Common use of Employee Benefit Plans and Employee Matters Clause in Contracts

Employee Benefit Plans and Employee Matters. (a) BBCN and WIBC agree that, except as otherwise provided herein (including as set forth in Section 6.6(a) of the WIBC Disclosure Schedule or Section 6.6(a) of the BBCN Disclosure Schedule, as applicable) and unless otherwise mutually determined, the BBCN Benefit Plans and WIBC Benefit Plans in effect at the date of this Agreement shall remain in effect after the Effective Time with respect to employees covered by such plans at the Effective Time, and the Surviving Corporation shall as promptly as practical formulate Benefit Plans for the Surviving Corporation and its Subsidiaries, with respect both to employees who were covered by the BBCN Benefit Plans and WIBC Benefit Plans at the Effective Time and employees who were not covered by such plans at the Effective Time, that provide benefits for services on a basis that does not discriminate between employees who were covered by the BBCN Benefit Plans and employees who were covered by the WIBC Benefit Plans. WIBC shall adopt such amendments to the WIBC Benefit Plans as requested by BBCN to implement the foregoing and to avoid the duplication of benefits. Notwithstanding any other provision of this Agreement, if requested by BBCN, WIBC shall terminate any plans, policies, programs or arrangements providing severance benefits, such termination to be effective prior to the Effective Date. (b) As promptly as reasonably practicable after the date hereof, WIBC and BBCN agree to adopt a severance and retention plan in amounts and with other terms and conditions that are mutually acceptable to the Parties. (c) WIBC and BBCN further agree that, to the extent that employees of WIBC and its Subsidiaries or BBCN and its Subsidiaries are covered by Benefit Plans of the Surviving Corporation, the Surviving Corporation shall: (i) provide employees of WIBC and its Subsidiaries and employees of BBCN and its Subsidiaries credit for all years of service with WIBC or any of its Subsidiaries and their predecessors, or BBCN and any of its Subsidiaries and their predecessors, as applicable, prior to the Effective Time for the purpose of eligibility and vesting, (ii) cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Benefit Plans applicable to the individual immediately prior to the Closing Date) and eligibility waiting periods under group health plans of the Surviving Corporation to be waived with respect to employees of WIBC and its Subsidiaries and BBCN and its Subsidiaries who remain as employees of the Surviving Corporation or its Subsidiaries (and their eligible dependents) and (iii) cause to be credited, for purposes of the Surviving Corporation’s health plans, any deductibles or out-of-pocket expenses incurred by employees of WIBC and its Subsidiaries and BBCN and its Subsidiaries and their beneficiaries and dependents during the portion of the calendar year prior to their participation in the Surviving Corporation’s health plans with the objective that there be no double counting during the year in which the Closing Date occurs of such deductibles or out-of-pocket expenses. Notwithstanding the preceding sentence, to the extent that the Surviving Corporation reasonably determines that legal, administrative, or other impediments make compliance with the preceding sentence not reasonably practicable or that such compliance would result in the duplication of benefits, the Surviving Corporation shall have no obligations or liabilities with respect to the requirements of the preceding sentence. WIBC and BBCN hereby further agree that, except as otherwise specified in this Agreement, the Surviving Corporation shall honor, or cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, current and former employees of WIBC and its Subsidiaries and BBCN and its Subsidiaries. Without limiting the generality of the foregoing, BBCN shall recognize and honor all unused sick leave and unused vacation accrued by the employees of WIBC and its Subsidiaries as of the Effective Time notwithstanding any limitations on sick leave accruals or carry-overs or vacation accruals applicable under BBCN’s sick leave or vacation accrual policies. (d) This Section 6.6 shall not create any third-party beneficiary rights, nor shall it be enforceable by any employee, any person representing the interest of employees, or any spouse, dependent, or beneficiary of any employee, nor shall anything herein be or be deemed an amendment to any employee benefit plan. This Section 6.6 is solely an agreement between and for the benefit of the Parties to this Agreement and shall be enforceable by them. No term of this Agreement shall be deemed to create any contract with any employee or to give any employee the right to be retained in the employment of the Surviving Corporation, or to interfere with the WIBC’s, BBCN’s or the Surviving Corporation’s right to terminate the employment of any employee at any time.

Employee Benefit Plans and Employee Matters. (a) BBCN Nara and WIBC Center Financial agree that, except as otherwise provided herein (including as set forth in Section 6.6(a5.6(a) of the WIBC Disclosure Schedule or Section 6.6(a) of the BBCN Center Financial Disclosure Schedule, as applicable) and unless otherwise mutually determined, the BBCN Nara Benefit Plans and WIBC Center Financial Benefit Plans in effect at the date of this Agreement shall remain in effect after the Effective Time with respect to employees covered by such plans at the Effective Time, and the Surviving Corporation shall as promptly as practical formulate Benefit Plans for the Surviving Corporation and its Subsidiaries, with respect both to employees who were covered by the BBCN Nara Benefit Plans and WIBC Center Financial Benefit Plans at the Effective Time and employees who were not covered by such plans at the Effective Time, that provide benefits for services on a basis that does not discriminate between employees who were covered by the BBCN Nara Benefit Plans and employees who were covered by the WIBC Center Financial Benefit Plans. WIBC Center Financial shall adopt such amendments to the WIBC Center Financial Benefit Plans as requested by BBCN Nara to implement the foregoing and to avoid the duplication of benefits. Notwithstanding any other provision of this Agreement, if requested by BBCNNara, WIBC Center Financial shall terminate the Center Financial Severance Program (Revised August 12, 2009) and any other plans, policies, programs or arrangements providing severance benefits, such termination to be effective prior to the Effective Date. (b) As promptly as reasonably practicable after the date hereof, WIBC Center Financial and BBCN agree to adopt a severance and retention plan in amounts and with other terms and conditions that are mutually acceptable to the Parties. (c) WIBC and BBCN Nara further agree that, to the extent that employees of WIBC Center Financial and its Subsidiaries or BBCN Nara and its Subsidiaries are covered by Benefit Plans of the Surviving Corporation, the Surviving Corporation shall: (i) provide employees of WIBC Center Financial and its Subsidiaries and employees of BBCN Nara and its Subsidiaries credit for all years of service with WIBC Center Financial or any of its Subsidiaries and their predecessors, or BBCN Nara and any of its Subsidiaries and their predecessors, as applicable, prior to the Effective Time for the purpose of eligibility and vesting, (ii) cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Benefit Plans applicable to the individual immediately prior to the Closing Date) and eligibility waiting periods under group health plans of the Surviving Corporation to be waived with respect to employees of WIBC Center Financial and its Subsidiaries and BBCN Nara and its Subsidiaries who remain as employees of the Surviving Corporation or its Subsidiaries (and their eligible dependents) and (iii) cause to be credited, for purposes of the Surviving Corporation’s health plans, any deductibles or out-of-pocket expenses incurred by employees of WIBC Center Financial and its Subsidiaries and BBCN Nara and its Subsidiaries and their beneficiaries and dependents during the portion of the calendar year prior to their participation in the Surviving Corporation’s health plans with the objective that there be no double counting during the year in which the Closing Date occurs of such deductibles or out-of-pocket expenses. Notwithstanding the preceding sentence, to the extent that the Surviving Corporation reasonably determines that legal, administrative, or other impediments make compliance with the preceding sentence not reasonably practicable or that such compliance would result in the duplication of benefits, the Surviving Corporation shall have no obligations or liabilities with respect to the requirements of the preceding sentence. WIBC Center Financial and BBCN Nara hereby further agree that, except as otherwise specified in this Agreement, the Surviving Corporation shall honor, or cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, current and former employees of WIBC Center Financial and its Subsidiaries and BBCN Nara and its Subsidiaries. Without limiting the generality of the foregoing, BBCN Nara shall recognize and honor all unused sick leave and unused vacation accrued by the employees of WIBC Center Financial and its Subsidiaries as of the Effective Time notwithstanding any limitations on sick leave accruals or carry-overs or vacation accruals applicable under BBCNNara’s sick leave or vacation accrual policies. (d) This Section 6.6 shall not create any third-party beneficiary rights, nor shall it be enforceable by any employee, any person representing the interest of employees, or any spouse, dependent, or beneficiary of any employee, nor shall anything herein be or be deemed an amendment to any employee benefit plan. This Section 6.6 is solely an agreement between and for the benefit of the Parties to this Agreement and shall be enforceable by them. No term of this Agreement shall be deemed to create any contract with any employee or to give any employee the right to be retained in the employment of the Surviving Corporation, or to interfere with the WIBC’s, BBCN’s or the Surviving Corporation’s right to terminate the employment of any employee at any time.

Employee Benefit Plans and Employee Matters. (a) BBCN and WIBC agree thatParent shall, except as otherwise provided herein (including as set forth in Section 6.6(a) of the WIBC Disclosure Schedule or Section 6.6(a) of the BBCN Disclosure Schedule, as applicable) and unless otherwise mutually determineddetermined by the parties, keep and maintain the BBCN Benefit Plans and WIBC Benefit Employee Plans in effect at the date of this Agreement shall remain in effect after the Effective Time with respect to employees covered by such plans at the Effective Time, and Time until such time as the Employee Plans are modified as provided herein. Parent shall cause the Surviving Corporation shall as promptly as practical practicable after the Effective Time (but in any event prior to the next renewal date for each respective Employee Plan) to formulate Benefit Plans such employee benefit plans for the Surviving Corporation and its Subsidiaries, with respect both to employees who were covered by the BBCN Benefit Employee Plans and WIBC Benefit Plans at the Effective Time and employees who were not covered by such plans at the Effective Time, that which provide benefits for services on a basis that does not discriminate between employees who were covered substantially the same as provided by the BBCN Benefit Plans and employees who were covered by the WIBC Benefit Employee Plans. WIBC shall adopt such amendments to the WIBC Benefit Plans as requested by BBCN to implement the foregoing and to avoid the duplication of benefits. Notwithstanding any other provision of this Agreement, if requested by BBCN, WIBC shall terminate any plans, policies, programs or arrangements providing severance benefits, such termination to be effective prior to the Effective Date. (b) As promptly as reasonably practicable after the date hereof, WIBC and BBCN agree to adopt a severance and retention plan in amounts and with other terms and conditions that are mutually acceptable to the Parties. (c) WIBC and BBCN further agree that, to the extent that employees of WIBC and its Subsidiaries or BBCN and its Subsidiaries are covered by Benefit Plans of the Surviving Corporation, the The Surviving Corporation shall: (i) provide employees of WIBC and its Subsidiaries and employees of BBCN the Company and its Subsidiaries credit for all years of service with WIBC the Company or any of its Subsidiaries and their predecessors, or BBCN and any of its Subsidiaries and their predecessorsSubsidiaries, as applicable, prior to the Effective Time for the purpose of eligibility and vesting, (ii) cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Benefit Employee Plans applicable to the individual immediately prior to the Closing Date) and eligibility waiting periods under group health plans of the Surviving Corporation to be waived with respect to employees of WIBC and its Subsidiaries and BBCN the Company and its Subsidiaries who remain as employees of the Surviving Corporation or its Subsidiaries (and their eligible dependents) and (iii) cause to be credited, for purposes of the Surviving Corporation’s health plans, any deductibles or out-of-pocket expenses incurred by employees of WIBC and its Subsidiaries and BBCN the Company and its Subsidiaries and their beneficiaries and dependents during the portion of the calendar year prior to their participation in the Surviving Corporation’s health plans with the objective that there be no double counting during the year in which the Closing Date occurs of such deductibles or out-of-pocket expenses. Notwithstanding the preceding sentence, to the extent that the Surviving Corporation reasonably determines that legal, administrative, or other impediments make compliance with the preceding sentence not reasonably practicable would be prohibited by applicable law or that such compliance would result in the duplication of benefits, the Surviving Corporation shall have no obligations or liabilities with respect to the requirements of the preceding sentence. WIBC and BBCN hereby further agree that, except Except as otherwise specified in this Agreement, the Surviving Corporation shall honor, or cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, current and former employees of WIBC and its Subsidiaries and BBCN the Company and its Subsidiaries. Without limiting the generality of the foregoing, BBCN the Surviving Corporation shall recognize and honor all unused sick leave and unused vacation accrued by the employees of WIBC the Company and its Subsidiaries as of the Effective Time notwithstanding any limitations on sick leave accruals or carry-overs or vacation accruals applicable under BBCN’s sick leave or vacation accrual policiesTime. (d) This Section 6.6 shall not create any third-party beneficiary rights, nor shall it be enforceable by any employee, any person representing the interest of employees, or any spouse, dependent, or beneficiary of any employee, nor shall anything herein be or be deemed an amendment to any employee benefit plan. This Section 6.6 is solely an agreement between and for the benefit of the Parties to this Agreement and shall be enforceable by them. No term of this Agreement shall be deemed to create any contract with any employee or to give any employee the right to be retained in the employment of the Surviving Corporation, or to interfere with the WIBC’s, BBCN’s or the Surviving Corporation’s right to terminate the employment of any employee at any time.

Employee Benefit Plans and Employee Matters. (a) BBCN FHLB Des Moines and WIBC FHLB Seattle agree that, except as otherwise provided herein (including as set forth in Section 6.6(a) of the WIBC Disclosure Schedule or Section 6.6(a) of the BBCN Disclosure Schedule, as applicable) and unless otherwise mutually determined, the BBCN FHLB Des Moines Benefit Plans and WIBC FHLB Seattle Benefit Plans in effect at the date of this Agreement shall remain in effect after the Effective Time Date with respect to employees covered by such plans at the Effective TimeDate, and the Surviving Corporation Continuing Bank shall as promptly as practical formulate Benefit Plans for the Surviving Corporation and its SubsidiariesContinuing Bank, with respect both to employees who were covered by the BBCN FHLB Des Moines Benefit Plans and WIBC FHLB Seattle Benefit Plans at the Effective Time Date and employees who were not covered by such plans at the Effective TimeDate, that provide benefits for services on a basis that does not discriminate between employees who were covered by the BBCN FHLB Des Moines Benefit Plans and employees who were covered by the WIBC FHLB Seattle Benefit Plans. WIBC FHLB Seattle shall adopt such amendments to the WIBC FHLB Seattle Benefit Plans as reasonably requested by BBCN FHLB Des Moines to implement the foregoing and to avoid the duplication of benefits. Notwithstanding any other provision FHLB Seattle and FHLB Des Moines shall fund their respective defined benefit plans listed on Schedule 5.5 of this Agreementthe FHLB Seattle Disclosure Schedule and Schedule 5.5 of the FHLB Des Moines Disclosure Schedule, if requested by BBCNrespectively, WIBC shall terminate any plans, policies, programs or arrangements providing severance benefits, at the percentage level set forth in such termination to be effective prior to schedule as of the Effective Date. (b) As promptly as reasonably practicable after the date hereof, WIBC FHLB Seattle and BBCN agree to adopt a severance and retention plan in amounts and with other terms and conditions that are mutually acceptable to the Parties. (c) WIBC and BBCN FHLB Des Moines further agree that, to the extent that employees of WIBC and its Subsidiaries FHLB Seattle or BBCN and its Subsidiaries FHLB Des Moines are covered by Benefit Plans of the Surviving CorporationContinuing Bank, the Surviving Corporation Continuing Bank shall: (i) provide employees of WIBC and its Subsidiaries FHLB Seattle and employees of BBCN and its Subsidiaries FHLB Des Moines credit for all years of service with WIBC or any of FHLB Seattle and its Subsidiaries and their predecessors, or BBCN FHLB Des Moines and any of its Subsidiaries and their predecessors, as applicable, prior to the Effective Time Date for the purpose of eligibility and vestingvesting to the extent that such credit has been recognized under the FHLB Des Moines Benefit Plans or FHLB Seattle Benefit Plans, as applicable, for such purpose, (ii) cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Benefit Plans applicable to the individual immediately prior to the Closing Effective Date) and eligibility waiting periods under group health plans of the Surviving Corporation Continuing Bank to be waived with respect to employees of WIBC FHLB Seattle and its Subsidiaries and BBCN and its Subsidiaries FHLB Des Moines who remain as employees of the Surviving Corporation or its Subsidiaries Continuing Bank (and their eligible dependents) and (iii) cause to be credited, for purposes of the Surviving CorporationContinuing Bank’s health plans, any deductibles or out-of-pocket expenses incurred by employees of WIBC FHLB Seattle and its Subsidiaries and BBCN and its Subsidiaries FHLB Des Moines and their beneficiaries and dependents during the portion of the calendar year prior to their participation in the Surviving CorporationContinuing Bank’s health plans with the objective that there be no double counting during the year in which the Closing Effective Date occurs of such deductibles or out-of-pocket expenses. Notwithstanding the preceding sentence, to the extent that the Surviving Corporation Continuing Bank reasonably determines that legal, administrative, or other impediments make compliance with the preceding sentence not reasonably practicable or that such compliance would result in the duplication of benefits, the Surviving Corporation Continuing Bank shall have no obligations or liabilities with respect to the requirements of the preceding sentence. WIBC FHLB Seattle and BBCN FHLB Des Moines hereby further agree that, except as otherwise specified in this Agreement, the Surviving Corporation Continuing Bank shall honor, or cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, current and former employees of WIBC 51 FHLB Seattle and its Subsidiaries and BBCN and its SubsidiariesFHLB Des Moines. Without limiting the generality of the foregoing, BBCN the Continuing Bank shall recognize and honor all unused sick leave and unused vacation accrued by the employees of WIBC FHLB Seattle and its Subsidiaries FHLB Des Moines as of the Effective Time notwithstanding Date subject to any limitations on sick leave accruals or carry-overs or vacation accruals applicable under BBCNFHLB Des Moines’s sick leave or vacation accrual policies. (dc) This Nothing in this Section 6.6 5.5 shall not create confer upon any third-party beneficiary rightsemployee any right to continue in the employ or service of FHLB Des Moines, nor shall it be enforceable by any employee, any person representing the interest of employeesFHLB Seattle, or any spouse, dependentthe Continuing Bank, or beneficiary of any employee, nor shall anything herein be or be deemed an amendment to any employee benefit plan. This Section 6.6 is solely an agreement between and for the benefit of the Parties to this Agreement and shall be enforceable by them. No term of this Agreement shall be deemed to create any contract with any employee or to give any employee the right to be retained in the employment of the Surviving Corporation, or to interfere with or restrict in any way the WIBC’srights of FHLB Des Moines, BBCN’s FHLB Seattle, and the Continuing Bank, which rights are hereby expressly reserved, to discharge or the Surviving Corporation’s right to terminate the employment services of any employee at any timetime for any reason whatsoever, with or without cause. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 5.5 shall (x) be deemed or construed to be an amendment or other modification of any FHLB Des Moines Benefit Plan, FHLB Seattle Benefit Plan or employee benefit plan of FHLB Des Moines, FHLB Seattle, or the Continuing Bank, or (y) create any third party rights in any current or former service provider or employee of FHLB Des Moines, FHLB Seattle, or the Continuing Bank.

Employee Benefit Plans and Employee Matters. (a) BBCN ViewPoint and WIBC Legacy agree that, except as otherwise provided herein (including as set forth in Section 6.6(a) of the WIBC ViewPoint Disclosure Schedule or Section 6.6(a) of the BBCN Disclosure Schedule, as applicable6.7(a)) and unless otherwise mutually determined, the BBCN ViewPoint Benefit Plans and WIBC Legacy Benefit Plans in effect at the date of this Agreement shall remain in effect after the Effective Time Time, with respect to employees covered by such plans at the Effective Time, and the Surviving Corporation shall as promptly as practical during calendar year 2014 formulate Benefit Plans for the Surviving Corporation and its Subsidiaries, with respect both to employees who were covered by the BBCN ViewPoint Benefit Plans and WIBC Legacy Benefit Plans at the Effective Time Time, and employees who were not covered by such plans at the Effective Time, that provide benefits for services on a basis that does not discriminate between employees who were covered by the BBCN ViewPoint Benefit Plans and employees who were covered by the WIBC Legacy Benefit Plans. WIBC Legacy shall adopt such amendments to the WIBC Legacy Benefit Plans as requested by BBCN ViewPoint to implement the foregoing and to avoid the duplication of benefits. Notwithstanding any other provision of this Agreement, if requested by BBCNViewPoint, WIBC Legacy shall terminate any plans, policies, programs or arrangements providing severance benefitsdesignated by ViewPoint, such termination to be effective prior to the Effective DateTime. (b) As promptly as reasonably practicable after the date hereof, WIBC Legacy and BBCN agree to adopt a severance and retention plan in amounts and with other terms and conditions that are mutually acceptable to the Parties. (c) WIBC and BBCN ViewPoint further agree that, to the extent that employees of WIBC and its Subsidiaries or BBCN and its Subsidiaries Legacy are covered by Benefit Plans of the Surviving Corporation, the Surviving Corporation shall: (i) provide employees of WIBC Legacy and its Subsidiaries and employees of BBCN ViewPoint and its Subsidiaries credit for all years of service with WIBC Legacy or any of its Subsidiaries and their predecessors, or BBCN and any of its Subsidiaries and their predecessors, as applicable, prior to the Effective Time Time, for the purpose of eligibility vesting (other than the employee stock ownership portion of the ViewPoint Bank 401(k) Employee Stock Ownership Plan) and vestingeligibility, (ii) use its reasonable best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Benefit Plans applicable to the individual immediately prior to the Closing Date) and eligibility waiting periods under group health plans of the Surviving Corporation to be waived with respect to employees of WIBC Legacy and its Subsidiaries and BBCN ViewPoint and its Subsidiaries who remain as employees of the Surviving Corporation or its Subsidiaries (and their eligible dependents) and (iii) use its reasonable best efforts to cause to be credited, for purposes of the Surviving Corporation’s health plans, any deductibles or out-of-pocket expenses incurred by employees of WIBC Legacy and its Subsidiaries and BBCN ViewPoint and its Subsidiaries and their beneficiaries and dependents during the portion of the calendar year prior to their participation in the Surviving Corporation’s health plans with the objective that there be no double counting during the year in which the Closing Date occurs of such deductibles or out-of-pocket expenses. Notwithstanding the preceding sentence, to the extent that the Surviving Corporation reasonably determines that legal, administrative, or other impediments make compliance with the preceding sentence not reasonably practicable or that such compliance would result in the duplication of benefits, the Surviving Corporation shall have no obligations or liabilities with respect to the requirements of the preceding sentence. WIBC Legacy and BBCN ViewPoint hereby further agree that, except as otherwise specified in this Agreement, the Surviving Corporation shall honor, or cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, current and former employees of WIBC Legacy and its Subsidiaries and BBCN ViewPoint and its SubsidiariesSubsidiaries to the extent such rights are disclosed in this Agreement (including Schedules) or in documents provided pursuant to this Agreement. Without limiting the generality of the foregoing, BBCN the Surviving Corporation shall recognize and honor all unused sick leave and unused vacation accrued by the employees of WIBC ViewPoint and its Subsidiaries and Legacy and its Subsidiaries as of the Effective Time Time, notwithstanding any limitations on sick leave accruals or carry-overs or vacation accruals applicable under BBCNViewPoint’s sick leave or vacation accrual policies. (d) This Section 6.6 shall not create any third-party beneficiary rights, nor shall it be enforceable by any employee, any person representing the interest of employees, or any spouse, dependent, or beneficiary of any employee, nor shall anything herein be or be deemed an amendment to any employee benefit plan. This Section 6.6 is solely an agreement between and for the benefit of the Parties to this Agreement and shall be enforceable by them. No term of this Agreement shall be deemed to create any contract with any employee or to give any employee the right to be retained in the employment of the Surviving Corporation, or to interfere with the WIBC’s, BBCN’s or the Surviving Corporation’s right to terminate the employment of any employee at any time.

Employee Benefit Plans and Employee Matters. (a) BBCN Parent shall keep and WIBC agree that, except as otherwise provided herein (including as set forth in Section 6.6(a) of maintain the WIBC Disclosure Schedule or Section 6.6(a) of the BBCN Disclosure Schedule, as applicable) and unless otherwise mutually determined, the BBCN Benefit Plans and WIBC Company Benefit Plans in effect at the date of this Agreement shall remain in effect after the Effective Time with respect to employees covered by such plans at the Effective Time, and Time until such time as the Surviving Corporation shall as promptly as practical formulate Company Benefit Plans for the Surviving Corporation and its Subsidiaries, with respect both to employees who were covered by the BBCN Benefit Plans and WIBC Benefit Plans at the Effective Time and employees who were not covered by such plans at the Effective Time, that provide benefits for services on a basis that does not discriminate between employees who were covered by the BBCN Benefit Plans and employees who were covered by the WIBC Benefit Plansare modified as provided herein. WIBC shall adopt such amendments to the WIBC Benefit Plans as requested by BBCN to implement the foregoing and to avoid the duplication of benefits. Notwithstanding any other provision of this Agreement, if requested by BBCN, WIBC shall terminate any plans, policies, programs or arrangements providing severance benefits, such termination to be effective prior to the Effective Date. (b) As promptly as reasonably practicable after the date hereof, WIBC and BBCN agree to adopt a severance and retention plan in amounts and with other terms and conditions that are mutually acceptable to the Parties. (c) WIBC and BBCN further agree that, to the extent that employees of WIBC and its Subsidiaries or BBCN and its Subsidiaries are covered by Benefit Plans of the Surviving Corporation, the Surviving Corporation Parent shall: (i) provide employees of WIBC and its Subsidiaries and employees of BBCN the Company and its Subsidiaries credit for all years of service with WIBC the Company or any of its Subsidiaries and their predecessors, or BBCN and any of its Subsidiaries and their predecessorsSubsidiaries, as applicable, prior to the Effective Time for the purpose of eligibility and vesting, (ii) cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Company Benefit Plans applicable to the individual immediately prior to the Closing Date) and eligibility waiting periods under group health plans of the Surviving Corporation to be waived with respect to employees of WIBC and its Subsidiaries and BBCN the Company and its Subsidiaries who remain as employees of the Surviving Corporation or its Subsidiaries (and their eligible dependents) and (iii) cause to be credited, for purposes of the Surviving Corporation’s health plans, any deductibles or out-of-pocket expenses incurred by employees of WIBC and its Subsidiaries and BBCN the Company and its Subsidiaries and their beneficiaries and dependents during the portion of the calendar year prior to their participation in the Surviving Corporation’s health plans with the objective that there be no double counting during the year in which the Closing Date occurs of such deductibles or out-of-pocket expenses. Notwithstanding the preceding sentence, to the extent that the Surviving Corporation Parent reasonably determines that legal, administrative, or other impediments make compliance with the preceding sentence not reasonably practicable would be prohibited by applicable Law or that such compliance would result in the duplication of benefits, the Surviving Corporation Parent shall have no obligations or liabilities with respect to the requirements of the preceding sentence. WIBC and BBCN hereby further agree that, except Except as otherwise specified in this Agreement, the Surviving Corporation Parent shall honor, or cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, current and former employees of WIBC and its Subsidiaries and BBCN the Company and its Subsidiaries, so long as the same are disclosed on Section 6.08 of the Company Disclosure Schedule. Without limiting the generality of the foregoing, BBCN Parent shall recognize and honor all unused sick leave and unused vacation accrued by the employees of WIBC the Company and its Subsidiaries as of the Effective Time notwithstanding any limitations on sick leave accruals or carry-overs or vacation accruals applicable under BBCN’s sick leave or vacation accrual policiesTime. (d) This Section 6.6 shall not create any third-party beneficiary rights, nor shall it be enforceable by any employee, any person representing the interest of employees, or any spouse, dependent, or beneficiary of any employee, nor shall anything herein be or be deemed an amendment to any employee benefit plan. This Section 6.6 is solely an agreement between and for the benefit of the Parties to this Agreement and shall be enforceable by them. No term of this Agreement shall be deemed to create any contract with any employee or to give any employee the right to be retained in the employment of the Surviving Corporation, or to interfere with the WIBC’s, BBCN’s or the Surviving Corporation’s right to terminate the employment of any employee at any time.

Employee Benefit Plans and Employee Matters. (a) BBCN FHLB Des Moines and WIBC FHLB Seattle agree that, except as otherwise provided herein (including as set forth in Section 6.6(a) of the WIBC Disclosure Schedule or Section 6.6(a) of the BBCN Disclosure Schedule, as applicable) and unless otherwise mutually determined, the BBCN FHLB Des Moines Benefit Plans and WIBC FHLB Seattle Benefit Plans in effect at the date of this Agreement shall remain in effect after the Effective Time Date with respect to employees covered by such plans at the Effective TimeDate, and the Surviving Corporation Continuing Bank shall as promptly as practical formulate Benefit Plans for the Surviving Corporation and its SubsidiariesContinuing Bank, with respect both to employees who were covered by the BBCN FHLB Des Moines Benefit Plans and WIBC FHLB Seattle Benefit Plans at the Effective Time Date and employees who were not covered by such plans at the Effective TimeDate, that provide benefits for services on a basis that does not discriminate between employees who were covered by the BBCN FHLB Des Moines Benefit Plans and employees who were covered by the WIBC FHLB Seattle Benefit Plans. WIBC FHLB Seattle shall adopt such amendments to the WIBC FHLB Seattle Benefit Plans as reasonably requested by BBCN FHLB Des Moines to implement the foregoing and to avoid the duplication of benefits. Notwithstanding any other provision FHLB Seattle and FHLB Des Moines shall fund their respective defined benefit plans listed on Schedule 5.5 of this Agreementthe FHLB Seattle Disclosure Schedule and Schedule 5.5 of the FHLB Des Moines Disclosure Schedule, if requested by BBCNrespectively, WIBC shall terminate any plans, policies, programs or arrangements providing severance benefits, at the percentage level set forth in such termination to be effective prior to schedule as of the Effective Date. (b) As promptly as reasonably practicable after the date hereof, WIBC FHLB Seattle and BBCN agree to adopt a severance and retention plan in amounts and with other terms and conditions that are mutually acceptable to the Parties. (c) WIBC and BBCN FHLB Des Moines further agree that, to the extent that employees of WIBC and its Subsidiaries FHLB Seattle or BBCN and its Subsidiaries FHLB Des Moines are covered by Benefit Plans of the Surviving CorporationContinuing Bank, the Surviving Corporation Continuing Bank shall: (i) provide employees of WIBC and its Subsidiaries FHLB Seattle and employees of BBCN and its Subsidiaries FHLB Des Moines credit for all years of service with WIBC or any of FHLB Seattle and its Subsidiaries and their predecessors, or BBCN FHLB Des Moines and any of its Subsidiaries and their predecessors, as applicable, prior to the Effective Time Date for the purpose of eligibility and vestingvesting to the extent that such credit has been recognized under the FHLB Des Moines Benefit Plans or FHLB Seattle Benefit Plans, as applicable, for such purpose, (ii) cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Benefit Plans applicable to the individual immediately prior to the Closing Effective Date) and eligibility waiting periods under group health plans of the Surviving Corporation Continuing Bank to be waived with respect to employees of WIBC FHLB Seattle and its Subsidiaries and BBCN and its Subsidiaries FHLB Des Moines who remain as employees of the Surviving Corporation or its Subsidiaries Continuing Bank (and their eligible dependents) and (iii) cause to be credited, for purposes of the Surviving CorporationContinuing Bank’s health plans, any deductibles or out-of-pocket expenses incurred by employees of WIBC FHLB Seattle and its Subsidiaries and BBCN and its Subsidiaries FHLB Des Moines and their beneficiaries and dependents during the portion of the calendar year prior to their participation in the Surviving CorporationContinuing Bank’s health plans with the objective that there be no double counting during the year in which the Closing Effective Date occurs of such deductibles or out-of-pocket expenses. Notwithstanding the preceding sentence, to the extent that the Surviving Corporation Continuing Bank reasonably determines that legal, administrative, or other impediments make compliance with the preceding sentence not reasonably practicable or that such compliance would result in the duplication of benefits, the Surviving Corporation Continuing Bank shall have no obligations or liabilities with respect to the requirements of the preceding sentence. WIBC FHLB Seattle and BBCN FHLB Des Moines hereby further agree that, except as otherwise specified in this Agreement, the Surviving Corporation Continuing Bank shall honor, or cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, current and former employees of WIBC FHLB Seattle and its Subsidiaries and BBCN and its SubsidiariesFHLB Des Moines. Without limiting the generality of the foregoing, BBCN the Continuing Bank shall recognize and honor all unused sick leave and unused vacation accrued by the employees of WIBC FHLB Seattle and its Subsidiaries FHLB Des Moines as of the Effective Time notwithstanding Date subject to any limitations on sick leave accruals or carry-overs or vacation accruals applicable under BBCNFHLB Des Moines’s sick leave or vacation accrual policies. (dc) This Nothing in this Section 6.6 5.5 shall not create confer upon any third-party beneficiary rightsemployee any right to continue in the employ or service of FHLB Des Moines, nor shall it be enforceable by any employee, any person representing the interest of employeesFHLB Seattle, or any spouse, dependentthe Continuing Bank, or beneficiary of any employee, nor shall anything herein be or be deemed an amendment to any employee benefit plan. This Section 6.6 is solely an agreement between and for the benefit of the Parties to this Agreement and shall be enforceable by them. No term of this Agreement shall be deemed to create any contract with any employee or to give any employee the right to be retained in the employment of the Surviving Corporation, or to interfere with or restrict in any way the WIBC’srights of FHLB Des Moines, BBCN’s FHLB Seattle, and the Continuing Bank, which rights are hereby expressly reserved, to discharge or the Surviving Corporation’s right to terminate the employment services of any employee at any timetime for any reason whatsoever, with or without cause. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 5.5 shall (x) be deemed or construed to be an amendment or other modification of any FHLB Des Moines Benefit Plan, FHLB Seattle Benefit Plan or employee benefit plan of FHLB Des Moines, FHLB Seattle, or the Continuing Bank, or (y) create any third party rights in any current or former service provider or employee of FHLB Des Moines, FHLB Seattle, or the Continuing Bank.