Restated Deferred Compensation Plan


    

      Exhibit
        10.3

       

      


       

      COMFORCE
        CORPORATION

       

      RESTATED
        DEFERRED COMPENSATION PLAN

       

      AS
        CONTINUED IN EFFECT PURSUANT TO THE RESOLUTIONS ADOPTED BY THE COMPANY’S STOCK
        OPTION AND COMPENSATION COMMITTEE AND BOARD OF DIRECTORS EFFECTIVE OCTOBER
        30,
        2006 

       

      
        	
                1.

              	
                Purpose

              


      

       

      
        	 	
                The
                  purpose of the COMFORCE Corporation Deferred Compensation Plan
                  (the
                  “Plan”) is to provide deferred compensation to certain officers and key
                  management employees (“Employees”) who render services to COMFORCE
                  Corporation, a Delaware corporation(“COMFORCE”), and/or any of its
                  subsidiaries that are 80% or more owned by it (collectively, together
                  with
                  COMFORCE, the “Company”).

              


      

       

      
        	
                2.

              	
                Administration

              


      

       

      
        	 	
                The
                  Plan shall be administered by the Compensation Committee (the “Committee”)
                  of the Board of Directors of the Company. Subject to the provisions
                  of the
                  Plan, the Committee shall have exclusive power to select the Employees
                  to
                  participate in the Plan and the time or times when such participation
                  will
                  commence. The authority granted to the Committee by the preceding
                  sentence
                  will be exercised based upon recommendations received from the
                  management
                  of the Company.

              


      

       

      
        	 	
                The
                  Committee shall have authority to interpret the Plan, to adopt
                  and revise
                  rules and regulations relating to the Plan, to determine the conditions
                  subject to which any awards may be made or payable, and to make
                  any other
                  determinations which it believes necessary or advisable for the
                  administration of the Plan. Determinations by the Committee shall
                  be made
                  by majority vote and shall be final and binding on all parties
                  with
                  respect to all matters relating to the
                  Plan.

              


      

       

      
        	
                3.

              	
                Definitions

              


      

       

      
        	 	
                As
                  used in this Plan, the following terms shall have the following
                  meanings:

              


      

       

      
        	 	
                (a)

              	
                “Quarterly
                  Period” shall mean each consecutive period of three (3) months commencing
                  on the first day of the calendar quarter next succeeding the date
                  of the
                  commencement of participation by an
                  Employee.

              


      

       

      
        	 	
                (b)

              	
                “Deferred
                  Credit” shall mean the amount set forth in the Grant
                  Letter.

              


      

       

      
        	 	
                (c)

              	
                “Total
                  Deferred Credit’ shall mean the sum of the Deferred Credits earned by the
                  Employee during the period commencing with the Commencement Date
                  and
                  terminating with the Termination
                  Date.

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                (d)

              	
                “Interest
                  Credit” shall mean the sum equivalent to interest compounded quarterly
                  at
                  the Mid-Term Monthly Applicable Federal Rate (“AFR”) as promulgated from
                  time to time by the Internal Revenue
                  Service.

              


      

       

      
        	 	
                (e)

              	
                “Total
                  Interest Credit” shall mean the sum or the Interest Credits on all
                  Deferred Credits earned by the Employee during the period commencing
                  with
                  the Commencement Date and terminating with the Termination
                  Date.

              


      

       

      
        	 	
                (f)

              	
                “Aggregate
                  Sum” shall mean the sum of the Total Deferred Credit and the Total
                  Interest Credit.

              


      

       

      
        	 	
                (g)

              	
                “Grant
                  Letter” shall be as set forth in Exhibit A attached to this Plan (which
                  may be modified at any time and from time to time by the Compensation
                  Committee.

              


      

       

      
        	 	
                (h)

              	
                “Commencement
                  Date” shall mean the date set forth in the Grant
                  Letter.

              


      

       

      
        	 	
                (i)

              	
                “Termination
                  Date” shall mean the earlier of (i) the Employment Termination Date,
                  or
                  (ii) the date of the occurrence of any Change of
                  Control.

              


      

       

      
        	 	
                (j)

              	
                “Change
                  of Control” shall mean a
                  change in ownership or effective control of COMFORCE, or in the
                  ownership
                  of a substantial portion of the assets of COMFORCE, as provided
                  in
                  regulations promulgated under Section 409A of the Internal Revenue
                  Code,
                  as amended. 

              


      

       

      
        	 	
                (k)

              	
                “Specified
                  Employee” shall have the meaning ascribed to such term under Section
                  409A(a)(2)(B)(i) of the Internal Revenue
                  Code.

              


      

       

      
        	 	
                (l)

              	
                “Employment
                  Termination Date” means the date the Employee ceases to be an Employee of
                  the Company if such termination occurs prior to any Change of
                  Control.

              


      

       

      
        	
                4.

              	
                Earnings
                  of Credits

              


      

       

      
        	 	
                The
                  Employee shall earn one (1) Deferred Credit for each Quarterly
                  Period
                  commencing with the Quarterly Period next following the Commencement
                  Date
                  and terminating with the Termination
                  Date.

              


      

       

      
        	
                5.

              	
                Payment
                  of Deferred
                  Compensation

              


      

       

      (a) Upon
        the
        occurrence of the Employment Termination Date, a calculation shall be made
        of
        the Aggregate Sum and the Aggregate Sum shall then be divided by the number
        of
        Quarterly Periods in which the Aggregate Sum was earned (the “Accrual Period”).
        The quotient shall be multiplied by two and the result shall constitute an
        amount of each “Deferred Payment” to be made as provided in this Section 5 and
        the period (the “Payment Period”) over which the Deferred Payments shall be made
        shall be one-half of the duration of the Accrual Period.

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	 	
                By
                  way of example, assume the Aggregate Sum is $50,000 and the Accrual
                  Period
                  is 20 Quarterly Periods, then the Deferred Payment shall be $5,000
                  and the
                  Payment Period shall be 10 Quarterly
                  Periods.

              


      

       

      
        	 	
                In
                  the case of any Employee who is not a Specified Employee, the last
                  day of
                  the Quarterly Period commencing next following the Employment Termination
                  Date occurs shall be deemed to be the “First Payment Date” In the case of
                  any Specified Employee, the last day of the Quarterly Period commencing
                  six (6) months following the Employment Termination Date occurs
                  shall be
                  deemed to be the “First Payment Date” The date of the First Payment and
                  the last day of each Quarterly Period thereafter during the Payment
                  Period
                  shall each be a “Payment Date.”

              


      

       

      
        	 	
                Subject
                  to the provisions of Sections 5(b) and 5(c), on each Payment Date
                  until
                  all Deferred Payments are made, the Company shall pay to the
                  Employee:

              


      

       

      
        	 	 	
                (i)
                  One Deferred Payment; and 

              


      

       

      (ii)
        an
        amount equal to interest compounded monthly at the Interest Credit on the
        Aggregate Sum less the Aggregate Amount of all Deferred Payments theretofore
        made, calculated from the First Payment Date and continuing until such Payment
        Date.

       

      (b) If
        a
        Change of Control shall occur prior to the Employment Termination Date, the
        Company shall make a lump sum cash payment to the Employee on the date of
        the
        Change of Control in an amount equal to the Aggregate Sum. 

       

      (c) If
        a
        Change of Control shall occur following the Employment Termination Date but
        prior to the final Payment Date, 

       

      
        	 	
                (i)

              	
                in
                  the case of any Employee who is not a Specified Employee, the Company
                  shall make a lump sum cash payment to the Employee on the date
                  of the
                  Change of Control in an amount equal to the balance of the Aggregate
                  Sum
                  that remains unpaid immediately prior to such payment; and
                  

              


      

       

      
        	 	
                (ii)

              	
                in
                  the case of any Specified Employee, the Company shall make a lump
                  sum cash
                  payment to the Employee on the later of (A) the date that is six
                  (6)
                  months following the Employment Termination Date or (B) the date
                  of the
                  Change of Control, in an amount equal to the balance of the Aggregate
                  Sum
                  that remains unpaid immediately prior to such payment.
                  

              


      

       

      (d) If
        the
        Employee is not alive at any Payment Date, the amounts payable on such Payment
        Date shall be paid instead to the spouse of the Employee or, if none, to
        the
        Employee’s estate.

       

      
        	
                6.

              	
                Benefits
                  Subject to Company
                  Creditors

              


      

       

      
        	 	
                All
                  amounts due Employees under the Plan constitute a liability to
                  the
                  Company.

              


      

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
        	 	
                The
                  Company may, although it is not required to, segregate any funds
                  for the
                  purposes of this Plan but, in the event of such segregation, such
                  amounts
                  will remain part of the Company’s general assets and will be subject to
                  the claims of the Company’s general
                  creditors.

              


      

       

      
        	
                7.

              	
                Withholding

              


      

       

      
        	 	
                The
                  Company has the right to deduct from all payments paid pursuant
                  to the
                  Plan any taxes required by law to be withheld with respect to such
                  payments.

              


      

       

      
        	
                8.

              	
                Vesting

              


      

       

      
        	 	
                Subject
                  to the provisions of this agreement, the Employee shall be fully
                  vested in
                  his Aggregate Sum except that he shall forfeit all such amounts
                  in the
                  event that his termination of employment caused by or results from
                  (i) the
                  Employee having been convicted of a felony, a crime of moral turpitude,
                  or
                  any crime involving the Company (other than pursuant to actions
                  taken at
                  the direction of or with approval of the Board of Directors; or
                  (ii) a
                  determination by the Board of Directors that the Employee was engaged
                  in
                  fraud, misappropriation or
                  embezzlement.

              


      

       

      
        	
                9.

              	
                Miscellaneous
                  Provisions

              


      

       

      
        	 	
                (a)

              	
                No
                  Employee shall have any claim or right to become a participant
                  under the
                  Plan.

              


      

       

      
        	 	
                (b)

              	
                Neither
                  the Plan nor any action taken hereunder shall be construed as giving
                  any
                  Employee any right to be retained in the employ of the
                  Company.

              


      

       

      
        	 	
                (c)

              	
                Except
                  when otherwise required by the context, any masculine terminology
                  in this
                  document shall include the feminine and any singular terminology
                  shall
                  include the plural.

              


      

       

      
        	 	
                (d)

              	
                The
                  right of any Employee (or beneficiary of an Employee) to any benefit
                  or to
                  any payment hereunder shall not be subject to alienation, assignment,
                  garnishment, attachment, execution or levy of any
                  kind.

              


      

       

      
        	 	
                (e)

              	
                The
                  provisions of this Plan shall be construed, administered, and enforced
                  in
                  accordance with the laws of the State of New York, other than its
                  laws
                  respecting choice of law, to the extent not pre-empted by federal
                  law.

              


      

       

      
        	 	
                (f)

              	
                If
                  an Employee (or beneficiary of an Employee) entitled to receive
                  any
                  benefits hereunder is determined by the Committee to be legally
                  incapable
                  of giving valid receipt and discharge for such benefits, the benefits
                  may
                  be paid to the duly appointed personal representative of such
                  person.

              


      

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      
        	
                10.

              	
                Claims
                  Processes

              


      

       

      
        	 	
                In
                  the event that an Employee (or the beneficiary of an Employee)
                  does not
                  receive any Plan benefit that is claimed, such person shall be
                  entitled to
                  consideration and review as provided herein. Such consideration
                  and review
                  shall be conducted in a manner designed to comply with Section
                  503 of the
                  Employee Retirement Income Security Act of
                  1974.

              


      

       

      
        	 	
                Upon
                  receipt of any written claim for benefits, the Committee shall
                  be notified
                  and shall give due consideration to the claim presented. If the
                  claim is
                  denied to any extent by the Committee, the Committee shall furnish
                  the
                  claimant with a written notice setting forth (in a manner calculated
                  to be
                  understood by the claimant):

              


      

       

      
        	 	
                (a)

              	
                the
                  specific reason or reasons for denial of the claim;
                  

              


      

       

      
        	 	
                (b)

              	
                a
                  specific reference to the Plan provisions on which the denial is
                  based;
                  

              


      

       

      
        	 	
                (c)

              	
                a
                  description of any additional material or information necessary
                  for the
                  claimant to perfect the claim and an explanation of why such material
                  or
                  information is necessary; and 

              


      

       

      
        	 	
                (d)

              	
                an
                  explanation of the provisions of this
                  section.

              


      

       

      
        	 	
                A
                  claimant who has a claim denied may appeal to the Committee for
                  reconsideration of that claim. A request for reconsideration under
                  this
                  section must be filed by written notice within sixty (60) days
                  after
                  receipt by the claimant of the notice of
                  denial.

              


      

       

      
        	 	
                Upon
                  receipt of an appeal, the Committee shall promptly take action
                  to give due
                  consideration to the appeal. Such consideration may include a hearing
                  of
                  the parties involved, if the Committee feels such a hearing is
                  necessary.
                  In preparing for this appeal, the claimant shall be given the right
                  to
                  review pertinent documents and the right to submit in writing a
                  statement
                  of issues and comments. After consideration of the merits of the
                  appeal,
                  the Committee shall issue a written decision which shall be binding
                  on all
                  parties. The decision shall be written in a manner calculated to
                  be
                  understood by the claimant, and shall specifically state its reasons
                  and
                  pertinent Plan provisions on which it relies. The Committee’s decision
                  shall be issued within sixty (60) days after the appeal is filed,
                  except
                  that if a hearing is held, the decision may be issued within one
                  hundred
                  twenty (120) days after the appeal is
                  filed.

              


      

       

      
        	 	
                The
                  Committee may designate one or more of its members or any other
                  person of
                  its choosing to make any determination otherwise required under
                  this
                  section.

              


      

       

      
        	
                11.

              	
                Amendment
                  of the Plan

              


      

       

      
        	 	
                The
                  Board of Directors of the Company may alter or amend the Plan from
                  time to
                  time and at any time, or terminate the Plan at any time.
                  

              


      

       

      
        	 	
                No
                  amendment to the Plan or its termination may alter, impair, or
                  reduce the
                  “Aggregate Sum” accrued for any Employee up to the time of such amendment
                  or termination, nor will any amendment or plan termination allow
                  payments
                  to be made in a manner so as to be an impermissible acceleration
                  under
                  section 409A of the Internal Revenue Code.


              


      

       


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      Exhibit
        A

       

      Dear
        _______________________:

       

      You
        have
        been hereby chosen to participate in our Deferred Compensation Plan, a copy
        of
        which is attached to this letter.

       

      Please
        note that: Commencement Date shall be______________________________.


       

      Deferred
        Credit shall be an amount equal to one and one half percent (1.5%) of your
        total
        wages as defined in Section 3401(a) of the Internal Revenue Code based upon
        each
        Quarterly Period as defined in the Plan commencing with the next succeeding
        Quarterly Period. Total wages shall not include (i) reimbursements or other
        expense allowances, (ii) fringe benefits, (iii) moving expenses, (iv) deferred
        compensation paid or accrued and, (v) welfare benefits.

       

      In
        addition you shall be awarded an initial Deferred Credit in an amount equal
        to
        $____ of $____ 
        or
        $____. 

       

      If
        the
        above is acceptable to you, please sign one copy of this letter and return
        it to
        us.

       

      


       

      
        	 	
                Very
                  truly yours,

                 

              
	 	
                COMFORCE
                  Corporation

                 

              
	 	 
	 	
                By___________________________________

                 

              


      

      The
        above
        is acceptable to me:

       

      


       

      _______________________________________

       

       

      6