federal income tax withholding, but before
any deferrals made pursuant to this or any other plan.
2.22 "Savings Plan" means the Playboy Enterprises, Inc. Employees Investment
Savings Plan, as in effect and amended from time to time.
2.23 "Tax Funded" means that the interest of a Participant in the Plan will be
includable in the gross income of the Participant for federal income tax
purposes prior to actual receipt of Plan benefits by the Participant.
2.24 "Termination of Service" means the Participant's ceasing his/her
employment with the Company for any reason whatsoever, whether voluntarily
or involuntarily, including by reason of Retirement, death, or Disability;
provided, however, that the employment relationship is treated as
continuing intact while the Participant is on military leave, sick leave
or other bona fide leave of absence (such as temporary employment by the
government) if the period of such leave does not exceed six (6) months or,
if longer, so long as the Participant's right to reemployment with the
Company is provided either by statute or by contract. Notwithstanding the
foregoing, this definition shall be construed to comply with the
definition of "separation from service" under IRC Section 409A(a)(2)(A)(i)
and regulations thereunder.
4
{PAGE}
2.25 "Year of Service" means a Plan Year in which an employee is credited with
at least 1,000 hours of service as defined and measured under the Savings
Plan.
III. ELIGIBILITY; PARTICIPATION LIMITS
3.01 Participation. Participation in the Plan for any Plan Year shall be
limited to Employees of the Company (including any Employee serving as a
Director of the Company) who satisfy either of the minimum compensation
requirements set forth below:
a) The Participant's base rate Salary as of the start of the Plan Year
(or as the start of his or her employment as an Employee, if later)
is not less than $125,000; or
b) The Participant's actual earnings as reported by the Company on his
or her Form W-2, plus (i) any amounts deferred by the Participant
under Section 125 and/or 401(k) of the IRC and (ii) any amounts
deferred under this Plan equaled or exceeded $125,000 for the
immediately preceding calendar year.
c) The $125,000 figure presented in (a) and (b) above shall be
increased (if adjusted at all) for each successive Plan Year
beginning on or after January 1, 2004 by multiplying that dollar
amount by a fraction, the numerator of which shall be the Consumer
Price Index-Urban (the "CPI-U index") (Base Period 1982-84 = 100;
|
End of Preview |
Home Intelligence Services Subscriptions News About Us