Employment Agreement - Playboy Enterprises Inc. and James English
October 8, 2003
Jim English
777 South Oak Knoll Avenue
Pasadena, CA 91106
Dear Jim:
This will confirm our mutual agreement to extend your employment arrangement on
the following terms and conditions:
Your title will remain as President, Entertainment Group and Executive
President, Playboy Enterprises, Inc. ("Playboy").
You will report directly to Playboy's CEO or at the CEO's option, Playboy's COO
and/or President, should that position be filled.
The term of this agreement will be three years, commencing January 1, 2004 and
terminating December 31, 2006, unless earlier terminated as set out below.
You will be paid a base salary of $650,000 effective January 1, 2004. Effective
January 1, 2005 your base salary will be increased to $675,000 and effective
January 1, 2006 your base salary will be increased to $700,000.
You will be entitled to participate in a Playboy Board approved incentive plan
with a maximum annual opportunity of 100% of your base salary. Any approved plan
will provide for a 60% payout at plan.
You will be entitled to participate in the Playboy benefit plans that are made
available to employees at your grade level. While we cannot promise that these
plans will not change in the future, we can assure you that you will be treated
no less favorably than other executives at your level.
If you and Playboy are desirous of renewing this contract, those negotiations
will commence no later than six months
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prior to the expiration date and conclude no later than four months prior to the
expiration date. If Playboy does not during these two months of negotiations
offer to renew your employment contract with at least comparable compensation,
benefits, terms and duties as in that current year, then you will be entitled to
receive the "Termination Payment" referenced below at the end of the contract
term. Said Termination Payment will not be paid to you if Playboy does offer you
comparable compensation (with similar increases), benefits, terms, and duties
and you decide not to accept said offer.
If you should be terminated at any time not for cause (as described below), you
will be entitled to receive a guaranteed severance lump sum payment equal to
twelve months base salary at the salary you are receiving at the time of
termination ("Termination Payment"). This amount shall be reduced by any amounts
payable under your November 15, 2000 Change in Control Agreement with the
Company, as amended from time to time. "For cause" is defined as conviction of a
crime involving dishonesty, fraud or breach of trust, or engaging in conduct
materially injurious to Playboy.
You shall have the right by the delivery of written notice to Playboy to
terminate your employment under this Agreement and receive the Termination
Payment as a result of "Constructive Termination without Cause." Constructive
Termination without Cause shall mean termination by the Employee of your
employment following the occurrence of any of the following events without your
written consent:
A. any reduction in your base salary;
B. any material diminution in any of your duties, powers authorities,
functions, responsibilities or titles;
C. your being asked to report to anyone other than the CEO, COO or President
of Playboy.
Any such Termination Payment will be in addition to any salary or other payments
due you through the effective date of such termination. If either A. or B. above
is curable by Playboy, Playboy shall have 15 business days after receipt of such
notice from you to so cure, in which case such termination shall be deemed
withdrawn and without any force or effect. If not
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cured, said Termination Payment shall be paid promptly after the effective date
of termination.
Although it is not intended and hopefully will never occur, Playboy recognizes
that the activities within the scope of your employment create the potential in
some jurisdictions of civil or even criminal actions being brought against you.
To the fullest extent permitted by law, Playboy shall indemnify, defend, protect
and hold you harmless from and against all claims, demands, causes of action,
actions, suits, costs, damages, penalties, fines, liabilities, losses and
expenses, whether civil or criminal, including, without limitation, reasonable
attorneys' and consultant's fees and expenses arising out of or resulting from
the performance of your duties within the scope of your employment.
You will be entitled to whatever insurance benefits are made available to other
senior executives at your level including but not limited to D&O insurance, to
insure against any civil or criminal claims brought against you in the discharge
of your duties within the scope of your employment.
All memoranda, notes, records, and other materials made or compiled by you, or
made available to you, in connection with and during your employment by Playboy
will remain the sole and exclusive property of Playboy. You acknowledge and
agree that all nonpublic information acquired about Playboy, and all material
reflecting such nonpublic information is highly confidential and that disclosure
of such information or material could cause serious and irreparable injury to
Playboy, and that you will not hereafter disclose any such information or make
any such material available to anyone without the written consent of Playboy,
other than as required pursuant to an order of a court, governmental agency or
other authorized tribunal. For purposes of this paragraph, the term "Playboy"
includes any of Playboy's subsidiaries and affiliated and predecessor companies,
and its and their officers, directors, employees and agents.
You will not directly or indirectly disclose, discuss, disseminate, be the
source of or otherwise publish or communicate in any manner to any person or
entity any confidential information concerning the personal, social or business
activities of Playboy, its affiliates or the executives and principals and the
offi-
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cers, directors, agents and employees of all the foregoing during or at any time
after the termination of you employment, other than as required pursuant to an
order of a court, governmental agency or other authorized tribunal. In addition,
you agree that without Playboy's express written approval in each case, you will
not:
(i) write, be the source of or contribute to any articles, stories, books,
screenplays or any other communication or publicity of any kind (written
or otherwise) or deliver lectures in any way regarding or concerning
confidential information of Playboy, or
(ii) grant any interviews regarding or concerning confidential information of
Playboy during or at any time after the termination of your employment.
For purposes of this the term "Playboy" includes any of Playboy's subsidiaries
and affiliated and predecessor companies, and its and their officers, directors,
employees and agents.
If this is acceptable to you, please sign, date and return the enclosed copy of
this letter.
Sincerely,
/s/ Howard Shapiro
Howard Shapiro
Executive Vice President
ACCEPTED:
/s/ James L. English
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James English
Date Oct. 10, 2003
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