Common use of Employees; Employee Benefit Plans Clause in Contracts

Employees; Employee Benefit Plans. (a) The benefits to be provided to employees of Dime and its Subsidiaries as of the Effective Time ("Covered Employees") shall be the benefits provided to similarly situated employees of Washington Mutual, which shall be so provided as soon as practicable after the Effective Time, but in no event later than the date the Covered Employees are placed on the same payroll service as such employees of Washington Mutual; provided, however, that until such time that the Covered Employees are placed on the same payroll service as such employees of Washington Mutual, Washington Mutual shall, or shall cause its Subsidiaries to provide benefits no less favorable, in the aggregate, than the benefits provided to similarly situated employees under Washington Mutual's plans, programs and arrangements. Washington Mutual shall, from and after the Effective Time, (i) comply with the contractual commitments of Dime to its current and former employees in accordance with their terms and honor all employee benefit obligations to current and former employees of Dime and its Subsidiaries under the applicable contractual commitment, (ii) provide Covered Employees credit for the most recent period of uninterrupted service (including any bridging or prior service credit, without regard to whether there has been an interruption in service, solely to the extent provided by Dime and its Subsidiaries as of the date hereof) with Dime or any of its Subsidiaries (and their predecessors) prior to the Effective Time for all purposes under employee benefit plans of Washington Mutual or its Subsidiaries (including for purposes of benefit accrual), (iii) cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Plans) and eligibility waiting periods under group health plans of Washington Mutual to be waived with respect to Covered Employees (and their eligible dependents) who become participants in such group health plans and (iv) use reasonable efforts to give credit for or otherwise take into account the out-of-pocket expenses and annual expense limitations paid by each Covered Employee under the comparable Plans for the year in which the Effective Time occurs; provided, however, that no credits for service as described in clause (ii) above shall be permitted if to do so would result in duplication of benefits under such plans. From and after the Effective Time, Washington Mutual shall honor all vacation and paid time off of the Covered Employees accrued as of the Effective Time, in accordance with the Dime policy as in effect on the date hereof. Except as otherwise prohibited under this Section 7.7, nothing in this Section 7.7 shall be interpreted as preventing Washington Mutual or its Subsidiaries from amending, modifying or terminating any Plans or other contracts, arrangements, commitments or understandings, in a manner consistent with their terms and applicable law.

Employees; Employee Benefit Plans. (a) The benefits Purchaser shall cause each of the Initial Acquired Companies and Subsequent Acquired Companies, if any, to be provided employ on the applicable Closing Date or continue to employ on the applicable Closing Date all of the employees of Dime such Acquired Company (as applied to any such Acquired Company, “Continuing Employees”) on terms and its Subsidiaries as conditions of employment, including pay levels, job descriptions and benefits, that are substantially similar in all material respects either (i) to the Effective Time terms and conditions of employment immediately prior to the Closing Date or ("Covered Employees"ii) shall be to the benefits provided terms and conditions of employment that apply to similarly situated employees of Washington MutualPurchaser. The foregoing covenant of Purchaser shall not restrict or limit in any manner Purchaser’s management of the business of the Initial Acquired Companies or Subsequent Acquired Companies, which shall be so provided as soon as practicable if any, after the Effective Timeapplicable Closing nor require Purchaser to retain any Continuing Employee for any period of time after the applicable Closing Date or to maintain any particular pay levels, but in no event later than the date the Covered Employees are placed on the same payroll service as such employees job descriptions or benefits or other terms and conditions of Washington Mutualemployment for them; provided, however, that until such time that the Covered Employees are placed on the same payroll service as such employees Purchaser shall be responsible for any and all notices, liabilities, costs, payments and expenses arising from any action by Purchaser (including breach of Washington Mutualcontract, Washington Mutual shalldefamation or retaliatory discharge) regarding any employee of an Initial Acquired Company or Subsequent Acquired Company, if any, or shall cause its Subsidiaries to provide benefits no less favorableany Continuing Employee, in the aggregate, than the benefits provided to similarly situated employees under Washington Mutual's plans, programs and arrangements. Washington Mutual shall, from and after the Effective Time, including any such liability (i) comply with the contractual commitments of Dime under any applicable Law that relates to its current and former employees in accordance with their terms and honor all employees, employee benefit obligations to current and former employees of Dime and its Subsidiaries under the applicable contractual commitmentmatters or labor matters, (ii) provide Covered Employees credit for the most recent period of uninterrupted service (including any bridging dismissal, wrongful termination or prior service creditconstructive dismissal or termination, without regard to whether there has been an interruption in serviceor severance pay or other termination pay, solely to the extent provided by Dime and its Subsidiaries as of the date hereof) with Dime or any of its Subsidiaries (and their predecessors) prior to the Effective Time for all purposes under employee benefit plans of Washington Mutual or its Subsidiaries (including for purposes of benefit accrual), (iii) cause under or with respect to any benefit plan, program, contract, policy, commitment or arrangement of the Acquired Companies, including the Retention Plans maintained by the Acquired Companies (collectively, “Employee Benefit Plans”) or under and all pre-existing condition limitations with respect to the Retention Plans (other than those maintained by the Acquired Companies) to the extent such limitations did not apply to a pre-existing condition under comparable Plans) and eligibility waiting periods under group health plans of Washington Mutual to be waived Retention Plans provide payments or benefits with respect to Covered Employees (and their eligible dependents) who become participants in such group health plans and (iv) use reasonable efforts to give credit for or otherwise take into account the out-of-pocket expenses and annual expense limitations paid by each Covered Employee under the comparable Plans for the year in which the Effective Time occursany Continuing Employee; provided, however, that no credits Purchaser shall not be responsible for service as described any costs, payments or expenses under or with respect to the Retention Plans to the extent that such costs, payments and/or expenses exceed, in clause the aggregate, Twenty Five Million Dollars (ii) above shall be permitted $25,000,000), subject to reductions, if any, pursuant to do so would result in duplication of benefits under such plans. From and after the Effective Time, Washington Mutual shall honor all vacation and paid time off terms of the Covered Employees accrued as of the Effective Time, in accordance with the Dime policy as in effect on the date hereof. Except as otherwise prohibited under this Section 7.7, nothing in this Section 7.7 shall be interpreted as preventing Washington Mutual or its Subsidiaries from amending, modifying or terminating any Plans or other contracts, arrangements, commitments or understandings, in a manner consistent with their terms and applicable lawRetention Plans.

Employees; Employee Benefit Plans. (a) The benefits As of or before the Closing Date, Buyer or one or more of its Affiliates shall offer employment to be each Employee who (i) is not then on authorized leave of absence, sick leave, short or long term disability leave, military leave or layoff with recall rights (“Active Employees”) or (ii) is then on authorized leave of absence, sick leave, short or long term disability leave, military leave or layoff with recall rights; provided that such offer is contingent on such Employee returning to active employment immediately following such absence and within six (6) months of the Closing Date, or such later date as required under applicable Laws (“Inactive Employees”). For the purposes hereof, all Active Employees and Inactive Employees who accept an offer of employment from Buyer and commence employment on the applicable Employment Commencement Date are hereinafter referred to collectively as the “Transferred Employees,” and the “Employment Commencement Date” as referred to herein shall mean (x) as to those Transferred Employees who are Active Employees, the Closing Date, and (y) as to those Transferred Employees who are Inactive Employees, the date on which the Transferred Employee begins active employment with Buyer or any of its Affiliates. Buyer shall employ at-will those Transferred Employees who do not have Employment Agreements with Seller or Tribune, as applicable, and shall provide each Transferred Employee initially and for at least one (1) year after the Closing Date or, if shorter, the period of employment following the Closing Date of the Transferred Employee, (i) the base salary or other base cash compensation that was provided to employees of Dime such Transferred Employees immediately prior to the Closing Date, (ii) cash incentive compensation opportunities (including short-term annual incentive compensation but excluding equity or equity-based compensation) that are no less favorable in the aggregate than the aggregate total cash incentive compensation opportunities provided to such Transferred Employee (but excluding equity or equity-based compensation opportunities) immediately prior to the Closing, (iii) severance and its Subsidiaries as of other termination pay and benefits that are no less favorable than the Effective Time severance and other termination pay and benefits that were applicable to such Transferred Employee immediately prior to the Closing Date and ("Covered Employees"iv) shall be other employee benefits that are substantially similar in the benefits aggregate to those provided to similarly situated employees of Washington MutualBuyer or its Affiliates. The initial terms and conditions of employment for those Transferred Employees who have Employment Agreements with Seller, Tribune or their Affiliates, as applicable, shall be as set forth in such Employment Agreements, which shall be so provided as soon as practicable after the Effective Time, but in no event later than the date the Covered Employees are placed on the same payroll service as such employees of Washington Mutual; provided, however, that until such time that the Covered Employees are placed on the same payroll service as such employees of Washington Mutual, Washington Mutual shall, or shall cause its Subsidiaries to provide benefits no less favorable, in the aggregate, than the benefits provided to similarly situated employees under Washington Mutual's plans, programs and arrangements. Washington Mutual shall, from and after the Effective Time, (i) comply with the contractual commitments of Dime to its current and former employees in accordance with their terms and honor all employee benefit obligations to current and former employees of Dime and its Subsidiaries extent permitted under the applicable contractual commitmentagreements, (ii) provide Covered Employees credit for the most recent period of uninterrupted service (including any bridging be assigned to and assumed by Buyer or prior service credit, without regard to whether there has been an interruption in service, solely to the extent provided by Dime and its Subsidiaries as of the date hereof) with Dime one or any more of its Subsidiaries (and their predecessors) prior to Affiliates, as directed by Buyer. Notwithstanding the Effective Time for all purposes under employee benefit plans of Washington Mutual or its Subsidiaries (including for purposes of benefit accrual)foregoing, (iii) Buyer shall cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Plans) and eligibility waiting periods under group health plans of Washington Mutual to be waived with respect to Covered Employees (and their eligible dependents) who become participants in such group health plans and (iv) use reasonable efforts to give credit for or otherwise take into account the out-of-pocket expenses and annual expense limitations paid by each Covered Employee under the comparable Plans for maintained through December 31 of the year in which the Effective Time occurs; providedClosing Date occurs any Station-level annual (or other short-term) cash incentive award programs based solely on individual performance or performance of the applicable Station covering the Transferred Employees substantially in the form as in effect immediately prior to the Closing Date. Notwithstanding the foregoing, however, that no credits the compensation and benefits for service as described in clause (ii) above Transferred Employees who are covered by a collective bargaining agreement shall be permitted if to do so would result in duplication of benefits under such plans. From and after the Effective Time, Washington Mutual shall honor all vacation and paid time off of the Covered Employees accrued as of the Effective Time, provided in accordance with the Dime policy applicable collective bargaining agreement as amended, extended or terminated from time to time in effect on the date hereof. Except as otherwise prohibited under this Section 7.7, nothing in this Section 7.7 shall be interpreted as preventing Washington Mutual or accordance with its Subsidiaries from amending, modifying or terminating any Plans or other contracts, arrangements, commitments or understandings, in a manner consistent with their terms and applicable lawLaw.

Employees; Employee Benefit Plans. (a) The benefits to be provided to employees of Dime and its Subsidiaries as As of the Effective Time, the Company Employees who are employees of the Company or a Subsidiary of the Company at the Effective Time shall, unless and until such Company Employees become eligible to participate in the employee benefit plans sponsored or maintained by TD Banknorth Inc. ("Covered Employees"excluding equity-based plans and defined benefit pension plans) shall be (the benefits provided to “TD Banknorth Plans”) in which similarly situated employees of Washington MutualTD Banknorth Inc. participate, which shall be so provided as soon as practicable after the Effective Time, but in no event later than the date the Covered Employees are placed on to the same payroll service extent as such similarly situated employees of Washington MutualTD Banknorth Inc. so participate (it being understood that inclusion of Company Employees in such employee benefit plans may occur at different times with respect to different plans), continue to participate in the Plans (excluding the Company Stock Incentive Plans (other than with respect to Parent Options), the DRIP and Purchase Plan and the Employee Stock Ownership Plan feature of the Company’s 401(k) Plan); provided, however, that until such time that the Covered Employees are placed on the same payroll service as such employees of Washington Mutual, Washington Mutual shall, or shall cause its Subsidiaries to provide benefits no less favorable, in the aggregate, than the benefits provided to similarly situated employees under Washington Mutual's plans, programs and arrangements. Washington Mutual shall, from and after the Effective Time, (i) comply with the contractual commitments of Dime to its current and former employees in accordance with their terms and honor all employee benefit obligations to current and former employees of Dime and its Subsidiaries under the applicable contractual commitment, (ii) provide Covered Employees credit for the most recent period of uninterrupted service (including any bridging or prior service credit, without regard to whether there has been an interruption in service, solely to the extent provided by Dime and its Subsidiaries as of the date hereof) with Dime nothing contained herein shall require Parent or any of its Subsidiaries to make any grants to any Company Employee under any equity-based plans, it being understood that any such grants are completely discretionary, (and their predecessorsii) prior to the Effective Time for all purposes under employee benefit plans nothing contained herein shall require Parent or any of Washington Mutual or its Subsidiaries to permit a Company Employee who is receiving severance as a result of the transactions contemplated by this Agreement (including for purposes or together with any other action) pursuant to any employment, severance, change-in-control, consulting or other compensation agreements, plans and arrangements with the Company or any of benefit accrual)its Subsidiaries to participate in any severance or change-in-control agreement or plan offered by Parent or any of its Subsidiaries, (iii) cause nothing contained herein shall require a Company Employee’s participation in Parent’s or any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Plans) and eligibility waiting periods under group health plans of Washington Mutual to be waived with respect to Covered Employees (and their eligible dependents) who become participants in such group health plans its Subsidiaries’ defined benefit pension plan and (iv) use reasonable efforts until December 31, 2008, the employee benefit plans made available to give credit for or otherwise take into account the out-of-pocket expenses and annual expense limitations paid by each Covered Employee under the comparable Plans for the year in which the Effective Time occurs; provided, however, that no credits for service as described in clause (ii) above Company Employees shall be permitted if no less favorable in the aggregate than the employee benefit plans (excluding equity-based plans, defined benefit pension plans and severance policies and practices) provided to do so would result in duplication the Company Employees on the date of benefits under such plansthis Agreement. From and after the Effective Time, Washington Mutual Parent shall honor cause the Company and its Subsidiaries, and any successors thereto, to honor, without modification, all vacation employment, retention, severance and paid time off change-in-control contracts, agreements and arrangements, as amended through the date hereof, listed in Section 4.11(a) of the Covered Employees accrued Company Disclosure Schedule (the “Employment Agreements”). As of the Effective Time, employees of the Company and its Subsidiaries who are not otherwise parties to the Employment Agreements (excluding any Employment Agreements that do not provide for severance or similar termination pay) shall be covered by and eligible to participate in that certain severance plan attached to this Agreement in Section 7.7(a)-1 of the Parent Disclosure Schedule (the “Severance Plan”), which (x) shall take into account all service with the Company or any Subsidiary (or any of their respective predecessors) as provided for therein and (y) shall be caused by Parent to be maintained for at least two years following the Closing Date. In addition, effective as of the Effective Time, with respect to Eligible Employees (as such term is defined in accordance with the Dime policy Severance Plan) who are employed by the Company or a Subsidiary ("Company Eligible Employees"): (A) the schedule of Severance Benefits (as such term is defined in effect on the date hereof. Except as otherwise prohibited under this Section 7.7, nothing in this Section 7.7 Severance Plan) that shall be interpreted provided to such employees who become Displaced Employees (as preventing Washington Mutual such term is defined in the Severance Plan) shall be as set forth in Section 7.7(a)-2 of the Parent Disclosure Schedule and (B) the chief financial officer of the Company shall be consulted by the Plan Administrator (as such term is defined in the Severance Plan), and shall participate in an advisory capacity, with respect to all decisions of the Plan Administrator regarding any Company Eligible Employee or its Subsidiaries from amendingDisplaced Employee, modifying or terminating any Plans or other contracts, arrangements, commitments or understandings, in a manner consistent with their terms and applicable lawas applicable.

Employees; Employee Benefit Plans. (a) The benefits to be provided to employees of Dime and its Subsidiaries as of the Effective Time ("Covered Employees") shall be the benefits provided to similarly situated employees of Washington Mutual, which shall be so provided as soon as practicable after the Effective Time, but in no event later than the date the Covered Employees are placed on the same payroll service as such employees of Washington Mutual; provided, however, that until such time that the Covered Employees are placed on the same payroll service as such employees of Washington Mutual, Washington Mutual Parent shall, or shall cause the Surviving Company and its Subsidiaries to provide benefits no less favorableto, in the aggregate(i) give those employees who are, than the benefits provided to similarly situated employees under Washington Mutual's plans, programs and arrangements. Washington Mutual shall, from and after as of the Effective Time, (i) comply with employed by the contractual commitments of Dime to its current and former employees in accordance with their terms and honor all employee benefit obligations to current and former employees of Dime Company and its Subsidiaries under (the applicable contractual commitment, (ii“Continuing Employees”) provide Covered Employees full credit for purposes of determining eligibility and vesting (but not for purposes of any benefit accruals) under any Parent Benefit Plans or other arrangements maintained by Parent, including, but not limited to, vacation and paid time off accruals, the most recent period Surviving Company or any Subsidiary of uninterrupted Parent or the Surviving Company (other than any defined benefit or equity-based plans) (collectively, the “Parent Plans”) for such Continuing Employees’ service (including any bridging or prior service credit, without regard to whether there has been an interruption in service, solely to with the extent provided by Dime and its Subsidiaries as of the date hereof) with Dime Company or any of its Subsidiaries (or any predecessor entity) to the same extent recognized by the Company and their predecessorsits Subsidiaries; (ii) prior waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Parent Plan that is a welfare benefit plan that such employees may be eligible to participate in after the Effective Time for all purposes under employee benefit plans of Washington Mutual or to the same extent waived by the Company and its Subsidiaries (including for purposes of benefit accrual), or otherwise not subject to a limitation by the Company and its Subsidiaries; (iii) cause provide credit under any such welfare plan for any co-payments, deductibles and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Plans) and eligibility waiting periods under group health plans of Washington Mutual to be waived with respect to Covered Employees (and their eligible dependents) who become participants in such group health plans and (iv) use reasonable efforts to give credit for or otherwise take into account the out-of-pocket expenses and annual expense limitations paid by each Covered Employee under the comparable Plans expenditures for the year in remainder of the coverage period during which the Effective Time any transfer of coverage of any Continuing Employee occurs; provided, however, that no credits for service as described and (iv) honor in clause (ii) above shall be permitted if accordance with their terms all employee benefit plans or arrangements or collective bargaining agreements maintained by the Company immediately prior to do so would result in duplication of benefits under such plans. From and after the Effective Time, Washington Mutual shall honor all vacation and paid time off of the Covered Employees accrued as of the Effective Time, in accordance with the Dime policy as in effect on the date hereof. Except as otherwise prohibited under this Section 7.7, nothing in this Section 7.7 shall be interpreted as preventing Washington Mutual or its Subsidiaries from amending, modifying or terminating any Plans or other contracts, arrangements, commitments or understandings, in a manner consistent with their terms and applicable law.

Employees; Employee Benefit Plans. (a) The benefits to be provided to employees of Dime and its Subsidiaries as of the Effective Time ("Covered Employees") shall be the benefits provided to similarly situated employees of Washington Mutual, which shall be so provided as soon as practicable after the Effective Time, but in no event later than the date the Covered Employees are placed on the same payroll service as such employees of Washington Mutual; provided, however, that until such time that the Covered Employees are placed on the same payroll service as such employees of Washington Mutual, Washington Mutual Parent shall, or shall cause the Surviving Company and its Subsidiaries to provide benefits no less favorableto, use commercially reasonable efforts to, and in the aggregateaccordance with applicable law, than the benefits provided to similarly situated (i) give those employees under Washington Mutual's planswho are, programs and arrangements. Washington Mutual shall, from and after as of the Effective Time, (i) comply with employed by the contractual commitments of Dime to its current and former employees in accordance with their terms and honor all employee benefit obligations to current and former employees of Dime Company and its Subsidiaries under (the applicable contractual commitment“Continuing Employees”), (ii) provide Covered Employees full credit for purposes of determining eligibility and vesting (but not for purposes of any benefit accruals) under any Parent Benefit Plans or other arrangements maintained by Parent, including, but not limited to, vacation and paid time off accruals (other than any defined benefit or equity-based plans) (collectively, the most recent period of uninterrupted “Parent Plans”) for such Continuing Employees’ service (including any bridging or prior service credit, without regard to whether there has been an interruption in service, solely to with the extent provided by Dime and its Subsidiaries as of the date hereof) with Dime Company or any of its Subsidiaries (or any predecessor entity) to the same extent recognized by the Company and their predecessorsits Subsidiaries; (ii) prior waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Parent Plan that is a welfare benefit plan that such employees may be eligible to participate in after the Effective Time for all purposes under employee benefit plans of Washington Mutual or to the same extent waived by the Company and its Subsidiaries (including for purposes of benefit accrual), or otherwise not subject to a limitation by the Company and its Subsidiaries; (iii) cause provide credit under any such welfare plan for any co-payments, deductibles and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Plans) and eligibility waiting periods under group health plans of Washington Mutual to be waived with respect to Covered Employees (and their eligible dependents) who become participants in such group health plans and (iv) use reasonable efforts to give credit for or otherwise take into account the out-of-pocket expenses and annual expense limitations paid by each Covered Employee under the comparable Plans expenditures for the year in remainder of the coverage period during which the Effective Time any transfer of coverage of any Continuing Employee occurs; provided, however, that no credits for service as described and (iv) honor in clause (ii) above shall be permitted if accordance with their terms all Company Benefit Plans or arrangements or collective bargaining agreements maintained by the Company immediately prior to do so would result in duplication of benefits under such plans. From and after the Effective Time, Washington Mutual shall honor all vacation and paid time off of the Covered Employees accrued as of the Effective Time, in accordance with the Dime policy as in effect on the date hereof. Except as otherwise prohibited under this Section 7.7, nothing in this Section 7.7 shall be interpreted as preventing Washington Mutual or its Subsidiaries from amending, modifying or terminating any Plans or other contracts, arrangements, commitments or understandings, in a manner consistent with their terms and applicable law.

Employees; Employee Benefit Plans. (a) The benefits to be provided to employees of Dime and its Subsidiaries as As of the Effective Time, the Company Employees who are employees of the Company or a Subsidiary of the Company at the Effective Time shall, unless and until such Company Employees become eligible to participate in the employee benefit plans sponsored or maintained by TD Banknorth Inc. ("Covered Employees"excluding equity-based plans and defined benefit pension plans) shall be (the benefits provided to “TD Banknorth Plans”) in which similarly situated employees of Washington MutualTD Banknorth Inc. participate, which shall be so provided as soon as practicable after the Effective Time, but in no event later than the date the Covered Employees are placed on to the same payroll service extent as such similarly situated employees of Washington MutualTD Banknorth Inc. so participate (it being understood that inclusion of Company Employees in such employee benefit plans may occur at different times with respect to different plans), continue to participate in the Plans (excluding the Company Stock Incentive Plans (other than with respect to Parent Options), the DRIP and Purchase Plan and the Employee Stock Ownership Plan feature of the Company’s 401(k) Plan); provided, however, that until such time that the Covered Employees are placed on the same payroll service as such employees of Washington Mutual, Washington Mutual shall, or shall cause its Subsidiaries to provide benefits no less favorable, in the aggregate, than the benefits provided to similarly situated employees under Washington Mutual's plans, programs and arrangements. Washington Mutual shall, from and after the Effective Time, (i) comply with the contractual commitments of Dime to its current and former employees in accordance with their terms and honor all employee benefit obligations to current and former employees of Dime and its Subsidiaries under the applicable contractual commitment, (ii) provide Covered Employees credit for the most recent period of uninterrupted service (including any bridging or prior service credit, without regard to whether there has been an interruption in service, solely to the extent provided by Dime and its Subsidiaries as of the date hereof) with Dime nothing contained herein shall require Parent or any of its Subsidiaries to make any grants to any Company Employee under any equity-based plans, it being understood that any such grants are completely discretionary, (and their predecessorsii) prior to the Effective Time for all purposes under employee benefit plans nothing contained herein shall require Parent or any of Washington Mutual or its Subsidiaries to permit a Company Employee who is receiving severance as a result of the transactions contemplated by this Agreement (including for purposes or together with any other action) pursuant to any employment, severance, change-in-control, consulting or other compensation agreements, plans and arrangements with the Company or any of benefit accrual)its Subsidiaries to participate in any severance or change-in-control agreement or plan offered by Parent or any of its Subsidiaries, (iii) cause nothing contained herein shall require a Company Employee’s participation in Parent’s or any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Plans) and eligibility waiting periods under group health plans of Washington Mutual to be waived with respect to Covered Employees (and their eligible dependents) who become participants in such group health plans its Subsidiaries’ defined benefit pension plan and (iv) use reasonable efforts until December 31, 2008, the employee benefit plans made available to give credit for or otherwise take into account the out-of-pocket expenses and annual expense limitations paid by each Covered Employee under the comparable Plans for the year in which the Effective Time occurs; provided, however, that no credits for service as described in clause (ii) above Company Employees shall be permitted if no less favorable in the aggregate than the employee benefit plans (excluding equity-based plans, defined benefit pension plans and severance policies and practices) provided to do so would result in duplication the Company Employees on the date of benefits under such plansthis Agreement. From and after the Effective Time, Washington Mutual Parent shall honor cause the Company and its Subsidiaries, and any successors thereto, to honor, without modification, all vacation employment, retention, severance and paid time off change-in-control contracts, agreements and arrangements, as amended through the date hereof, listed in Section 4.11(a) of the Covered Employees accrued Company Disclosure Schedule (the “Employment Agreements”). As of the Effective Time, employees of the Company and its Subsidiaries who are not otherwise parties to the Employment Agreements (excluding any Employment Agreements that do not provide for severance or similar termination pay) shall be covered by and eligible to participate in that certain severance plan attached to this Agreement in Section 7.7(a)-1 of the Parent Disclosure Schedule (the “Severance Plan”), which (x) shall take into account all service with the Company or any Subsidiary (or any of their respective predecessors) as provided for therein and (y) shall be caused by Parent to be maintained for at least two years following the Closing Date. In addition, effective as of the Effective Time, with respect to Eligible Employees (as such term is defined in accordance with the Dime policy Severance Plan) who are employed by the Company or a Subsidiary (“Company Eligible Employees”): (A) the schedule of Severance Benefits (as such term is defined in effect on the date hereof. Except as otherwise prohibited under this Section 7.7, nothing in this Section 7.7 Severance Plan) that shall be interpreted provided to such employees who become Displaced Employees (as preventing Washington Mutual such term is defined in the Severance Plan) shall be as set forth in Section 7.7(a)-2 of the Parent Disclosure Schedule and (B) the chief financial officer of the Company shall be consulted by the Plan Administrator (as such term is defined in the Severance Plan), and shall participate in an advisory capacity, with respect to all decisions of the Plan Administrator regarding any Company Eligible Employee or its Subsidiaries from amendingDisplaced Employee, modifying or terminating any Plans or other contracts, arrangements, commitments or understandings, in a manner consistent with their terms and applicable lawas applicable.

Employees; Employee Benefit Plans. (a) The benefits to be provided to employees of Dime From and its Subsidiaries as of the Effective Time ("Covered Employees") shall be the benefits provided to similarly situated employees of Washington Mutual, which shall be so provided as soon as practicable after the Effective Time, but Parent shall honor all Plans in no event later than accordance with their terms, provided, that nothing herein shall prohibit Parent from amending or terminating any such Plans in accordance with their terms. To the date extent permitted by applicable Law, for a period of at least one year following the Covered Effective Time (or, if earlier, until the Company Employees who are placed on the same payroll service as such employees of Washington Mutual; providedthe Company or a Subsidiary of the Company at the Effective Time (collectively, however, that until such time that “Transferred Employees”) become eligible to participate in the Covered Employees are placed on the same payroll service as such employee benefit plans sponsored or maintained by Parent or its Subsidiaries (“Parent Plans” ) in which similarly situated employees of Washington MutualParent so participate (it being understood that inclusion of Transferred Employees in such Parent Plans may occur at different times with respect to different plans)), Washington Mutual shallParent shall provide, or shall cause its Subsidiaries to provide be provided, to Transferred Employees compensation and benefits (excluding equity-based awards, retiree medical benefits, defined benefit pension plan benefits, deferred compensation plan benefits, supplemental executive retirement plan benefits and employee stock purchase plan benefits) that are substantially comparable, in the aggregate, to the compensation and benefits provided to Transferred Employees immediately before the Effective Time. From and after the time Transferred Employees become eligible to participate in any given Parent Plan, Parent shall provide, or shall cause to be provided, Transferred Employees with compensation and benefits that are no less favorable, in the aggregate, than to the compensation and benefits provided under such given Parent Plan to similarly situated employees under Washington Mutual's plansof Parent and its Subsidiaries, programs subject to the provisions of Sections 7.6(b) and arrangements7.6(c) below, as applicable. Washington Mutual shall, from and after Nothing in this Agreement shall be construed as requiring Parent or the Surviving Company to continue any specific employee benefit plans or continue to employ any Transferred Employee for any length of time following the Effective Time, (i) comply with the contractual commitments of Dime to its current and former employees in accordance with their terms and honor all employee benefit obligations to current and former employees of Dime and its Subsidiaries under the applicable contractual commitment, (ii) provide Covered Employees credit for the most recent period of uninterrupted service (including any bridging or prior service credit, without regard to whether there has been an interruption in service, solely to the extent provided by Dime and its Subsidiaries as of the date hereof) with Dime or any of its Subsidiaries (and their predecessors) prior to the Effective Time for all purposes under employee benefit plans of Washington Mutual or its Subsidiaries (including for purposes of benefit accrual), (iii) cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Plans) and eligibility waiting periods under group health plans of Washington Mutual to be waived with respect to Covered Employees (and their eligible dependents) who become participants in such group health plans and (iv) use reasonable efforts to give credit for or otherwise take into account the out-of-pocket expenses and annual expense limitations paid by each Covered Employee under the comparable Plans for the year in which the Effective Time occurs; provided, however, that no credits for service as described in clause (ii) above shall be permitted if to do so would result in duplication of benefits under such plans. From and after the Effective Time, Washington Mutual shall honor all vacation and paid time off of the Covered Employees accrued as of the Effective Time, in accordance with the Dime policy as in effect on the date hereof. Except as otherwise prohibited under this Section 7.7, nothing in this Section 7.7 shall be interpreted as preventing Washington Mutual or its Subsidiaries from amending, modifying or terminating any Plans or other contracts, arrangements, commitments or understandings, in a manner consistent with their terms and applicable law.

Employees; Employee Benefit Plans. (a) The benefits to be provided to employees of Dime and its Subsidiaries as of the Effective Time ("Covered Employees") shall be the benefits provided to similarly situated employees of Washington Mutual, which shall be so provided as soon as practicable after the Effective Time, but in no event later than the date the Covered Employees are placed on the same payroll service as such employees of Washington Mutual; provided, however, that until such time that the Covered Employees are placed on the same payroll service as such employees of Washington Mutual, Washington Mutual Parent shall, or shall cause the Surviving Company and its Subsidiaries to provide benefits no less favorableto, in the aggregate(i) give those employees who are, than the benefits provided to similarly situated employees under Washington Mutual's plans, programs and arrangements. Washington Mutual shall, from and after as of the Effective Time, (i) comply with employed by the contractual commitments of Dime to its current and former employees in accordance with their terms and honor all employee benefit obligations to current and former employees of Dime Company and its Subsidiaries under (the applicable contractual commitment, (ii“Continuing Employees”) provide Covered Employees full credit for purposes of determining eligibility and vesting (but not for purposes of any benefit accruals) under any Parent Benefit Plans or other arrangements maintained by Parent, including, but not limited to, vacation and paid time off accruals, the most recent period Surviving Company or any Subsidiary of uninterrupted Parent or the Surviving Company (other than any defined benefit or equity-based plans) (collectively, the “Parent Plans”) for such Continuing Employees’ service (including any bridging or prior service credit, without regard to whether there has been an interruption in service, solely to with the extent provided by Dime and its Subsidiaries as of the date hereof) with Dime Company or any of its Subsidiaries (or any predecessor entity) to the same extent recognized by the Company and its Subsidiaries; (ii) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Parent Plan that is a welfare benefit plan that such employees may be eligible to participate in after the Effective Time to the same extent waived by the Company and its Subsidiaries or otherwise not subject to a limitation by the Company and its Subsidiaries; (iii) provide credit under any such welfare plan for any co-payments, deductibles and out‑of‑pocket expenditures for the remainder of the coverage period during which any transfer of coverage of any Continuing Employee occurs; and (iv) honor in accordance with their predecessors) terms all employee benefit plans or arrangements or collective bargaining agreements maintained by the Company immediately prior to the Effective Time for all purposes under employee benefit plans of Washington Mutual or its Subsidiaries (including for purposes of benefit accrual), (iii) cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Plans) and eligibility waiting periods under group health plans of Washington Mutual to be waived with respect to Covered Employees (and their eligible dependents) who become participants in such group health plans and (iv) use reasonable efforts to give credit for or otherwise take into account the out-of-pocket expenses and annual expense limitations paid by each Covered Employee under the comparable Plans for the year in which the Effective Time occurs; provided, however, that no credits for service as described in clause (ii) above shall be permitted if to do so would result in duplication of benefits under such plans. From and after the Effective Time, Washington Mutual shall honor all vacation and paid time off of the Covered Employees accrued as of the Effective Time, in accordance with the Dime policy as in effect on the date hereof. Except as otherwise prohibited under this Section 7.7, nothing in this Section 7.7 shall be interpreted as preventing Washington Mutual or its Subsidiaries from amending, modifying or terminating any Plans or other contracts, arrangements, commitments or understandings, in a manner consistent with their terms and applicable law.

Employees; Employee Benefit Plans. (a) The benefits Purchaser shall cause each of the Initial Acquired Companies and Subsequent Acquired Companies, if any, to be provided employ on the applicable Closing Date or continue to employ on the applicable Closing Date all of the employees of Dime and its Subsidiaries such Acquired Company (as of the Effective Time (applied to any such Acquired Company, "Covered EmployeesCONTINUING EMPLOYEES") shall be on terms and conditions of employment, including pay levels, job descriptions and benefits, that are substantially similar in all material respects either (i) to the benefits provided terms and conditions of employment immediately prior to the Closing Date or (ii) to the terms and conditions of employment that apply to similarly situated employees of Washington MutualPurchaser. The foregoing covenant of Purchaser shall not restrict or limit in any manner Purchaser's management of the business of the Initial Acquired Companies or Subsequent Acquired Companies, which if any, after the applicable Closing nor require Purchaser to retain any Continuing Employee for any period of time after the applicable Closing Date or to maintain any particular pay levels, job descriptions or benefits or other terms and conditions of employment for them; PROVIDED, HOWEVER, that Purchaser shall be so provided as soon as practicable after responsible for any and all notices, liabilities, costs, payments and expenses arising from any action by Purchaser (including breach of contract, defamation or retaliatory discharge) regarding any employee of an Initial Acquired Company or Subsequent Acquired Company, if any, or any Continuing Employee, including any such liability (i) under any applicable Law that relates to employees, employee benefit matters or labor matters, (ii) for dismissal, wrongful termination or constructive dismissal or termination, or severance pay or other termination pay, or (iii) under or with respect to any benefit plan, program, contract, policy, commitment or arrangement of the Effective TimeAcquired Companies, but in no event later including the Retention Plans maintained by the Acquired Companies (collectively, "EMPLOYEE BENEFIT PLANS") or under and with respect to the Retention Plans (other than those maintained by the date Acquired Companies) to the Covered Employees are placed on the same payroll service as extent such employees of Washington MutualRetention Plans provide payments or benefits with respect to any Continuing Employee; providedPROVIDED, howeverHOWEVER, that until Purchaser shall not be responsible for any costs, payments or expenses under or with respect to the Retention Plans to the extent that such time that the Covered Employees are placed on the same payroll service as such employees of Washington Mutualcosts, Washington Mutual shall, or shall cause its Subsidiaries to provide benefits no less favorablepayments and/or expenses exceed, in the aggregate, than the benefits provided Twenty Five Million Dollars ($25,000,000), subject to similarly situated employees under Washington Mutual's plansreductions, programs and arrangements. Washington Mutual shallif any, from and after the Effective Time, (i) comply with the contractual commitments of Dime to its current and former employees in accordance with their terms and honor all employee benefit obligations to current and former employees of Dime and its Subsidiaries under the applicable contractual commitment, (ii) provide Covered Employees credit for the most recent period of uninterrupted service (including any bridging or prior service credit, without regard to whether there has been an interruption in service, solely pursuant to the extent provided by Dime and its Subsidiaries as terms of the date hereof) with Dime or any of its Subsidiaries (and their predecessors) prior to the Effective Time for all purposes under employee benefit plans of Washington Mutual or its Subsidiaries (including for purposes of benefit accrual), (iii) cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Retention Plans) and eligibility waiting periods under group health plans of Washington Mutual to be waived with respect to Covered Employees (and their eligible dependents) who become participants in such group health plans and (iv) use reasonable efforts to give credit for or otherwise take into account the out-of-pocket expenses and annual expense limitations paid by each Covered Employee under the comparable Plans for the year in which the Effective Time occurs; provided, however, that no credits for service as described in clause (ii) above shall be permitted if to do so would result in duplication of benefits under such plans. From and after the Effective Time, Washington Mutual shall honor all vacation and paid time off of the Covered Employees accrued as of the Effective Time, in accordance with the Dime policy as in effect on the date hereof. Except as otherwise prohibited under this Section 7.7, nothing in this Section 7.7 shall be interpreted as preventing Washington Mutual or its Subsidiaries from amending, modifying or terminating any Plans or other contracts, arrangements, commitments or understandings, in a manner consistent with their terms and applicable law.