BARE ESCENTUALS, INC. DEFERRED COMPENSATION PLAN

Exhibit 10.10

BARE ESCENTUALS, INC.

DEFERRED COMPENSATION PLAN

Effective as of March 12, 2008

As amended on December 3, 2008

The purpose of this Bare Escentuals, Inc. Deferred Compensation Plan (the “ Plan ”) is to provide additional retirement benefits and income tax deferral opportunities for a select group of management and highly compensated employees of the Plan Sponsor and certain of its Affiliates. The Plan was originally effective as of July 1, 2005. This Plan is intended to be a “top hat plan,” exempt from certain requirements of ERISA, pursuant to Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA; and the Plan Sponsor intends that the Plan shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified deferred compensation plan for tax purposes and for purposes of Title I of ERISA. This Plan is not intended to qualify for favorable tax treatment pursuant to Section 401(a) of the Code or any successor section or statute.

Bare Escentuals, Inc., a Delaware Corporation (the “ Plan Sponsor ”), now wishes to amend and restate the Plan on the terms and conditions set forth herein. This amendment and restatement of the Plan incorporates the Plan and the prior amendments thereto (except as further amended herein) and constitutes a complete amendment, restatement and continuation of the Plan. This amendment and restatement of the Plan is intended to comply with the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder. As provided in Notice 2007-86, with respect to an election or amendment to change a time and form of payment under the Plan made on or after January 1, 2008 and on or before December 31, 2008, the election or amendment shall apply only to amounts that would not otherwise be payable in 2008 and shall not cause an amount to be paid in 2008 that would not otherwise be payable in 2008.

Pursuant to approval by the Board of the Plan Sponsor, the Plan is hereby amended, restated and continued, effective as of December 3, 2008, as follows:

ARTICLE ONE

DEFINITIONS

DEFINITION OF TERMS . Certain words and phrases are defined when first used in later Articles of this Plan. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. In addition, the following words and phrases when used herein, unless the context clearly requires otherwise, shall have the following respective meanings:

1.1. Account Balance . With respect to a Participant, a credit on the records of the Employer equal to the sum of (i) the Participant’s Deferral Account balance, and (ii) the Corporate Contributions Account balance. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1

1.2. Accounts . With respect to a Participant, as the context indicates, any or all of his or her Deferral Account and Corporate Contribution Account.

1.3. Affiliate . Any corporation, partnership, joint venture, association, or similar organization or entity, which is a member of a controlled group of companies which includes, or which is under common control with, the Plan Sponsor under Section 414 of the Code.

1.4. Annual Corporate Contribution Amount . For any one Plan Year, the amount determined in accordance with Section 3.4(b).

1.5. Annual Installment Method . Annual installment payments over two years, calculated as follows: 50% of the Account Balance of the Participant is to be paid on the date set forth in Article 5 and 100% of the Participant’s remaining Account Balance is to be paid on the first anniversary of such date.

1.6. Base Salary . The annual cash compensation (excluding bonuses, commissions, overtime, incentive payments, non-monetary awards, directors fees and other fees, stock options and grants and any other form of equity-based compensation, and car allowances) paid to a Participant for services rendered during the Plan Year, before reduction for compensation deferred pursuant to all qualified, non-qualified and Code Section 125 plans of any Employer.

1.7. Beneficiary . The Beneficiary designated by a Participant under Article 7, or, if the Participant has not designated a Beneficiary under Article 7, the person or persons entitled to receive distributions of benefits under Article 5.

1.8. Beneficiary Designation Form . The form established from time to time by the Plan Administrator that a Participant completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries.

1.9. Board . The Board of Directors of the Plan Sponsor.

1.10. Bonus . Any cash compensation, in addition to Base Salary, paid in respect of a Plan Year to a Participant as an Employee, as a bonus paid by the Employer.

1.11. Cause . For purposes of this Plan, “ Cause ” shall mean any of the following acts or circumstances: (i) willful destruction by the Participant of property of the Plan Sponsor or an Affiliate having a material value to the Plan Sponsor or such Affiliate; (ii) fraud, embezzlement, theft, or comparable dishonest activity committed by the Participant (excluding acts involving a de minimis dollar value and not related to the Plan Sponsor or an Affiliate); (iii) the Participant’s conviction of or entering a plea of guilty or nolo contendere to any crime constituting a felony or any misdemeanor involving fraud, dishonesty or moral turpitude; (iv) the Participant’s breach, neglect, refusal, or failure to materially discharge the Participant’s duties (other than due to physical or mental illness) commensurate with the Participant’s title and function or the Participant’s failure to comply with the lawful directions of the Board or the Chief Executive Officer of the Plan Sponsor, or of the Board of Directors or the Chief Executive Officer of the Affiliate that employs the

2

Participant, in any such case that is not cured within 15 days after the Participant has received written notice thereof from such Board or Chief Executive Officer; (v) any willful misconduct by the Participant which may cause economic or reputational injury to the Plan Sponsor or an Affiliate, including, but not limited to, sexual harassment, or (vi) a willful and knowing material misrepresentation to the Board or the Chief Executive Officer of the Plan Sponsor or to the Board of Directors or the Chief Executive Officer of the Affiliate that employs the Participant.

1.12. Change in Control . “ Change in Control ” shall mean the occurrence of any of the following:

(a) Any “ Person ” or “ Group ,” as such terms are defined in Section 13(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) and the rules and regulations promulgated thereunder, excluding any Excluded Stockholder, who is or becomes the “ Beneficial Owner ” (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Plan Sponsor, or of any entity resulting from a merger or consolidation involving the Plan Sponsor, representing more than 50% of the combined voting power of the then outstanding securities of the Plan Sponsor or such entity.

(b) The individuals who, as of the Effective Date, are members of the Board (the “ Existing Directors ”), cease, for any reason, to constitute more than 50% of the number of authorized directors of the Plan Sponsor as determined in the manner prescribed in the Plan Sponsor’s Certificate of Incorporation and Bylaws; provided, however, that if the election, or nomination for election, by the Plan Sponsor’s stockholders of any new director was approved by a vote of at least 50% of the Existing Directors, such new director shall be considered an Existing Director; provided further, however, that no individual shall be considered an Existing Director if such individual initially assumed office as a result of either an actual or threatened “ Election Contest ” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies by or on behalf of anyone other than the Board (a “ Proxy Contest ”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(c) The consummation of (x) a merger, consolidation or reorganization to which the Plan Sponsor is a party, whether or not the Plan Sponsor is the Person surviving or resulting therefrom, or (y) a sale, assignment, lease, conveyance or other disposition of all or substantially all of the assets of the Plan Sponsor, in one transaction or a series of related transactions, to any Person other than the Plan Sponsor, where any such transaction or series of related transactions as is referred to in clause (x) or clause (y) above in this subparagraph (c) (singly or collectively, a “ Transaction ”) does not otherwise result in a “ Change in Control ” pursuant to subparagraph (a) of this definition of “ Change in Control ”; provided, however, that no such Transaction shall constitute a “ Change in Control ” under this subparagraph (c) if the Persons who were the stockholders of the Plan Sponsor immediately before the consummation of such Transaction are the Beneficial Owners, immediately following the consummation of such Transaction, of 50% or more of the combined voting power of the then outstanding voting securities of the Person surviving or resulting from any merger, consolidation or reorganization referred to in clause (x) above in this subparagraph (c) or the Person to whom the assets of the Plan Sponsor are sold, assigned, leased, conveyed or disposed of in any transaction or series of related transactions referred in clause (y) above in this subparagraph (c), in substantially the same proportions in which such stockholders held voting stock in the Plan Sponsor immediately before such Transaction.

3

1.13. Code . The Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes such section.

1.14. Compensation . The Base Salary and Bonus paid to a Participant for the relevant period.

1.15. Corporate Contribution . Any contribution made and credited to Corporate Contribution Accounts by the Plan Sponsor in accordance with Section 3.4(b).

1.16. Corporate Contribution Account . The sum of (i) all of a Participant’s Annual Corporate Contribution Amounts, plus (ii) the hypothetical deemed investment earnings and losses credited or charged in accordance with all the applicable provisions of this Plan that relate to the Participant’s Corporate Contribution Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Corporate Contribution Account. A Participant’s Corporate Contribution Account shall be divided into subaccounts as determined by the Plan Administrator to properly account for distribution elections attributable to a Participant’s Annual Corporate Contribution Amounts, and the deemed investment earnings and losses attributable thereto.

1.17. Deferral Account . The sum of (i) all of a Participant’s Participant Annual Deferral Amounts, plus (ii) the hypothetical deemed investment earnings and losses credited or charged in accordance with all the applicable provisions of this Plan that relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account. A Participant’s Deferral Account shall be divided into subaccounts as determined by the Plan Administrator to properly account for distribution elections attributable to a Participant Annual Deferral Amount, and the deemed investment earnings and losses attributable thereto.

1.18. Disability . A Participant shall be considered disabled if the Participant: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan, if any, covering employees of the Participant’s employer.

1.19. Disability Date shall mean the date on which the Plan Administrator confirms that the Participant has a qualifying Disability and is eligible to receive payment hereunder.

1.20. Effective Date shall mean December 3, 2008.

1.21. Election Form . The form established from time to time by the Plan Administrator that a Participant completes, signs and returns to the Plan Administrator.

4

1.22. Eligible Employee . Any employee of the Plan Sponsor or an Affiliate who is selected to participate herein in accordance with the provisions of Section 2.1 hereof.

1.23. Employer(s) .

(a) Except as otherwise provided in part (b) of this Section 1.23, any of the Plan Sponsor’s subsidiaries or Affiliates (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor, and

(b) For the purpose of determining whether a Participant has experienced a Separation from Service, the term Employer shall be as defined in Treasury Regulation Section 1.409A-1(h)(3) (i.e., using “at least 50%” instead of “at least 80%”).

1.24. ERISA . The Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a section of ERISA shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes such section.

1.25. Good Reason means the occurrence, on or after the occurrence of a Change in Control, of any of the following:

(a) The Plan Sponsor or any of its Affiliates materially reduces the Participant’s Base Salary.

(b) The Plan Sponsor discontinues its bonus plan in which the Participant participates as in effect immediately before the Change in Control without immediately replacing such bonus plan with a plan that is the substantial economic equivalent of such bonus plan, or a successor to the Plan Sponsor fails or refuses to assume the obligations of the Plan Sponsor under such bonus plan as in effect immediately before the Change in Control or under a plan that is the substantial economic equivalent of such bonus plan.

(c) Without the Participant’s express written consent, the Plan Sponsor or any of its Affiliates requires the Participant to change the location of the Participant’s job or office, so that the Participant will be based at a location more than 100 miles from the former location of the Participant’s job or office.

(d) Without the Participant’s express written consent, the Plan Sponsor or any of its Affiliates reduces the Participant’s responsibilities or directs the Participant to report to a person of lower rank or responsibilities than the person to whom the Participant reported before the Change in Control.

1.26. Measurement Fund . The investment fund or funds selected by the Plan Administrator from time to time.

1.27. Participant . An Eligible Employee satisfies the requirements for participation set forth in Article 2. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

5

1.28. Participant Annual Deferral Amount . The portion of a Participant’s Compensation, which he or she elects to defer, and is deferred, for the Plan Year in question. In the event of a Participant’s termination from participation in the Plan prior to the end of a Plan Year, such year’s Participant Annual Deferral Amount shall be the actual amount withheld prior to such event.

1.29. Plan . This Plan, together with any and all amendments or supplements thereto.

1.30. Plan Administrator . The Board or its designee. A Participant in the Plan should not serve as a singular Plan Administrator. If a Participant is part of a group or committee designated as Plan Administrator, then the Participant may not participate in any activity or decision relating solely to his or her individual benefits under the Plan; matters solely affecting the applicable Participant will be resolved by the remaining committee members or by the Board.

1.31. Plan Retirement Date . The date the Participant attains 65 years of age.

1.32. Plan Year . The calendar year.

1.33. Retirement . A Participant’s Separation from Service after the Participant has reached his or her Plan Retirement Date.

1.34. Separation from Service . With respect to a Service Provider, his or her “separation from service,” as defined in Section 1.409A-1(h) of the Treasury Regulations, with respect to the Service Recipient. The Plan Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Participant has had a “Separation from Service,” and the date of such “Separation from Service.”

1.35. Service Provider . A Participant or any other “service provider,” as defined in Section 1.409A-1(f) of the Treasury Regulations.

1.36. Service Recipient . With respect to a Participant, the Employer and all persons considered part of the “ service recipient ,” as defined in Section 1.409A-1(g) of the Treasury Regulations, as determined from time to time. As provided in Section 1.409A-1(g) of the Treasury Regulations, the “Service Recipient” shall mean the person for whom the services are performed and with respect to whom the legally binding right to compensation arises, and all persons with whom such person would be considered a single employer under Section 414(b) or 414(c) of the Code.

1.37. Specified Employee . A Service Provider who, as of the date of the Service Provider’s Separation from Service, is a “ Key Employee ” of the Service Recipient any stock of which is publicly traded on an established securities market or otherwise. For purposes of this definition, a Service Provider is a “ Key Employee ” if the Service Provider meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the Testing Year. If a Service Provider is a “Key Employee” (as defined above) as of a Specified Employee Identification Date, the Service Provider shall be treated as “ Key Employee ” for the entire twelve (12) month period beginning on the Specified Employee Effective Date. For purposes of this definition, a Service Provider’s compensation for a Testing Year shall mean such Service Provider’s compensation, as determined under Section 1.415(c)-2(a) of the Treasury Regulations (and applied as if the

6

Service Recipient were not using any safe harbor provided in Section 1.415(c)-2(d) of the Treasury Regulations, were not using any of the elective special timing rules provided in Section 1.415(c)-2(e) of the Treasury Regulations, and were not using any of the elective special rules provided in Section 1.415(c)-2(g)) of the Treasury Regulations, from the Service Recipient for such Testing Year. The “ Specified Employees ” shall be determined in accordance with Section 409A(a)(2)(B)(i) of the Code and Section 1.409A-1(i) of the Treasury Regulations.

1.38. Specified Employee Effective Date . The first day of the fourth month following the Specified Employee Identification Date. The Specified Employee Effective Date may be changed by the Service Recipient, in its discretion, in accordance with Section 1.409A-1(i)(4) of the Treasury Regulations.

1.39. Specified Employee Identification Date . For purposes of Section 1.409A-1(i)(3) of the Treasury Regulations, shall mean December 31. The “ Specified Employee Identification Date ” shall apply to all “ nonqualified deferred compensation plans ” (as defined in Section 1.409A-1(a) of the Treasury Regulations) of the Service Recipient and all affected Service Providers. The “ Specified Employee Identification Date ” may be changed by the Company, in its discretion, in accordance with Section 1.409A-1(i)(3) of the Treasury Regulations.

1.40. Testing Year . The twelve (12) month period ending on the Specified Employee Identification Date, as determined from time to time.

1.41. Year of Plan Participation . Each twelve (12) month period during which the Participant is employed on a full-time basis by an Employer, with a minimum of 1,000 hours of service, inclusive of any approved leaves of absence, beginning on the Participant’s date of entry into this Plan.

ARTICLE TWO

ELIGIBILITY AND PARTICIPATION

2.1 Selection . Participation in the Plan shall be limited to each employee of the Employers who for any Plan Year is expected to be a “ highly compensated employee ” as defined in Section 414(q) of the Code and a member of a “ select group of management and highly compensated employees ” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, as determined by the Plan Administrator in its sole discretion.

2.2 Enrollment Requirements . As a condition to participation, each Eligible Employee shall complete, execute and return to the Plan Administrator an Election Form. In addition, the Plan Administrator shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

2.3 Eligibility; Commencement of Participation . Provided an Eligible Employee has met all enrollment requirements set forth in this Plan and required by the Plan Administrator, including returning all required documents to the Plan Administrator within the specified time period, that Eligible Employee shall become a Participant on the day on which his or her Election Form first becomes effective.

7

2.4 Termination of Participation and/or Deferrals . Once an Eligible Employee becomes a Participant, he or she shall continue as a Participant for all future Plan Years unless and until: (a) the Participant terminates from employment with the Employer in a manner that constitutes a Separation from Service, (b) is no longer an Eligible Employee (i.e., no longer meets the eligibility requirements of this Article 2), or (c) the Plan Administrator specifically acts to discontinue the Participant’s participation. If a Participant’s participation is discontinued, to the extent permissible under Section 409A of the Code, the Plan Administrator shall (i) terminate any deferral election the Participant has made for the remainder of the Plan Year in which the Participant’s membership status changes and (ii) prevent the Participant from making future deferral elections or deferrals or receiving any future Company Contributions (except as expressly provided in Section 3.4(b). The former Participant’s Accounts shall be held until distributable under the terms of Article 5.

2.5 Reemployment . If a former employee who was a Participant is rehired by an Employer and is again selected as an Eligible Employee, he or she shall reenter the Plan on the first day of any Plan Year commencing after the date he or she is selected in accordance with the provisions of Section 2.1, provided that he or she will be treated as initially eligible to participate in the Plan pursuant to Section 1.409A-2(a)(7) of the Treasury Regulations as of such reentry date. Such Eligible Employee’s reentry into the Plan shall have no impact on any distributions that have been made or are being made in accordance with Article 5. Any amounts previously forfeited from the Participant’s Accounts pursuant to this Plan shall not be restored or reinstated upon the Participant’s subsequent reentry into the Plan. Upon reentry, such Participant shall not be credited with any Years of Plan Participation for years of prior service with any Employer prior to reentry unless the individual is rehired by an Employer within one year after the individual’s Separation from Service.

ARTICLE THREE

CONTRIBUTIONS AND CREDITS

3.1 Election to Defer . (a) In General . Except as otherwise provided in this Section 3.1, in order for a Participant to make a valid election to defer Base Salary or Bonus, the Participant must submit an Election Form on or before the deadline established by the Plan Administrator. Except as otherwise provided in this Section 3.1, such initial election shall occur no later than the December 31 ^st preceding the Plan Year in which such compensation will be earned. Any deferral election made in accordance with this Section 3.1(a) shall be irrevocable except to the extent permitted under Section 409A. If no Election Form is timely delivered for a Plan Year, no Participant Annual Deferral Amount shall be withheld for that Plan Year.

(b) Timing of Deferral Elections for Newly Eligible Participants . Notwithstanding anything to the contrary in this Section 3.1, and except with respect to individuals described in Section 2.5 above, an Eligible Employee who first becomes eligible to participate in the Plan on or after the beginning of a Plan Year may be permitted to make an election to defer Base Salary and Bonus attributable to services to be performed after such election, provided that the Participant submits an Election Form on or before the deadline established by the Plan Administrator, which in no event shall be later than 30 days after the Participant first becomes eligible to participate in the Plan. Any deferral election made in accordance with this Section 3.1(b) shall become irrevocable no later than the 30 ^th day after the date the Participant becomes eligible to participate in the Plan.

8

(c) Timing of Deferral Elections for Performance-Based Compensation . Notwithstanding anything to the contrary in this Section 3.1, and subject to the limitations below and any terms and conditions imposed by the Plan Administrator, in the case of any Bonus that constitutes performance-based compensation (within the meaning of Section 409A(a)(4)(b)(iii) of the Code) (“ Performance-Based Compensation ”) deferrable under this Plan, which Bonus is based on services performed over a period of at least 12 months, an initial election to defer such Bonus compensation may be made by timely completing and submitting to the Plan Administrator an Election Form no later than six (6) months before the end of the service period during such period as may be established by the Plan Administrator in its discretion for such elections.

In order for a Participant to be eligible to make a deferral election for Performance-Based Compensation in accordance with the deadline established pursuant to this Section 3.1(c), the Participant must have performed services continuously from the later of (i) the beginning of the performance period for such compensation, or (ii) the date upon which the performance criteria for such compensation are established, through the date upon which the Participant makes the deferral election for such compensation. In no event shall a deferral election submitted under this Section 3.1(c) be permitted to apply to any amount of Performance-Based Compensation that has become readily ascertainable.

3.2 Minimum Participant Annual Deferral Amount . For each Plan Year, the aggregate minimum Participant Annual Deferral Amount for each Participant is $2,500. If an election is made for less than such minimum amount, or if no election is made, the amount deferred shall be zero.

3.3 Maximum Deferral . For each Plan Year, a Participant may elect to defer, as his or her Participant Annual Deferral Amount, up to 50% of his or her Base Salary and up to 100% of his or her Bonus, subject to the limitations set forth in this Section 3.3. Notwithstanding the foregoing, a Participant Annual Deferral Amount shall be limited in any Plan Year, if necessary, to satisfy the Participant’s income and employment tax withholding obligations (including Social Security, unemployment and Medicare), and the Participant’s employee benefit plan contribution requirements, determined on the first day of the election period for such Plan Year, as determined by the Plan Administrator.

3.4 Accounts; Crediting of Deferrals . Solely for record keeping purposes, the Plan Administrator shall establish a Deferral Account and a Corporate Contributions Account for each Participant. A Participant’s Accounts shall be credited with the deferrals made by him or her or on his or her behalf by his or her Employer under this Article 3 and shall be credited (or charged, as the case may be) with the hypothetical or deemed investment earnings and losses determined pursuant to Article 4, and charged with distributions made to or with respect to him or her.

(a) Participant Annual Deferral Amounts . For each Plan Year, the Base Salary portion of the Participant Annual Deferral Amount shall be withheld from each payroll period in equal amounts from the Participant’s Base Salary. The Bonus portion of the Participant Annual Deferral Amount shall be withheld at the time the Bonus is or would otherwise be paid to the Participant. The Participant Annual Deferral Amount shall be credited to the Participant’s Deferral Account.

9

(b) Corporate Contributions . Each Plan Year, the Plan Sponsor may make contributions (either discretionary, matching or both) to the Plan as it may determine from time to time and may direct that such contributions be allocated among the Corporate Contribution Accounts of those Participants that it may select. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero. The Corporate Contribution, if any, shall be credited to Participants’ Corporate Contribution Accounts on the date or dates declared by the Plan Sponsor. If a Participant is not employed by an Employer as of a given date of declaration other than by reason of his or her death while employed, the Discretionary Company Contribution for such Participant for that date of declaration, and future dates of declaration, shall be zero. In the event of death, a Participant shall be credited with all of the Corporate Contribution(s) (if any) for the Plan Year in which he or she dies. No Participant shall have a right to compel the Plan Sponsor to make a contribution under this Section 3.4(b) and no Participant shall have the right to share in the allocation of any such contribution for any Plan Year unless selected by the Plan Sponsor, in its sole discretion.

3.5 Vesting .

(a) Deferral Account . A Participant shall at all times be 100% vested in his or her Deferral Account.

(b) Corporate Contribution Account . Plan Sponsor contributions credited to a Participant’s Corporate Contribution Account under Section 3.4(b) of the Plan and any hypothetical or deemed investment earnings and losses attributable to these contributions shall become vested or nonforfeitable based on the Participant’s Years of Plan Participation according to the following schedule:

Notwithstanding the foregoing, a Participant’s Corporate Contribution Account shall be fully vested and nonforefeitable upon (i) the Participant’s Plan Retirement Date, (ii) the Participant’s death, (iii) the Participant’s Disability, or (iv) termination of the Plan.

(c) Forfeiture . Upon a Participant’s Separation from Service, a Participant shall forfeit any unvested portion of his or her Corporate Contribution Account, in the amount credited to such Corporate Contribution Account as of the most recent determination date preceding his or her Separation from Service with the Employers. Any such unvested forfeited portion of a Participant’s Corporate Contribution Account shall cease to be liabilities of the Employer or the Plan. All such forfeited amounts shall be deducted from the Participant’s Corporate Contribution Accounts immediately upon Separation from Service and credited to such Employer. For the avoidance of doubt, if an individual ceases to be a Participant but continues to be an employee of any Employer, he or she will continue to vest in his or her Corporate Contribution Account until such time as he or she undergoes a Separation from Service.

10

ARTICLE FOUR

ACCOUNTS AND ALLOCATION OF FUNDS

4.1 Earnings Credits or Losses . In a