required to protect attorney-client privilege. Minutes of meetings deliverable to Mid Penn pursuant to this Section 6.10 shall be delivered within fifteen (15) days after the meeting of such board or committee to which such minutes relate, except that with respect to any meeting held within fifteen (15) days of the Effective Time, such minutes shall be provided prior to the Effective Time. 6.11. Affiliate Letters. Concurrently with the execution of this Agreement, (i) William Penn shall deliver to Mid Penn the William Penn Affiliate Letters and (ii) Mid Penn shall deliver to William Penn the Mid Penn Affiliate Letters. 6.12. Proxy Solicitor. William Penn shall, if requested in writing by Mid Penn, retain a proxy solicitor in connection with the solicitation of William Penn shareholder approval of this Agreement. 6.13. Approval of Bank Plan of Merger. William Penn shall take all action necessary and appropriate to approve the Bank Plan of Merger as sole shareholder of William Penn Bank and obtain the approval of, and cause the execution and delivery of, the Bank Plan of Merger by William Penn Bank in accordance with applicable laws and regulations and no later than after completion of the Merger on the Effective Time. 6.14. Compliance with Section 409A. Prior to the Effective Time, and to the extent any such William Penn Benefit Plans are eligible for correction or amendment, William Penn or a William Penn Subsidiary shall take any and all actions necessary, pursuant to the IRS guidance under Notice 2008-113, Notice 2010-6, Notice 2010-80 or similar pronouncements, to ensure that each William Penn Benefit Plan that is deemed to constitute a nonqualified deferred compensation plan subject to Section 409A of the Code is in operational and documentary compliance with Section 409A of the Code as of the Effective Time. To the extent that William Penn or a William Penn Subsidiary has identified any potential failure of a nonqualified deferred compensation plan to comply with Section 409A of the Code, William Penn will provide to Mid Penn: (a) notice regarding any such potential failure, (b) documentation regarding any such required correction prior to such correction, and (c) evidence such correction has been completed, including evidence that William Penn or the William Penn Subsidiary and any affected individual has satisfied or will satisfy the reporting requirements, as applicable. 6.15. William Penn ESOP. The William Penn ESOP shall be terminated immediately prior to the Effective Time (the “ESOP Termination Date”). On the ESOP Termination Date, William Penn shall direct the William Penn ESOP trustee(s) to remit to William Penn a sufficient number of shares of William Penn Common Stock held by the ESOP’s unallocated suspense account to William Penn to repay the full outstanding balance of the loan between the William Penn ESOP and William Penn (the “William Penn ESOP Loan”) (and with such William Penn Common Stock valued on the ESOP Termination Date) and, if after remitting such shares there remains any unpaid amount under the William Penn ESOP Loan, such unpaid amount, including any unpaid but accrued interest, shall be forgiven by William Penn at the Effective Time. All remaining shares of William Penn Common Stock held by the William Penn ESOP as of the Effective Time shall be converted into the right to receive the Merger Consideration. Within thirty (30) days following the date of this Agreement, William Penn shall file or cause to be filed all necessary documents with the IRS for a determination letter for termination of the William Penn ESOP. As soon as practicable following the receipt of a favorable determination letter from the IRS regarding the qualified status of the William Penn ESOP upon its termination, the account balances in the William Penn ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible A-53
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