Restated Deferred Vacation Plan


    Exhibit
      10.4

    

      COMFORCE
        CORPORATION

       

      RESTATED
        DEFERRED VACATION PLAN

       

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

       

      
        	
                1.

              	
                Purpose
                  of Plan

              


      

       

      The
        purpose of the Deferred Vacation Plan (the “Plan”) is to compensate 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”), and who, for business reasons, have had to forgo all
        or part of a vacation (“Forgone Vacation”) otherwise due. 

       

      
        	
                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 (“Participant”) and the time or times when such
                  participation will take place. 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 amounts shall be accrued or paid and to make
                  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.

              	
                Earnings
                  of Credits

              


      

       

      
        	 	
                (a)

              	
                Participants
                  shall earn one (1) deferred credit (“Deferred Credit”) for each full day
                  of a Foregone Vacation in excess of 10 days in each year that the
                  Plan is
                  in effect as to any Participant, which in no event shall exceed
                  10 days in
                  any calendar year. 

              


      

       

      
        	 	
                (b)

              	
                Participants
                  may, in the discretion of the Committee, be given credit for some
                  Forgone
                  Vacations that occurred before the Plan was adopted and in such
                  case, the
                  Committee will advise each Participant of the amount of Deferred
                  Credits
                  deemed earned and the value thereof (which likewise is determined
                  at the
                  discretion of the Committee). 

              


      

       

      
        	 	
                (c)

              	
                Except
                  for Deferred Credits noted in (b) above, the value of a Deferred
                  Credit
                  shall be 20% of the Participant's weekly salary at the time of
                  the Forgone
                  Vacation.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (d)

              	
                The
                  Deferred Credit shall earn simple interest at the rate of 5% per
                  annum.
                  The Deferred Credit and the accrued interest thereon shall be called
                  the
                  "Total Deferred Credit".

              


      

       

      
        	 	
                (e)

              	
                As
                  of the beginning of each year following the adoption of the Plan,
                  each
                  Participant will be informed of the value of his or her Total Deferred
                  Credits.

              


      

       

      
        	 	
                (f)

              	
                A
                  Participant shall earn Deferred Credits from the date that the
                  Plan is in
                  effect as to such Participant until the earlier of (i) the date
                  Participant ceases to be an employee of the Company (“Employment
                  Termination Date”) or (ii) the date a Change of Control (as hereinafter
                  defined) shall occur (the “Termination Date”).


              


      

       

      
        	 	
                (g)

              	
                A
                  “Change of Control” means 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.

              


      

       

      
        	
                4.

              	
                Payment
                  of Deferred Credit

              


      

       

      
        	 	
                (a)

              	
                Subject
                  to the provisions of Sections 4(b) and (c),


              


      

       

      
        	 	
                (i)

              	
                in
                  the case of any Participant who is not a Specified Employee (as
                  defined
                  below), on the first day of the calendar quarter next following
                  the
                  Employment Termination Date, payments of the Total Deferred Credit
                  shall
                  begin and will continue on the first day of each succeeding eleven
                  calendar quarters until the Total Deferred Credit has been paid
                  (each a
                  "Payment Date"); and 

              


      

       

      
        	 	
                (ii)

              	
                in
                  the case of any Participant who is a Specified Employee, on the
                  first day
                  of the calendar quarter that begins at least six (6) months following
                  the
                  Employment Termination Date, payments of the Total Deferred Credit
                  shall
                  begin and will continue on the first day of each succeeding eleven
                  calendar quarters until the Total Deferred Credit has been paid
                  (each a
                  "Payment Date"). 

              


      

       

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


              


      

       

      
        	 	
                The
                  amount of each quarterly payment shall be determined by dividing
                  the Total
                  Deferred Credit by twelve and then, at each Payment Date, adding
                  interest
                  to the quotient at the rate of 5% per annum from the Termination
                  Date to
                  the 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 Participant
                  on the
                  date of the Change of Control in an amount equal to the Total Deferred
                  Credit. 

              


      

       

      
        	 	
                (c)

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


              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (i)

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

              


      

       

      
        	 	
                (ii)

              	
                in
                  the case of a Participant who is a Specified Employee, the Company
                  shall
                  make a lump sum cash payment to the Participant 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 Total Deferred Credit that remains unpaid immediately prior
                  to such
                  payment.

              


      

       

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

       

      
        	
                5.

              	
                Claims
                  Procedure

              


      

       

      
        	 	
                In
                  the event that a Participant (or the beneficiary of a Participant)
                  ("Claimant") 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 

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      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.

       

      
        	
                6.

              	
                Benefits
                  Subject to Company
                  Creditors

              


      

       

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

              


      

       

      
        	 	
                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.

              


      

       

       

      
        
          
          

        

        
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                (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.

              


      

       

      10.   
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 Total Deferred Credit accrued
        for
        any Participant up to the time of such amend 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.
        

       

      
 

       

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