(c) Since January 1, 2020, neither William Penn nor any William Penn Subsidiary has received any written notification or any other communication from any Bank Regulator (i) asserting that William Penn or any William Penn Subsidiary is not in material compliance with any of the statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to William Penn or any William Penn Subsidiary; (iii) requiring, or threatening to require, William Penn or any William Penn Subsidiary, or indicating that William Penn or any William Penn Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any Governmental Entity or Bank Regulator which is charged with the supervision or regulation of banks or engages in the insurance of bank deposits, restricting or limiting, or purporting to restrict or limit, in any material respect the operations of William Penn or any William Penn Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) except as disclosed on William Penn Disclosure Schedule 4.11(c), directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of William Penn or any William Penn Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as a “William Penn Regulatory Agreement”). William Penn has not consented to or entered into any William Penn Regulatory Agreement that is currently in effect or that was in effect since January 1, 2020. The most recent regulatory rating given to William Penn Bank as to compliance with the CRA is satisfactory or better. (d) William Penn Bank is “well capitalized” within the meaning of the regulations of the FDIC, and neither William Penn nor William Penn Bank knows of any facts or circumstances that would reflect adversely on the financial and managerial standards to be applied by the FRB under the BHCA in determining whether to approve the Merger. William Penn Bank knows of no reason why it would not continue to be “well capitalized” under applicable capital requirements imposed by any Bank Regulator. 4.12. Employee Benefit Plans. (a) William Penn Disclosure Schedule 4.12 contains a true and complete list of each “employee benefit plan” (within the meaning of Section 3(3) of ERISA), and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor), including, without limitation, supplemental executive retirement plans, stock purchase plans, stock option plans, restricted stock plans, stock appreciation rights plans, severance arrangements, employment agreements, consulting agreements, settlement agreements, release agreements, loan arrangements, change-in-control agreements, fringe benefit plans, bonus plans, incentive plans, director deferred agreements, director retirement agreements, deferred compensation plans and all other benefit practices, policies and arrangements (including vacation) under which any current or former employee, director or independent contractor of William Penn or any William Penn Subsidiary has any present or future right to benefits or under which William Penn or any William Penn Subsidiary has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “William Penn Benefit Plans.” (b) With respect to each William Penn Benefit Plan, William Penn has made available to Mid Penn a current, accurate and complete copy thereof (or a written summary of the material terms of any unwritten plan) and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter issued by the IRS and any current application to the IRS for such letter, if applicable; (iii) the most recent summary plan description and any subsequent summaries of material modifications or planned modification; and (iv) annual return/reports on Form 5500 for the last three (3) plan years with respect to each William Penn Benefit Plan which is required to file such annual return/report. (c) (i) Each William Penn Benefit Plan that is subject to ERISA and the Code has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations; (ii) each William Penn Benefit A-25
RkJQdWJsaXNoZXIy NTYwMjI1