such approvals, or materially adversely affect or delay its ability to perform its covenants and agreements under this Agreement. (b) Negative Covenants. William Penn agrees that from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as (i) otherwise specifically permitted or required by this Agreement, (ii) set forth on William Penn Disclosure Schedule 6.1(b) (it being understood that any disclosures made with respect to a subsection of this Section 6.1(b) shall be deemed to qualify (a) any other subsection of this Section 6.1(b) specifically referenced or cross-referenced, and (b) any other subsection of this Section 6.1(b) to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other subsections)), (iii) consented to by Mid Penn in writing in advance, and, except with respect to paragraphs (1), (2), (7), (8) and (13) of this Section 6.1(b), which consent shall not be unreasonably withheld, conditioned or delayed, or (iv) required by law or by any Bank Regulator, William Penn will not, and it will cause each of the William Penn Subsidiaries not to: (1) change or waive any provision of its articles of incorporation, charter or bylaws, except as required by law, or appoint any new directors to its board of directors, except to fill any vacancy in accordance with its bylaws; (2) change the number of authorized or issued shares of its capital stock, issue any shares of William Penn capital stock, including any shares that are held as Treasury Stock as of the date of this Agreement, or issue or grant any right or agreement of any character relating to its authorized or issued capital stock or any securities convertible into shares of such stock, make any grant or award under any option or benefit plan, or split, combine or reclassify any shares of capital stock, or declare, set aside or pay any dividend or other distribution in respect of capital stock, or redeem or otherwise acquire any shares of capital stock, except that William Penn may (A) issue shares of William Penn Common Stock upon the exercise of stock options outstanding prior to the date of this Agreement and listed on William Penn Disclosure Schedule 6.1(b)(2) and (B) declare and pay quarterly cash dividends of no more than $0.03 per share of William Penn Common Stock; (3) enter into, amend in any material respect or terminate any William Penn Material Contract (including without limitation any settlement agreement with respect to litigation), except in the ordinary course of business or as required by law; (4) make application for the opening or closing of any, or open, close or sell any, branch, automated banking facility or administrative office; (5) grant or agree to pay any bonus, severance or termination payment to, or enter into, renew or amend any employment agreement, severance agreement and/or supplemental executive agreement with, or increase in any manner the compensation or fringe benefits of, any of its directors, officers or employees, except (i) as may be required pursuant to commitments existing on the date hereof or as required under applicable law, the terms of this Agreement or the terms of any William Penn Benefit Plan in effect on the date hereof, or as agreed to by the parties and set forth on William Penn Disclosure Schedule 4.8(a), William Penn Disclosure Schedule 4.8(d), and/or William Penn Disclosure Schedule 4.12, (ii) for pay increases in the ordinary course of business consistent with past practice to employees, and (iii) as required by statute, regulations or regulatory guidance. William Penn shall not hire or promote any employee to a rank having a title of senior vice president or other more senior rank or hire any new employee at an annual rate of compensation in excess of One Hundred Thousand Dollars ($100,000) except as set forth on William Penn Disclosure Schedule 6.1(b)(5), provided that, in any event, William Penn shall not enter into, renew or amend any employment agreement, severance agreement and/or supplemental executive agreement in connection with any such hiring or promotion, and provided, further, that William Penn may hire at-will, non-officer employees to fill vacancies that may from time to time arise in the ordinary course of business; (6) terminate any employee having a title of vice president or above without providing Mid Penn fortyeight (48) hours notice following such termination; A-45
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