Exhibit 10.3
DEFERRED VACATION PLAN
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 and its subsidiaries and affiliates all hereinafter
known as 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 amount 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 Forgone Vacation in excess of 10 days in each year that the
Plan is in effect 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 number of Deferred Credits earned by
that Participant and the value thereof.
4. Payment of Deferred Credit
On the first day of the calendar quarter next following the date the
Participant ceases to be an employee of the Company ("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 ("Payment Date").
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.
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
re-consideration 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.
6. 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 amendment or termination.
7. Effectiveness and Terms of Plan
The Plan shall be deemed to be effective as of January 1, 2002. This Plan
was approved by action of the Compensation Committee on July 17, 2002 pursuant
to authority granted to it by Board of Directors.