exv10w1







	 	 	 	 	 



Exhibit 10.1




Washington Mutual Inc.

1301 2nd Avenue, 33rd Floor

Seattle, Washington 98101




November 13, 2008




Robert Williams

2105 East Highland Drive

Seattle, WA 98112




Dear Robert:



On behalf of Washington Mutual, Inc. (“WMI”), I am pleased to offer you a position as President,
Washington Mutual, Inc. This offer is based on the understanding that you will start on or before
November 14, 2008, in our Seattle office. You will report to the Board of Directors. This letter
outlines the terms and conditions of your employment.




Duties



You will have the title of President, Washington Mutual, Inc., and will be responsible to perform
all of the duties customarily associated with that position or as otherwise directed.




Compensation



Base Salary. You will be compensated with a monthly salary as follows:



From November 13 through March 12, 2009, you will serve as a full-time officer and employee and
will receive a monthly salary of $175,000 per month, before all customary payroll deductions.



From March 13, 2009, until November 13, 2009, you will serve as President but in a part-time
capacity, providing necessary services, while at liberty to take full-time employment elsewhere.
For this period of time, you will receive a monthly salary of $75,000 per month, before all
customary payroll deductions.



From November 14, 2009, through March 14, 2010, you will serve as President, or in such other
appropriate office as may be designated by the Board of Directors, in a part-time capacity,
providing necessary services, while at liberty to take full-time employment elsewhere. For this
period of time, you will receive a monthly salary of $50,000 per month, before all customary
payroll deductions; provided, however, that either you or WMI may terminate your employment
effective January 14, 2010, or thereafter, with or without Cause, on 30 days’ notice without
payment thereafter.



Termination of your employment for Cause at any time shall operate to discharge any obligation to
make further payments to you of any kind. No prior notice shall be required in the event of a
termination for Cause.

 For purposes of this Agreement, “Cause” shall include, without limitation,
the occurrence of one or more of the following events: failure or refusal to carry out your lawful
duties or any directions of the WMI Board of Directors; your violation of a state or federal
criminal law involving the commission of a crime





 









 








Washington Mutual Inc.

1301 2nd Avenue, 33rd Floor

Seattle, Washington 98101



against WMI or its employees or a felony; deception, fraud, misrepresentation or dishonesty by you;
misuse of alcohol or controlled substances that materially interferes with your performance of your
duties to WMI; any incident materially compromising your reputation or ability to represent WMI
with the public; any act or omission by you which materially impairs WMI’s business, good will or
reputation; or any other serious misconduct by you.



Vacation. You will be entitled to vacation accrual at the 13.4 hours per month.



Health and Welfare Benefits Package. You will be eligible to participate in a health benefits plan
through COBRA with WMI reimbursing you for COBRA benefit premium payments or other comparable plan
paid for by WMI.



Term. Unless terminated for Cause, your term of employment will be (a) from November 13, 2008, to
January 14, 2010, and (b) from month-to-month thereafter through February 2010, unless terminated
(with or without Cause) prior to that date.



Should you decide to resign at any time, you will be required to give WMI at least 14 days’ notice.



At Will Employment. After January 14, 2010, your employment will be “at will,” meaning either you
or WMI will be free to terminate your employment at any time, with or without Cause, for any or no
reason at all.



If you agree and accept the terms of this offer of employment, please sign below and return a copy
of this letter to me.




	 	 	 
	Very truly yours,
	 	 
	/s/
William Kosturos
	 	 
	 

William Kosturos

	 	 
	Chief Restructuring Officer
	 	 
	Washington Mutual, Inc.
	 	 





I accept employment with Washington Mutual, Inc. under the terms set forth in this letter. I
acknowledge that, after January 14, 2010, my employment may be terminated by me or WMI at any time,
for any reason, with or without Cause, subject to the notice requirements set forth above. In
accepting employment with WMI, I am not relying on any promises or representations that are not set
forth in this offer letter.




	 	 	 
	Accepted by:
	 	 
	/s/
Robert Williams
	 	 
	 

Robert Williams