Exhibit 10.3


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT
(“Agreement”) is made as of this 25th day of May, 2017 (the “Effective Date”),
between MALVERN BANCORP, INC., a Pennsylvania business corporation (the “Corporation”), MALVERN FEDERAL
SAVINGS BANK, a federally chartered stock savings bank (the “Bank”), and WILLIAM J. BOYLAN (“Executive”).


 


WITNESSETH:


 


WHEREAS, the
Corporation, the Bank and Executive desire to set forth the terms and conditions of Executive’s employment as Executive Vice
President and Chief Lending Officer of the Corporation and the Bank.


 


AGREEMENT


 


NOW, THEREFORE,
the parties hereto, intending to be legally bound, agree as follows:


 


1.          Definitions.
Capitalized terms used in this Agreement and not otherwise defined shall have the meanings set forth in Exhibit A hereto.


 


2.          Employment.
Effective from the Effective Date, the Corporation and the Bank each hereby employs Executive and Executive hereby accepts
employment with the Corporation and the Bank, on the terms and conditions set forth in this Agreement.


 


3.          Duties
of Employee. Executive shall serve as Executive Vice President and Chief Lending Officer of the Corporation and the Bank,
reporting directly and exclusively to the Chief Executive Officer of the Corporation and/or the Bank (each, the “CEO”),
and shall have such powers and duties as may from time to time be reasonably prescribed by the CEO, the Board of Directors of the
Corporation (the “Corporation Board”) and the Board of the Directors of the Bank (the “Bank Board”
and together with the Corporation Board, the “Boards”), provided such powers and duties are consistent with
Executive’s position. Executive shall devote his full time, attention and energies to the business of the Corporation and
the Bank during the Employment Period (as defined in Section 4 of this Agreement); provided, however, that this Section 3 shall
not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting
as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business
activity with the prior approval of the Boards. Executive shall not engage in any business or commercial activities, duties or
pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a
director or officer or in any other capacity in a company which competes with the Corporation or the Bank.


  


4.          Term
of Agreement.


 


(a)          Employment
Period. This Agreement shall be for a period (the “Employment Period”) beginning on the Effective Date,
and if not previously terminated pursuant to the terms of this Agreement, ending on April 2, 2019 (the “Initial Term”).
Upon completion of the Initial term, the Employment Period shall be deemed to be automatically extended, upon the same terms and
conditions, for successive periods of one year, unless, at least sixty (60) calendar days prior to the expiration of the Initial
Term or any extended term, the Corporation or the Bank shall give written notice to Executive, or Executive shall give written
to the Corporation or the Bank (each a “Non-renewal Notice”) of its or his intention not to renew such Employment
Period. As used in this Agreement, “Employment Period” shall refer to the period beginning on the Effective Date and
ending on the date on which the Employee’s employment terminates in accordance with this Section 4 or Sections 6 or 7. Notwithstanding
anything herein contained to the contrary, nothing in this Agreement shall mandate or prohibit a continuation of Executive’s
employment following the expiration of the term of this Agreement upon such terms as the parties hereto may mutually agree.


 




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(b)          Termination
for Cause. Notwithstanding the provisions of Section 4(a) of this Agreement, this Agreement and Executive’s employment
hereunder may be terminated by the Corporation or the Bank at any time for Cause. If Executive’s employment is terminated
for Cause, all of Executive’s rights under this Agreement shall cease as of the effective date of such termination, except
that the Bank shall pay or provide to Executive the Accrued Obligations.


 


(c)          Death.
Notwithstanding the provisions of Section 4(a) of this Agreement, this Agreement and Executive’s employment hereunder shall
terminate automatically upon Executive’s death and Executive’s rights under this Agreement shall cease as of the date
of such termination, except that (i) the Bank shall pay to Executive’s spouse, personal representative, or estate the unpaid
portion, if any, of his accrued unpaid Base Salary as of the date of death and any expense reimbursement due to Executive as of
his date of death, and (ii) the Bank shall provide to Executive’s dependents any benefits due under the Bank’s employee
benefit plans.


 


(d)          Disability.
Notwithstanding the provisions of Section 4(a) of this Agreement, this Agreement and Executive’s employment hereunder may
be terminated by the Corporation or the Bank at any time if Executive is unable, as a result of Disability, to perform the essential
functions of his position on a full-time basis. In such event, all of Executive’s rights under this Agreement shall cease,
except that the Bank shall pay or provide to Executive the Accrued Obligations. 


 


(e)          Resignation
from Positions. Upon termination or cessation of Executive’s employment with the Corporation and the Bank, regardless
of the reason, Executive shall be deemed to have resigned from all other positions he may then hold with the Corporation, the Bank
and any of their affiliates. This Section 4(e) shall constitute a resignation notice for such purposes.


 


5.          Employment
Period Compensation, Benefits and Expenses.


 


(a)          Base Salary.
For services performed by Executive under this Agreement, the Bank shall pay Executive a base salary during the Employment Period
at the rate of $235,000.00 per annum (the “Base Salary”), minus applicable withholdings and deductions, payable
at the same times as salaries are payable to other executive employees of the Bank. The Base Salary may be reviewed from to time
by the Corporation Board and/or the Bank Board and either may, in its sole discretion, increase Executive’s Base Salary.
Any and all such increases shall be deemed to constitute amendments to this Section 5(a) to reflect the increased amounts, effective
as of the date established for such increases. Executive, the Corporation and the Bank agree that if Executive becomes eligible
for short-term and/or long-term disability benefits, or worker’s compensation benefits, then the Bank’s obligation
to pay Executive his Base Salary shall be reduced by the amount of the disability or worker’s compensation benefits received
by Executive.


 


(b)          Bonus.
Executive shall be eligible for such annual bonus as the Corporation Board and/or the Bank Board, or an applicable committee thereof,
determines in its sole discretion, to be appropriate based upon achievement of such performance goals or other factors as the Corporation
Board, the Bank Board or such committee deem appropriate. Except as set forth in Section 6, to be eligible for a bonus for a year,
Executive must be employed by the Corporation and/or the Bank on the date such bonus is paid; and to be eligible for payment of
a bonus for a previous year under Sections 6 or 7, Executive must be employed by the Corporation and/or the Bank in the year in
which such amount is paid.


 




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(c)          Lender
Incentive Plan. During the term of this Agreement, Executive shall be eligible to participate in the Bank’s Lender Incentive
Plan.


 


(d)          Vacations,
Holidays, Etc. During the term of this Agreement, Executive shall be entitled to vacation days in accordance with policies
as established from time to time by the Corporation Board and/or the Bank Board. Executive shall also be entitled to all paid holidays,
sick days and personal days provided by the Bank to its regular full-time employees and senior executive officers. 


 


(e)          Employee
Benefit Plans. During the term of this Agreement, Executive shall be entitled to participate in or receive the benefits of
any employee benefit plan currently in effect at the Bank, subject to the eligibility and other terms and conditions of each such
plan, until such time that the Bank Board authorizes a change in such benefits. The Corporation and the Bank shall not make any
changes in such plans or benefits which would adversely affect Executive’s rights or benefits thereunder, unless such change
occurs pursuant to a program applicable to all executive officers of Corporation and Bank and does not result in a proportionately
greater adverse change in the rights of or benefits to Executive as compared with any other executive officer of the Corporation
and the Bank.


 


(f)          Perquisites
and Business Expenses. During the term of this Agreement, Executive shall be entitled to receive customary and normal perquisites
provided to other senior executive officers of the Bank which shall include a car allowance of $600 per month and cell phone allowance
of $100 per month. During the term of this Agreement, Executive shall be entitled to receive prompt reimbursement for all customary
and usual expenses incurred by him that are properly accounted for in accordance with the policies and procedures established by
the Corporation or the Bank for its senior executive officers.


 


6.          Rights
in Event of Termination of Employment on or after a Change in Control.


 


(a)          In the event
that Executive’s employment is involuntarily terminated by the Corporation or the Bank without Cause (and other than due
to Executive’s death or Disability) during the Employment Period or if the Corporation or the Bank terminate this Agreement
pursuant to a Non-Renewal Notice, in each case on or after a Change in Control, or if Executive’s employment is voluntarily
terminated by Executive for Good Reason on or after a Change in Control, Executive shall be entitled to receive the Accrued Obligations
and, subject to Executive’s execution and non-revocation of a release in accordance with Section 9, the following:


 


(i)          A
lump sum equal to any unpaid annual bonus earned and owed to the Executive for a previous calendar year (without regard to any
requirement that Executive be employed on any date or for any period of time following such year) and any amounts earned by Executive
but unpaid under the Bank’s Lender Incentive Plan; 


 


(ii)         A
lump sum cash payment equal to twenty-four (24) months’ of Executive’s Base Salary (subject to federal, state and local
tax withholdings);


 


(iii)         Any
vesting restrictions in connection with grants of equity-based options and other awards shall be waived and Executive shall be
fully vested in all such options and awards; and


 




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(iv)        if
Executive validly elects to receive continuation coverage under the Bank’s group health plan pursuant to “COBRA”,
Executive shall be reimbursed for the applicable premium otherwise payable for COBRA continuation coverage for the eighteen (18)
month period immediately following the effective date of termination to the extent such premium exceeds the monthly amount charged
to active similarly-situated employees of the Bank for the same coverage. The Corporation and/or the Bank may modify the obligation
to provide such benefit to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it under the Patient
Protection and Affordable Care Act of 2010, as amended (“ACA”), provided that it does so in a manner that to
the extent possible, as determined by the Corporation or the Bank in its or their discretion, preserves the economic benefit and
original intent of such benefit but does not cause such a penalty or excise tax.


 


(d)          In the event
Executive becomes entitled to any of the payments set forth in this Section 6, he shall not be entitled to any of the payments
set forth in Section 7. The payments and benefits described in this Section 6 are in lieu of (and not in addition to) any
other severance plan, fund, agreement or other arrangement maintained by the Corporation or the Bank. Fifty percent (50%) of any
payments made under this Section 6 shall be made by the Corporation and fifty percent (50%) of any payments made under this Section
6 shall be made by the Bank.


 


7.          Rights
in the Event of Involuntary Termination Prior to a Change in Control.


 


(a)          If Executive’s
employment is involuntarily terminated by the Corporation or the Bank without Cause (and other than due to Executive’s death
or Disability) or if the Corporation or the Bank terminate this Agreement pursuant to a Non-Renewal Notice, in each case before
a Change in Control, or if Executive’s employment is voluntarily terminated by Executive for Good Reason before a Change
in Control, the Executive shall be entitled to receive the Accrued Obligations and, subject to the Executive’s execution
and non-revocation of a release in accordance with Section 9, Executive shall be entitled to receive the following:


 


(i)          Executive
shall continue to be paid, as severance, his then rate of Base Salary for twelve (12) months. Such severance shall be subject to
federal, state and local tax withholdings;


 


(ii)         if
the Executive validly elects to receive continuation coverage under the Bank’s group health plan pursuant to “COBRA”,
reimbursement of the applicable premium otherwise payable for COBRA continuation coverage for the six (6) month period immediately
following the effective date of termination to the extent such premium exceeds the monthly amount charged to active similarly-situated
employees of the Bank for the same coverage. The Corporation and/or the Bank may modify the obligation to provide such benefit
to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it under the ACA, provided that it does so in
a manner that to the extent possible, as determined by the Corporation or the Bank in its or their discretion, preserves the economic
benefit and original intent of such benefit but does not cause such a penalty or excise tax.


 


(b)          In the event
Executive becomes entitled to any of the payments set forth in this Section 7, he shall not be entitled to any of the payments
and benefits set forth in Section 6. The payments and benefits described in this Section 7 are in lieu of (and not in addition
to) any other severance plan, fund, agreement or other arrangement maintained by the Corporation or the Bank. Fifty percent (50%)
of any payments made under this Section 7 shall be made by the Corporation and fifty percent (50%) of such payments shall be made
by the Bank.


 




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8.          Restrictive
Covenants. As a material inducement for the Corporation and the Bank to enter into this Agreement, Executive hereby agrees
to be bound by and comply with the terms and conditions of the Non-Competition, Non-Solicitation, Confidentiality and Cooperation
Agreement attached herewith as Exhibit B.


  


9.          Requirement
of Release; Cessation and Recovery on Competition. Notwithstanding anything herein to the contrary, Executive’s entitlement
to any payments under Sections 6 or 7 (other than the Accrued Obligations) shall be contingent upon Executive’s execution
of a release agreement in substantially the form set forth as Exhibit C hereto (and non-revocation thereof within the period
of time, if any, allowed by the release). Such release agreement shall be executed, if at all, and the applicable payments and
benefits contingent upon the execution of such agreement shall be provided or commence being provided, if at all, within sixty
(60) days following the date of termination; provided, however, that if such sixty (60) day period begins in one taxable
year and ends in a second taxable year, the payments and benefits will be provided or commence being provided, if at all, in the
second taxable year and, in the case of severance payments pursuant to Section 7, the first such payment shall include the payments
that would have been made had severance payments commenced immediately following Executive’s termination of employment.


 


10.        Indemnification;
Liability Insurance. The Corporation and the Bank shall indemnify Executive, to the fullest extent permitted by applicable
law, with respect to any threatened, pending or contemplated action, suit or proceeding brought against him by reason of the fact
that he is or was a director, officer, employee or agent of the Corporation and the Bank or is or was serving at the written request
of the Corporation as a director, officer, employee or agent of another person or entity. Executive’s right to indemnification
provided herein is not exclusive of any other rights to which Executive may be entitled under any bylaw, agreement, vote of shareholders
or otherwise, and shall continue beyond the term of this Agreement.


 


11.        Notices.
Except as otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be
deemed properly given if in writing and if mailed by registered or certified U.S. mail, postage prepaid with return receipt requested,
and by regular U.S. mail, postage prepaid, to Executive’s address, in the case of notices to Executive, and to the principal
executive office of the Corporation, in the case of notice to the Corporation or the Bank. 


 


12.         Waiver.
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed
to in writing and signed by Executive and an executive officer specifically designated by the Board. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.


 


13.        No Mitigation.
Executive shall not be required to mitigate the amount of any payment provided for in Sections 6 or 7 by seeking other employment
or otherwise, nor shall the amount of payment or the benefit provided for in Sections 6 or 7 be reduced by any compensation earned
by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any
retirement or other benefits after the date of termination of employment or otherwise.


 


14.        Assignment.
This Agreement shall not be assignable by any party, except by the Bank and the Corporation to any successor in interest to
its business.


 


15.        Entire
Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement
and supersedes and replaces any prior written or oral agreements between them respecting the within subject matter.


 




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16.        Successors;
Binding Agreement.


 


(a)          The Corporation
and the Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to
all or substantially all of the business and/or assets of the Corporation and/or the Bank to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Corporation and the Bank would be required to perform it if no
such succession had taken place. As used in this Agreement, “Corporation” and “Bank” shall mean the Corporation
and the Bank as defined previously and any successor to its respective business and/or assets as aforesaid which assumes and agrees
to perform this Agreement by operation of law or otherwise.


 


(b)          This Agreement
shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators,
heirs, distributees, devisees or legatees. If Executive should die following termination of Executive’s employment without
Cause, and any amounts would be payable to Executive under this Agreement if Executive had continued to live, all such amounts
shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or, if there
is no such designee, to Executive’s estate.


  


17.        Validity.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full force and effect.


 


18.        Applicable
Law. This Agreement shall be governed by and construed in accordance with the domestic, internal laws of the Commonwealth
of Pennsylvania, without regard to its conflicts of laws principles.


 


19.         Headings.
The section headings of this Agreement are for convenience only and shall not control or affect the meaning or construction
or limit the scope or intent of any of the provisions of this Agreement.


 


20.        Limitations
on Payments.


 


(a)          The payments
and benefits provided under Section 6 shall be made without regard to whether such payments and benefits, either alone or in conjunction
with any other payments or benefits made available to Executive by the Corporation and/or the Bank, will result in Executive being
subject to an excise tax under Section 4999 of the Code (the “Excise Tax”) or whether the deductibility of such
payments and benefits would be limited or precluded by Section 280G of the Code; provided, however, that if the Total
After-Tax Payments (as defined below) would be increased by limitation or elimination of payments or benefits provided under Section
6, then the amounts and benefits payable under Section 6 will be reduced to the minimum extent necessary to maximize the Total
After-Tax Payments. For purposes of this Section 20, “Total After-Tax Payments” means the total of all “parachute
payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of Executive (whether made
under this Agreement or otherwise), after reduction for all applicable taxes (including, without limitation, the Excise Tax). If
a reduction to the payments or benefits provided under Section 6 is required pursuant to this Section 20, such reduction shall
occur to the payments and benefits in the order that results in the greatest economic present value of all payments and benefits
actually made to Executive. All determinations to be made under this Section 20 shall be made by the Corporation or the Bank in
good faith.


 




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(b)          As
a result of the uncertainty in the application of Section 280G and Section 4999 of the Code at the time of the Change of Control,
it is possible that payments and benefits which will not have been made or provided by the Corporation or the Bank should have
been made (“Underpayment”) or payments and benefits are made or provided by the Corporation or the Bank which
should not have been made (“Overpayment”), consistent with the calculations required to be made hereunder. In
the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent
jurisdiction, that an Overpayment has been made, any such Overpayment shall be repaid to the Corporation or the Bank by the Executive
within 30 days of such determination, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.
In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent
jurisdiction, that results in an Underpayment, the amount of such Underpayment shall be promptly paid by the Corporation or the
Bank to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)
of the Code, within 30 days of such determination. Executive shall take such action (other than waiving Executive’s right
to any payments or benefits) as the Corporation or the Bank reasonably requests under the circumstances to mitigate or challenge
any tax contemplated by this Section 20.


 


(c)          All payments
made to the Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable
laws and any regulations promulgated thereunder.


 


21.        Recovery
of Bonuses and Incentive Compensation. Notwithstanding anything in this Agreement to the contrary, all bonuses and incentive
compensation, but not Base Salary, paid to the Executive hereunder (whether in equity or in cash) shall be subject to recovery
by the Corporation or the Bank in the event that such bonuses or incentive compensation are based on materially inaccurate financial
statements or other materially inaccurate performance metric criteria. In the event that the Corporation Board or the Bank Board
determines that a bonus or incentive compensation payment to Executive is recoverable, Executive shall reimburse all or a portion
of such bonus or incentive compensation, to the fullest extent permitted by law, as soon as practicable following written notice
to Executive by the Corporation or the Bank of the same. 


 


22.        Application
of Code Section 409A. 


 


(a)          Notwithstanding
anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment
shall be subject to satisfaction of the condition precedent that Executive undergo a “separation from service” within
the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if Executive is deemed to be a “specified
employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions
of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be
made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Executive’s
“separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of
Executive’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay
Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single
sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining
payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified
for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare
benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive, Executive shall
pay the full costs of premiums for such welfare benefits during the Delay Period and the Bank shall pay Executive an amount equal
to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the conclusion of such
Delay Period.


 




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(b)          Except as
otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject
to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year
shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime
limit applicable to expenses for medical care), in no event shall any expenses be reimbursed or in-kind benefits be provided after
the last day of the calendar year following the calendar year in which Executive incurred such expenses or received such benefits,
and in no event shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.


 


(c)          Any payments
made pursuant to Sections 6 or 7, to the extent of payments made from the date of termination through March 15th of the
calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and
thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent
such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas.
Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii),
to the maximum extent permitted by said provision.


 


(d)          To the extent
it is determined that any benefits described in Sections 3(c)-1)(ii), 5(a)(i) and 6(a)(i) are taxable to Executive,
they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.


 


23.        Limitation
on Golden Parachute Payments. Notwithstanding anything in this Agreement to the contrary, the obligation to make payment
of any severance payments or benefits as provided herein is conditioned upon (i) the Corporation and the Bank obtaining
any necessary approvals from each of their primary regulators (including, where applicable, Federal Deposit Insurance Corporation
(“FDIC”) concurrence), and (ii) compliance with applicable law, including 12 C.F.R. Part 359. The Corporation
and the Bank covenant and agree to diligently pursue the regulatory approvals described in the prior sentence. In addition, Executive
covenants and agrees that the Corporation and the Bank and their successors and assigns shall have the right to demand the return
of any “golden parachute payments” (as defined in 12 C.F.R. Part 359) in the event that any of them
obtain information indicating that Executive committed, is substantially responsible for, or has violated, the respective acts
or omissions, conditions, or offenses contained in 12 C.F.R. §359.4(a)(4), and Executive shall promptly return any such “golden
parachute payment” upon such demand.


 


24.        Required
Provisions. Notwithstanding anything herein contained to the contrary:


 


(a)           The Corporation
and the Bank may terminate Executive’s employment at any time, but any termination by the Corporation or the Bank, other
than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement.
Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause.


 


(b)          If Executive is
suspended from office and/or temporarily prohibited from participating in the conduct of the Corporation and/or the Bank’s
affairs by a notice served under Section 8(e)(3) (12 U.S.C. §§ 1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of the
Federal Deposit Insurance Act, as amended, the obligations of the Corporation and the Bank under this Agreement shall be suspended
as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Corporation
and the Bank may in their discretion (i) pay Executive all or part of the compensation withheld while their Agreement obligations
were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended.


 




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(c)           If Executive is
removed and/or permanently prohibited from participating in the conduct of the affairs of Corporation and/or the Bank by an order
issued under Section 8(e) (12 U.S.C. §§ 1818(e)) or 8(g) (12 U.S.C. § 1818(g)) of the Federal Deposit Insurance
Act, as amended, all obligations of the Corporation and the Bank under this Agreement shall terminate as of the effective date
of the order, but vested rights of the parties shall not be affected.


 


(d)           If the Corporation
or the Bank is in default as defined in Section 3(x) (12 U.S.C. § 1813(x)(1)) of the Federal Deposit Insurance Act, as amended,
all obligations of the Corporation and the Bank under this Agreement shall terminate as of the date of default, but this paragraph
shall not affect any vested rights of the parties.


 


(e)           All obligations
of the Corporation and the Bank under this Agreement shall be terminated, except to the extent determined that continuation of
the Agreement is necessary for the continued operation of the institution, (i) by the FDIC, at the time FDIC enters into an agreement
to provide assistance to or on behalf of the Corporation or the Bank under the authority contained in Section 13(c) (12 U.S.C.
§ 1823(c)) of the Federal Deposit Insurance Act, as amended; or (ii) when the Corporation and the Bank is determined by the
FDIC to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected
by such action.


 


(f)           Any payments to
Executive by the Corporation or the Bank, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon
their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. § 1828(k), and the regulations promulgated
thereunder in 12 C.F.R. Part 359.


 


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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the Effective Date.


 


	ATTEST:	 	MALVERN BANCORP, INC.
	 	 	 
	 	 	By: /s/ Anthony C. Weagley
	Secretary	 	Name: Anthony C. Weagley
	 	 	Title: President & CEO
	 	 	 
	ATTEST:	 	MALVERN FEDERAL SAVINGS BANK
	 	 	 
	 	 	/s/ Anthony C. Weagley
	Secretary	 	Name: Anthony C. Weagley
	 	 	Title: President & CEO
	 	 	 
	WITNESS:	 	WILLIAM J. BOYLAN
	 	 	/s/ William J. Boylan


 




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EXHIBIT A


 


DEFINITIONS


 


The following terms shall have the assigned meaning:


 


(a)          “Accrued
Obligations” means any Base Salary earned by Executive through the effective date of termination that remains unpaid,
with any such amounts paid on the first regularly scheduled payroll date following the effective date of termination; (ii) any
expense reimbursement due to Executive on or prior to the date of such termination which remains unpaid to Executive, with any
such reimbursement being made promptly following the effective date of termination; and (iii) any benefits payable pursuant to
employee benefit plans in which Executive participated or was covered as of his date of termination.


 


(b)          “Affiliate”
means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries,
Controls, is Controlled by, or is under common Control with, such specified Person, provided that, in any event, any business in
which the Corporation or the Bank has any direct ownership interest shall be treated as an Affiliate of the Corporation and the
Bank, respectively.


 


(c)          “Cause”
shall mean Executive’s: (i) indictment, commission of, or the entry of a plea of guilty or no contest to (A) a felony or
(B) any crime (other than a felony) that causes the Corporation, the Bank or any of their respective Affiliates public disgrace
or disrepute, or adversely affects the Corporation’s, the Bank’s or any of their respective Affiliates’ operations
or financial performance or the relationship the Corporation or the Bank has with its Affiliates, (ii) willful violation of any
law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, (iii) gross negligence,
incompetence, or willful misconduct, including, without limitation fraud, embezzlement, theft or personal dishonesty; (iv) breach
of fiduciary duty involving personal profit, (v) alcohol abuse or use of controlled substances (other than prescription drugs taken
in accordance with a physician’s prescription); (vi) refusal or failure to perform any material obligation or fulfill any
duty (other than any duty or obligation of the type described in clause (viii) below) to the Corporation, the Bank or any of their
respective Affiliates, which failure or refusal is not cured within 30 days after delivery of written notice thereof; (vii) material
breach of any agreement with or duty owed to the Corporation, the Bank or any of their respective Affiliates; or (viii) any breach
of any obligation or duty to the Corporation, the Bank or any of their respective Affiliates (whether arising by statute, common
law, contract or otherwise) relating to confidentiality, noncompetition, nonsolicitation or proprietary rights, including the Restrictive
Covenants Agreement set forth in Exhibit B hereto.


 


(d)          
“Change in Control” shall mean the occurrence of any of the following:


 


(i) (A) a
merger, consolidation or division involving the Corporation or the Bank, (B) a sale, exchange, transfer or other disposition of
substantially all of the assets of the Corporation or the Bank, or (C) a purchase by the Corporation or the Bank of substantially
all of the assets of another entity, unless (y) such merger, consolidation, division, sale, exchange, transfer, purchase or disposition
is approved in advance by seventy-five percent (75%) or more of the members of the Corporation Board or the Bank Board who are
not interested in the transaction and (z) a majority of the members of the board of directors of the legal entity resulting from
or existing after any such transaction and the board of directors of such entity’s parent corporation, if any, are former
members of the Corporation Board or the Bank Board; or


 




    	 	11	 



     


    

 


(ii)         
any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange
Act”)), other than the Corporation or the Bank or any Person who on the date hereof is a director or officer of the Corporation
or the Bank, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Corporation or the Bank representing twenty-five percent (25%) or more of the combined voting power of the
Corporation or the Bank’s then outstanding securities;


 


(iii)         
during any period of two (2) consecutive years during the Employment Period, individuals who at the beginning of such period constitute
the Corporation Board or the Bank Board cease for any reason to constitute at least a majority thereof, unless the election of
each director who was not a director at the beginning of such period has been approved in advance by directors representing at
least sixty-seven percent (67%) of the directors then in office who were directors at the beginning of the period; or


 


(iv)         
any other transaction involving the Corporation or the Bank similar in effect to any of the foregoing and designated as a Change
in Control by the Corporation Board.


 


(e)          “Code”
means the Internal Revenue Code of 1986, as amended.


 


(f)          “Control”
(including, with correlative meanings, the terms “Controlled by” and “under common Control with”), as used
with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.


 


(g)          “Disability”
means a condition entitling Executive to benefits under the Bank’s long term disability plan, policy or arrangement; provided,
however, that if no such plan, policy or arrangement is then maintained by the Bank and applicable to Executive, “Disability”
will mean Executive’s inability, by reason of any physical or mental impairment, to substantially perform Executive’s
regular duties to the Corporation or the Bank, as determined by the Corporation Board or the Bank Board in its sole discretion
(after affording Executive the opportunity to present Executive’s case), which inability is reasonably contemplated to continue
for at least one year from its commencement and at least 90 days from the date of such determination.


 


(h)          “Good
Reason” shall mean (i) a reduction of Executive’s Base Salary of ten percent (10%) or more, (ii) a material
diminution in Executive’s authorities, duties, title or responsibilities, (iii) a relocation of Executive’s principal
worksite to a location that is more than fifty (50) miles from the location at which Executive performed his job immediately prior
thereto (unless such relocation reduces the Executive’s commute to such worksite, or (iv) any material breach by the Corporation
or the Bank of this Agreement, in all cases after notice from Executive to the Corporation within ninety (90) days after the
initial existence of any such condition that the condition constitutes Good Reason and the failure of the Corporation or the Bank
to cure such situation within thirty (30) days after said notice.


 


(i)            “Person”
means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, governmental
entity, unincorporated entity or other entity.


 




    	 	12	 



     


    

 


EXHIBIT B


   


NON-COMPETITION, NON-SOLICITATION, CONFIDENTIALITY



AND COOPERATION AGREEMENT 


 


NON-COMPETITION, NON-SOLICITATION,
CONFIDENTIALITY AND COOPERATION AGREEMENT (the “Agreement”), dated as of May 25th, 2017, by
and between MALVERN BANCORP, INC., a Pennsylvania business corporation (the “Corporation”), MALVERN FEDERAL
SAVINGS BANK, a federally chartered stock savings bank (the “Bank”), and WILLIAM J. BOYLAN (“Executive”).


 


WHEREAS, the Corporation,
the Bank and Executive are entering into an employment agreement of even date herewith (the “Employment Agreement”)
pursuant to which Executive will be employed as Executive Vice President and Chief Lending Officer of the Corporation and the Bank;
and


 


WHEREAS, given the senior
executive position Executive will hold with the Corporation and the Bank, a critical inducement for the Corporation and the Bank
to enter into such Employment Agreement is Executive’s agreement to the terms, conditions and restrictive covenants set forth
in this Agreement; and


 


WHEREAS, Executive desires
to enter into such Employment Agreement and this Agreement;


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants set forth in the Employment Agreement and herein, the parties hereby agree as follows:


 


1.          Confidentiality.
For purposes of this Agreement, “Confidential Information” means all information, whether or not in writing,
concerning the business, business relationships or financial affairs of the Corporation, the Bank and/or any of their respective
Affiliates (as defined below) which has not entered the public domain (other than by failure of Executive to fully perform Executive’s
obligations under this Agreement), and includes (i) corporate information, including trade secrets, know-how, plans, strategies,
objectives, methods, contracts, policies, resolutions, negotiations or litigation; (ii) marketing information, including development
plans and opportunities, strategies, methods, customer identities or other information about customers, prospect identities or
other information about prospects, or pricing policies, market analyses or projections; (iii) financial information, including
cost and performance data, budgets, debt arrangements, equity structure, investors and holdings, purchasing and sales data and
price lists; (iv) operational and technological information, including plans, specifications, manuals, forms, templates, software,
designs, methods, procedures, diagrams, schematics, notes, data, inventions, improvements, concepts and ideas; and (v) personnel
information, including personnel lists, reporting or organizational structure, resumes, personnel data, compensation structure,
performance evaluations and termination arrangements or documents. For purposes of this Agreement, the terms “includes”,
“including” and similar variations thereof are intended to be illustrative, and any illustrative items that follow
any such terms shall not be limited to such illustrative items.


 


Executive agrees that:


 


(a) While working for the
Corporation and/or the Bank, Executive may develop, acquire, have access to and/or otherwise have knowledge of Confidential Information.


 


(b) Confidential Information
is and will continue to be the sole and exclusive property of the Corporation, the Bank and/or their respective Affiliates.


 




    	 	13	 



     


    

 


(c) Executive will use Confidential
Information only in the performance of Executive’s duties for the Corporation, the Bank and/or their respective Affiliates.
Executive will not use Confidential Information at any time (during or after Executive’s employment with the Corporation
and/or the Bank) for Executive’s personal benefit, for the benefit of any Person (as defined below) other than the Corporation,
the Bank and/or their respective Affiliates, or in any manner adverse to the interests of the Corporation, the Bank, their respective
Affiliates or their customers.


 


(d) Executive will not disclose
Confidential Information at any time (during or after Executive’s employment with the Corporation and/or the Bank) except
(x) as such disclosure may be required or appropriate in connection with Executive’s service to the Corporation and/or the
Bank, or (y) when required to do so by a court of law, by any governmental agency or by any administrative or legislative body
(including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information.
Executive agrees to provide the Corporation or the Bank advance written notice of any disclosure pursuant to clause (y) of the
preceding sentence and to cooperate with any efforts by the Corporation and/or the Bank to limit the extent of such disclosure.
Notwithstanding the foregoing or anything else contained herein to the contrary, this Agreement shall not preclude Executive from
disclosing Confidential Information to a governmental body or agency or to a court if and to the extent that a restriction on such
disclosure would limit the Executive from exercising any protected right afforded the Executive under applicable law.


 


(e) Executive will safeguard
Confidential Information by all reasonable steps and abide by all policies and procedures of the Corporation or the Bank in effect
from time to time regarding storage, copying, destroying, publication or posting, or handling of such Confidential Information,
in whatever medium or format that Confidential Information takes.


 


(f) Executive will execute
and abide by all confidentiality agreements that the Corporation or the Bank reasonably requests Executive to sign or abide by,
whether those agreements are for the benefit of the Corporation, the Bank, their respective Affiliates or a customer thereof.


 


(g) When Executive’s
employment relationship with the Corporation and/or the Bank ends, Executive will immediately return to the Corporation or the
Bank all materials containing and/or relating to Confidential Information and, except as the Corporation or the Bank may, in its
sole discretion, expressly permit in writing, all equipment provided to Executive by the Corporation and/or the Bank during Executive’s
employment, including without limitation all computers, laptops, cellular telephones, printers, facsimile machines and scanners.
Executive shall not retain any copies or reproductions of correspondence, memoranda, reports, notebooks, photographs, databases,
diskettes, or other documents or electronically stored information of any kind relating in any way to the business, potential business
or affairs of the Corporation, the Bank and/or their respective affiliates.


 


Executive acknowledges
receipt of the following notice under the Defend Trade Secrets Act: An individual will not be held criminally or civilly liable
under any federal or state trade secret law for the disclosure of a trade secret if he/she (i) makes such disclosure in confidence
to a Federal, State, or local government official, either directly or indirectly, or to an attorney and such disclosure is made
solely for the purpose of reporting or investigating a suspected violation of law; or (ii) such disclosure was made in a complaint
or other document filed in a lawsuit or other proceeding if such filing is made under seal.


 


2.          Access
Codes; Passwords. Any social media or other accounts that Executive opens or handles on behalf of the Corporation and/or the
Bank constitutes property of the Corporation and/or the Bank. Executive shall provide all access codes, passcodes, and administrator
rights to the Corporation or the Bank at any time during or after Executive’s employment on demand.


 




    	 	14	 



     


    

 


3.          Non-Competition;
Non-Solicitation. Executive acknowledges and understands that, in view of Executive’s position with the Corporation and/or
the Bank, Executive will be afforded access to Confidential Information and have intimate knowledge of affairs of the Corporation
and/or the Bank. Executive therefore agrees that during the course of Executive’s employment with the Corporation and/or
the Bank and for a period of 12 months after Executive’s employment with the Corporation and/or the Bank ends (regardless
of the reason therefor) (the “Restricted Period”), Executive will not, without the express prior written consent
of the Corporation and/or the Bank:


 


(i) directly
or indirectly whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or otherwise, engage,
participate or invest in any Competing Business (as defined below). For purposes of this Agreement, a “Competing Business”
means any business or enterprise engaged, anywhere in the “Competitive Territory” (as defined below) in (A) banking
or lending activities, or accepting deposits, (B) providing financial services or financial advice, or (C) any other activities
in which the Corporation and/or the Bank or any of their respective Affiliates (as defined below) engaged, directly or indirectly,
during Executive’s employment with the Corporation and/or the Bank. “Competitive Territory” shall mean an area
that is within a 100 mile radius of any branch or office of the Corporation, the Bank and/or any of their respective Affiliates
that is or was in existence during Executive’s employment with the Corporation and/or the Bank or any location where the
Corporation, the Bank and/or any of their respective Affiliates had planned to establish a branch or office during the 12 months
prior to Executive’s termination of employment. Notwithstanding the foregoing, the foregoing shall not prohibit any investment
by Executive in publicly traded stock of a company representing less than one percent of the stock of such company;


 


(ii)
solicit, induce, or assist any third Person in soliciting or inducing any Person that is (or was at any time within the 12 months
prior to the solicitation or inducement) an employee, consultant, independent contractor or agent of the Corporation, the Bank
and/or any of their respective Affiliates to leave the employment of the Corporation, the Bank and/or any of their respective Affiliates
or cease performing services as an independent contractor, consultant or agent of the Corporation, the Bank and/or
any of their respective Affiliates; provided however that the placement of a general advertisement that is not directly targeted
at any such Person or Persons shall not violate this clause (ii); 


 


(iii)
hire, engage, or assist any third party in hiring or engaging, any individual that is or was (at any time within 12 months prior
to the attempted hiring) an employee of the Corporation, the Bank and/or any of their respective
Affiliates; or 


 


(iv)
other than for the benefit of the Corporation, the Bank and/or any of their respective Affiliates,
solicit or interfere with the relationships of the Corporation, the Bank and/or any of their respective Affiliates with, or endeavor
to entice away from the Corporation, the Bank and/or any of their respective Affiliates for a Competing Business, any Person that
is or was (at any time within the 12-month period preceding the date that Executive’s employment with the Corporation and
the Bank ends), a customer or “Prospective Customer” (as defined below) of the Corporation and/or the Bank; provided
however that the placement of a general advertisement that is not directly targeted at any such Person or Persons shall not violate
this clause (iii). A “Prospective Customer” is any Person with respect to whom or which the Corporation, the
Bank and/or any of their respective Affiliates was engaged in solicitation at any time during the 12-month period preceding the
date that Executive’s employment with the Corporation and the Bank ends and in which solicitation Executive was in any way
involved or of which Executive otherwise had any knowledge or reasonably should have had any knowledge. 


 




    	 	15	 



     


    

 


For purposes
of this Agreement:


 


“Affiliate”
means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries,
Controls, is Controlled by, or is under common Control with, such specified Person, provided that, in any event, any business in
which the Corporation or the Bank has any direct ownership interest shall be treated as an Affiliate of the Corporation and the
Bank, respectively.


 


“Control”
(including, with correlative meanings, the terms “Controlled by” and “under common Control with”), as used
with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Person”
means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, governmental
entity, unincorporated entity or other entity.


 


4.          Developments.
Executive will make full and prompt disclosure to the Corporation or the Bank of all inventions, discoveries, designs, developments,
methods, modifications, improvements, processes, algorithms, databases, computer programs, software, formulae, techniques, trade
secrets, graphics or images, audio or visual works and other works of authorship (collectively “Developments”),
whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by Executive (alone or jointly
with others) or under Executive’s direction during the period of Executive’s employment. Executive acknowledges that
all work performed by Executive for the Corporation and/or the Bank is on a “work for hire” basis, and Executive hereby
assigns and transfers and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Corporation
and/or the Bank and its successors and assigns all Executive’s right, title and interest in all Developments that are created,
made, conceived or reduced to practice by Executive (alone or jointly with others) or under Executive’s direction during
the period of Executive’s employment and (a) relate to the business of the Corporation and/or the Bank or any of the products
or services being researched, developed, manufactured or sold by the Corporation and/or the Bank or which may be used with such
products or services; or (b) result from tasks assigned to Executive by the Corporation and/or the Bank; or (c) result from the
use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Corporation and/or
the Bank (“Company-Related Developments”), and all related patents, patent applications, trademarks and trademark
applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide
and under any international conventions (“Intellectual Property Rights”).


 


To preclude any possible
uncertainty, Executive has set forth on Annex A attached hereto a complete list of Developments that Executive has, alone
or jointly with others, conceived, developed or reduced to practice prior to the commencement of Executive’s employment with
the Corporation and the Bank that Executive considers to be Executive’s property or the property of third parties and that
Executive wishes to have excluded from the scope of this Agreement (“Prior Inventions”). If disclosure of any
such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive
is not to list such Prior Inventions in Annex A but is only to disclose a cursory name for each such invention, a listing
of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason.
Executive has also listed on Annex A all patents and patent applications in which Executive is named as an inventor, other
than those which have been assigned to the Corporation and/or the Bank (“Other Patent Rights”). If no such disclosure
is attached, Executive represents that there are no Prior Inventions or Other Patent Rights. If, in the course of Executive’s
employment with the Corporation and/or the Bank, Executive incorporates a Prior Invention into a product, process or machine of
the Corporation and/or the Bank or other work done for the Corporation and/or the Bank, Executive hereby grants to the Corporation
and/or the Bank a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make,
have made, modify, use, sell, offer for sale and import such Prior Invention. Notwithstanding the foregoing, Executive will not
incorporate, or permit to be incorporated, Prior Inventions in any Company-Related Development without the prior written consent
of the Corporation or the Bank.


 




    	 	16	 



     


    

 


This Agreement does not
obligate Executive to assign to the Corporation and/or the Bank any Development which, in the sole judgment of the Corporation
and/or the Bank, reasonably exercised, is developed entirely on Executive’s own time and does not relate to the business
efforts or research and development efforts in which, during the period of Executive’s employment, the Corporation and/or
the Bank actually is engaged or reasonably would be engaged, and does not result from the use of premises or equipment owned or
leased by the Corporation and/or the Bank. However, Executive will also promptly disclose to the Corporation and/or the Bank any
such Developments for the purpose of determining whether they qualify for such exclusion. Executive understands that to the extent
this Agreement is required to be construed in accordance with the laws of any state which precludes a requirement in an employee
agreement to assign certain classes of inventions made by an employee, this Section 4 will be interpreted not to apply to any invention
which a court rules and/or the Corporation and/or the Bank agrees falls within such classes. Executive also hereby waives all claims
to any moral rights or other special rights which Executive may have or accrue in any Company-Related Developments.


 


Executive will cooperate
fully with the Corporation and/or the Bank, both during and after Executive’s employment with the Corporation and/or the
Bank, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments.
Executive will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications,
patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Corporation and/or
the Bank may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the
Corporation and/or the Bank is unable, after reasonable effort, to secure Executive’s signature on any such papers, Executive
hereby irrevocably designates and appoints each officer of the Corporation and/or the Bank as Executive’s agent and attorney-in-fact
to execute any such papers on Executive’s behalf, and to take any and all actions as the Corporation and/or the Bank may
deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.


 


5.          Remedies
Upon Breach.


 


(a)          Executive
agrees that the restrictions contained in Sections 1, 2, 3, and 4 of this Agreement are necessary and
appropriate to protect the business and goodwill of the Corporation and/or the Bank, and Executive considers them reasonable for
such purpose. Executive agrees that the restrictions contained in this Agreement will not prevent Executive from obtaining gainful
employment should Executive’s employment with the Corporation and the Bank end. Executive agrees that in any action seeking
specific performance or other equitable relief, Executive will not assert or contend that any of the provisions of this Agreement
are unreasonable or otherwise unenforceable.


 


(b)          Executive
further agrees that in the event of Executive’s breach or threatened breach of any of the provisions of Sections 1,
2, 3, and 4 of this Agreement, the Corporation and/or the Bank would suffer substantial irreparable harm and
would not have an adequate remedy at law for such breach. In recognition of the foregoing, Executive agrees that in the event of
a breach or threatened breach of any of those provisions, in addition to such other remedies that the Corporation and/or the Bank
may have at law, without posting any bond or security, the Corporation and/or the Bank shall be entitled to seek and obtain equitable
relief, in the form of specific performance, or temporary, preliminary or permanent injunctive relief, or any other equitable remedy
which then may be available, as well as attorneys’ fees and costs and an equitable accounting of all earnings, profits and
other benefits arising, directly or indirectly, from such breach. The seeking of such injunction or order shall not affect the
right of the Corporation and/or the Bank to seek and obtain damages or other equitable relief on account of any such actual or
threatened breach.


 




    	 	17	 



     


    

 


6.          Post-Employment
Cooperation. Executive agrees that, during Executive’s employment, and for a period of [two (2)] years after Executive’s
employment with the Corporation and the Bank ends (regardless of the reason therefor), upon reasonable request from the Corporation
and/or the Bank, and after Executive’s employment ends, subject to Executive’s other business commitments, Executive
will cooperate with the Corporation and/or the Bank in the defense of any claims or actions that may be made by or against the
Corporation and/or the Bank that relate to the period of Executive’s employment with the Corporation and/or the Bank. The
Corporation and/or the Bank agrees, to the extent permitted by applicable law, regulation and/or court rules, to reimburse Executive
for Executive’s reasonable travel and other direct expenses incurred by Executive in extending such cooperation, so long
as Executive provides advance written notice of the request for reimbursement and provides satisfactory documentation of the expenses
to comply with Executive’s obligations under this Section 6.


 


7.          Prior
Agreements. Executive represents that except as Executive has fully disclosed previously in writing to the Corporation and/or
the Bank, Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from using
or disclosing any trade secret or confidential or proprietary information in the course of Executive’s employment with the
Corporation and/or the Bank or to refrain from competing, directly or indirectly, with the business of such previous employer or
any other party. Executive further represents that Executive’s performance of all the terms of this Agreement as an employee
of the Corporation and/or the Bank does not and will not breach any agreement to keep in confidence proprietary information, knowledge
or data acquired by Executive in confidence or in trust prior to Executive’s employment with the Corporation and/or the Bank.
Executive will not disclose to the Corporation and/or the Bank or induce the Corporation and/or the Bank to use any confidential
or proprietary information or material belonging to any previous employer or others.


 


8.          Survival
and Assignment. Executive understands that Executive’s obligations under this Agreement will continue in accordance with
its express terms regardless of any changes in Executive’s title, position, duties, salary, compensation or benefits or other
terms and conditions of employment. Executive further understands that Executive’s obligations under this Agreement will
continue following the termination of Executive’s employment regardless of the manner of such termination and will be binding
upon Executive’s heirs, executors and administrators. Executive understands and agrees that the Corporation and/or the Bank
has the right to assign this Agreement to its successors and assigns.


 


9.          Disclosure
to Future Employers. During the Restricted Period (as defined in Section 3), Executive will provide a copy of this Agreement
to any prospective employer, partner or co-venturer prior to entering into an employment, partnership or other business relationship
with such person or entity.


 


10.         Governing
Law. This Agreement is governed by, and is to be construed and enforced in accordance with, the laws of the Commonwealth of
Pennsylvania, without regard to principles of conflicts of laws. Executive agrees that no dispute or claim under this Agreement
may be commenced, prosecuted or continued in any court other than the courts of the Commonwealth of Pennsylvania located in the
city and county of Philadelphia or in the United States District Court for the Eastern District of Pennsylvania, which courts shall
have jurisdiction over the adjudication of such matters, and Executive consents to the jurisdiction of such courts and personal
service with respect thereto. The Corporation, the Bank and Executive hereby waive their respective rights to a trial by jury.


 




    	 	18	 



     


    

 


11.         Severability.
In the event that any court of competent jurisdiction shall determine that any one or more of the provisions contained in this
Agreement shall be unenforceable in any respect, then such provision shall be deemed limited and restricted to the extent that
the court shall deem the provision to be enforceable. This Agreement is to be given the broadest interpretation permitted by law.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision hereof. The covenants and restrictions contained in this Agreement shall be deemed a series of separate covenants and
restrictions. If, in any judicial proceeding, a court of competent jurisdiction should refuse to enforce all of the separate covenants
and restrictions in this Agreement, then such unenforceable covenants and restrictions shall be deemed eliminated from the provisions
of this Agreement for the purpose of such proceeding to the extent necessary to permit the remaining separate covenants and restrictions
to be enforced in such proceeding.


 


12.         Entire
Agreement. This Agreement shall constitute the entire agreement among the parties with respect to the matters covered hereby
and shall supersede all previous written, oral or implied understandings among them with respect to such matters.


 


13.         Amendment.
No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing
signed by Executive and by a duly authorized officer of the Corporation or the Bank, and such waiver is set forth in writing and
signed by the party to be charged. No waiver by either party hereto at any time of any breach by the other party hereto of any
condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.


 


14.         Notice.
For the purposes of this Agreement, any notice required or permitted to be given under this Agreement shall be deemed properly
given if in writing and if mailed by registered or certified U.S. mail, postage prepaid with return receipt requested, and by regular
U.S. mail, postage prepaid, to Executive’s address, in the case of notices to Executive, and to the principal executive office
of the Corporation, in the case of notice to the Corporation or the Bank.


 


15.         Section
Headings. The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement
and shall not affect its interpretation.


 


16.         Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same instrument.


 


17.         Review.
Executive represents and warrants that: (i) Executive has read this Agreement and understands all the terms and conditions hereof;
(ii) Executive has entered into this Agreement of Executive’s own free will and volition; (iii) Executive has been advised
by the Corporation and/or the Bank that this Agreement is a legally binding contract and that Executive should seek Executive’s
own independent attorney to review it; (iv) Executive has been afforded ample opportunity to consult with Executive’s own
attorney regarding this Agreement; and (v) the terms of this Agreement are fair, reasonable and are being agreed to voluntarily
in exchange for Executive’s employment or continued employment by the Corporation and/or the Bank.


 


[Signature Page Follows]


 




    	 	19	 



     


    

 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above written.


 


	ATTEST:	 	MALVERN BANCORP, INC.
	 	 	 
	 	 	By: /s/ Anthony C. Weagley 
	Secretary	 	Name:  Anthony C. Weagley
	 	 	Title:    President & CEO
	 	 	 
	ATTEST:	 	MALVERN FEDERAL SAVINGS BANK
	 	 	 
	 	 	By: /s/ Anthony C. Weagley
	Secretary	 	Name:  Anthony C. Weagley
	 	 	Title:    President & CEO 
	 	 	 
	WITNESS:	 	WILLIAM J. BOYLAN
	 	 	 
	 	 	/s/ William J. Boylan


 




    	 	20	 



     


    

 


ANNEX A


 


		To:	Malvern Federal Savings Bank



 


		From:	[●]



 


		Date:	_____________________



 


		SUBJECT:	Prior Inventions



 


The following is a complete
list of all inventions or improvements relevant to the subject matter of my employment by the Corporation and/or the Bank that
have been made or conceived or first reduced to practice by me alone or jointly with others prior to my employment by the Corporation
and/or the Bank:


 


	 	 ̈	No inventions or improvements
	 	 	 
	 	 ̈	See below:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 ̈	Additional sheets attached


 


The following is a list
of all patents and patent applications in which I have been named as an inventor:


 


	 	 ̈	None
	 	 	 
	 	 ̈	See below:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 








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EXHIBIT C


 


RELEASE AGREEMENT


 


THIS RELEASE AGREEMENT
(this “Release Agreement”) is made as of this __ day of ______, 20__, by and between MALVERN BANCORP, INC.,
a Pennsylvania business corporation (the “Corporation”), MALVERN FEDERAL SAVINGS BANK, a federally chartered
stock savings bank (the “Bank”), and WILLIAM J. BOYLAN, an adult individual (“Executive”). Capitalized
terms not defined in this Release Agreement shall have the meanings ascribed to them under the agreement between the Employer and
the Executive, dated ___________, 2017, (the “Employment Agreement”). In consideration of the mutual agreements set
forth below and intending to be legally bound, the Executive and the Employer hereby agree as follows:


 


1. General Release.


 


a. In consideration
of the payments and benefits required to be provided to the Executive under the Employment Agreement other than the Executive’s
accrued but unpaid base compensation and any accrued but unpaid or otherwise vested benefits under any benefit or incentive plan
determined at the time of the Executive’s termination of employment (such payments and benefits, the “Post-Termination
Payments”) and after consultation with counsel, the Executive, for himself and on behalf of each of the Executive’s
heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Releasors”),
hereby irrevocably and unconditionally releases and forever discharges the Employer and its affiliated companies, and each of its
officers, employees, directors, shareholders, and agents (collectively, the “Releasees”) from any and all claims
(including claims for attorney’s fees), actions, causes of action, rights, judgments, obligations, damages, demands, accountings,
or liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any Claims under
any federal, state, local, or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) the
Executive’s employment relationship with and service as an employee, officer, or director of the Employer and any of its
affiliates, or the termination of the Executive’s service in any and all of such relevant capacities or (ii) the Employment
Agreement; provided, however, that the release set forth in this Section shall not apply to (x) the payment and/or benefit
obligations of the Employer or any of its affiliates, (collectively, the “Employer Group”) under the Employment
Agreement, (y) any Claims the Executive may have under any plans or programs not covered by the Employment Agreement in which
the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (z) any indemnification
or other rights the Executive may have under the Employment Agreement or in accordance with the governing instruments of any member
of the Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member
with respect to liabilities arising as a result of the Executive’s service as an officer and employee of any member of the
Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree
that the Post-Termination Payments shall be in full satisfaction of any and all Claims for payments or benefits, whether express
or implied, that the Releasors may have against the Employer or any member of the Employer Group arising out of the Executive’s
employment relationship under the Employment Agreement and the Executive’s service as an employee, officer or director of
the Employer or a member of the Employer Group under the Employment Agreement or the termination thereof, as applicable. 


 


2. Specific Release
of Claims. In further consideration of the Post-Termination Payments, the Releasors hereby unconditionally release and forever
discharge the Releasees from any and all Claims that the Releasors may have in connection with the Executive’s employment
or termination of employment, arising under:


 




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a. Title VII
of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (“ADEA”), the Americans With Disabilities
Act of 1990 (“ADA”), the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993 (“FMLA”),
the Genetic Information Non-Discrimination Act of 2008 (“GINA”) and any similar federal, state or local laws,
including without limitation, the Pennsylvania Human Relations Act, as amended and any other non-discrimination and fair employment
practices laws of any state and/or locality in which the Executive works or resides, all as amended; and


 


b. the Fair Credit
Reporting Act (“FCRA”), the Employee Retirement Income Security Act of 1974 (“ERISA”), the Worker Adjustment
and Retraining Notification Act (“WARN”).


 


Notwithstanding anything
contained herein to the contrary, no portion of any release contained in any Section of this Release Agreement shall release the
Employer or the Employer Group from any Claims the Executive may have for breach of the provisions of this Release Agreement or
to enforce this Release Agreement, that arise after the date of this Release Agreement, or to challenge the validity of the Executive’s
release of ADEA Claims.


 


By signing this Release
Agreement, the Executive hereby acknowledges and confirms the following: (i) the Executive was advised by the Employer or
his then employer in connection with his termination of employment or retirement to consult with an attorney of his choice prior
to signing this Release Agreement and to have such attorney explain to the Executive the terms of this Release Agreement, including,
without limitation, the terms relating to the Executive’s release of Claims arising under this Section, and the Executive
has in fact consulted with an attorney; (ii) the Executive was given a period of not fewer than 21 days to consider the terms
of this Release Agreement prior to its signing; and (iii) the Executive knowingly and voluntarily accepts the terms of this
Release Agreement.


 


3. No Assignment
of Claims. The Executive represents and warrants that he has not assigned any of the Claims being released hereunder.


 


4. Complaints.
The Executive affirms that he has not filed any complaint against any Releasee with any local, state or federal court and agrees
not to do so in the future, except for Claims challenging the validity of the release of ADEA Claims. The Executive affirms further
that he has not filed any claim, charge or complaint with the United States Equal Employment Opportunity Commission (“EEOC”) or
any state or local agency authorized to investigate charges or complaints of unlawful employment discrimination (together, “Agency”).
The Executive understands that nothing in this Release Agreement prevents him from filing a charge or complaint of unlawful employment
discrimination with any Agency or assisting in or cooperating with an investigation of a charge or complaint of unlawful employment
discrimination by an Agency, provided however that, the Executive acknowledges that he may not be able to recover any monetary
benefits in connection with any such claim, charge, complaint or proceeding and disclaim entitlement to any such relief. Furthermore,
if any Agency or court has now assumed or later assumes jurisdiction of any claim, charge or complaint on the Executive’s
behalf against any Releasee, the Executive will disclaim entitlement to any relief. 


 


5. Revocation.
This Release Agreement may be revoked by the Executive within the seven-day period commencing on the date the Executive signs this
Release Agreement (the “Revocation Period”). In the event of any such revocation by the Executive, all obligations
of the parties under this Release Agreement shall terminate and be of no further force and effect as of the date of such revocation.
No such revocation by the Executive shall be effective unless it is in writing and signed by the Executive and received by the
Employer prior to the expiration of the Revocation Period. In the event of revocation, the Executive shall not be entitled to the
Post-Termination Payments, the receipt of which is conditioned on the Executive’s execution of this Release Agreement.


 




    	 	23	 



     


    

 


6. Cooperation.
The Executive agrees to cooperate with the Employer’s reasonable requests with respect to all matters arising during or related
to his employment about which he has personal knowledge because of his employment with the Employer, including but not limited
to all matters (formal or informal) in connection with any government investigation, internal Employer investigation, litigation
(potential or ongoing), administrative, regulatory, or other proceeding which currently exists, or which may have arisen prior
to or arise following the signing of this Release Agreement. Employer agrees to provide the Executive with reasonable advance notice
of such requests and to accommodate Executive’s schedule. The Executive understands that the Employer agrees to reimburse
Executive for his reasonable out-of-pocket expenses (not including attorney’s fees, legal costs, or lost time or opportunity) incurred
in connection with such cooperation.


 


7. No Admission
of Liability. The Executive agrees that this Release Agreement does not constitute, nor should it be construed to constitute,
an admission by the Employer of any violation of federal, state, or local law, regulation, or ordinance, nor as an admission of
liability under the common law or for any breach of duty the Employer owed or owes to the Executive.


 


8. Representations
and Warranties. The Executive acknowledges and agrees that, except as disclosed on a disclosure schedule to be provided at
the time of execution of this Release Agreement, (i) he is not aware of nor has he reported any conduct by any of the Releasees
that violates any federal, state, or local law, rule, or regulation, (ii) he has not been denied any rights or benefits under
the Family and Medical Leave Act of 1993 (“FMLA”) or any state or local law, act, or regulation providing for
family and/or medical leave or been discriminated against in any way for exercising his rights under these laws, and (iii) in
connection with offering the Post-Termination Payments, the Employer has not provided to the Executive, and has no obligation to
provide to the Executive, any material non-public information as defined in applicable federal securities laws, concerning the
Employer.


  


9. Confidentiality.
The Executive agrees to maintain as confidential, the terms and contents of this Release Agreement, and the contents of the negotiations
and discussions resulting in this Release Agreement, except (i) as needed to obtain legal counsel, financial, or tax advice,
(ii) to the extent required by federal, state, or local law or by order of court (iii) as needed to challenge the release
of ADEA Claims or to participate in an Agency investigation, or (iv) as otherwise agreed to in writing by an officer of the
Employer. The Executive agrees that before he seeks legal counsel or financial or tax advice, he will secure an agreement from
such counsel or advisors to adhere to the same confidentiality obligations that apply to him. The Executive agrees not to discuss
either the existence of or any aspect of this Release Agreement with any employee or ex-employee of the Employer.


 


10. Successors.
This Release Agreement is for the benefit of and is binding upon the Executive and his heirs, administrators, representatives,
executors, successors, beneficiaries and assigns, and is also for the benefit of the Releasees and their successors and assigns.


 


11. Violation.
If the Executive violates Sections 1 or 2 of this Release Agreement, the Employer will be entitled to the immediate repayment of
the Post-Termination Payments. The Executive agrees that repayment will not invalidate this Release Agreement and acknowledges
that he will be deemed conclusively to be bound by the terms of this Release Agreement and to waive any right to seek to overturn
or avoid it. If the Executive violates Sections 1 or 2 of this Release Agreement before all of the Post-Termination Payments have
been provided, the Employer may discontinue any unpaid conditional payments and benefits.


 


12. Additional Damages
Available for Violation. The Executive agrees that the Employer will maintain all rights and remedies available to it at law
and in equity in the event the Executive violates any provision of this Release Agreement. These rights and remedies may include,
but may not be limited to, the right to bring court action to recover all consideration paid to the Executive pursuant to this
Release Agreement and any damages the Employer may suffer as a result of such a breach.


 




    	 	24	 



     


    

 


13. Entire Agreement
and Amendment. This Release Agreement, together with the Employment Agreement as it may be amended from time to time, contains
and constitutes the entire understanding and agreement between the parties hereto with respect to the Executive’s severance
benefits and waiver and release of Claims against the Employer Group and cancels all previous oral and written negotiations, agreements,
commitments and writings in connection therewith. This Release Agreement shall be binding upon the parties and may not be modified
in any manner, except by an instrument in writing of concurrent or subsequent date signed by a duly authorized representative of
the parties and their respective agents, assign, heirs, executors, successors, and administrators. No delay or omission by the
Employer in exercising any right under this Release Agreement shall operate as a waiver of that or any other right. A waiver or
consent given by the Employer on any one occasion shall be effective only in that instance and shall not be construed as a bar
or waiver of any right on any other occasion.


 


14. Applicable Law.
This Release Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without
regard to choice of law principles, and except as preempted by federal law. Should any provision of this Release Agreement be declared
or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and the illegal or invalid part, term, or provision will be deemed not to be a part of
this Release Agreement.


  


15. Assignment.
The Executive’s rights and obligations under this Release Agreement shall inure to the Executive’s benefit and shall
bind the Executive, his heirs, administrators, representatives, executors, successors, beneficiaries and assigns. The Employer’s
rights and obligations under this Release Agreement shall inure to the benefit of and shall bind the Employer, its successors and
assigns. The Executive may not assign this Release Agreement. The Employer may assign this Release Agreement, but it may not delegate
the duty to make any payments hereunder without the Executive’s written consent, which shall not be unreasonably withheld.


 


16. Severability.
If any provision of this Release Agreement is held unenforceable by a court of competent jurisdiction, all remaining provisions
shall continue in full force and effect without being impaired or invalidated in any way.


 


17. Notices.
Any notice required to be provided to the Executive hereunder shall be given to the Executive in writing by certified mail, return
receipt requested, or by Federal Express, addressed to the Executive at the address of record with the Employer, or at such other
place as the Executive may from time-to-time designate in writing. Any notice which the Executive is required to give to the Employer
hereunder shall be given in writing by certified mail, return receipt requested, or by Federal Express, addressed to the Senior
Human Resources Officer at its principal office. The dates of mailing any such notice shall be deemed to be the date of delivery
thereof.


 


The Executive is hereby advised that the
Executive has up to twenty-one (21) calendar days to review this Release Agreement and that the Executive should consult with
an attorney of the Executive’s choice prior to execution of this Release Agreement.


 


The Executive agrees
that any modifications, material or otherwise, made to this Release Agreement do not restart or affect in any manner the original
twenty-one (21) calendar day consideration. 


 




    	 	25	 



     


    

 


Statement by the Executive
who is signing below. By signing this Release Agreement, I acknowledge that the Employer has advised and encouraged me to consult
with an attorney prior to executing this Release Agreement. I have carefully read and fully understand the provisions of this Release
Agreement and have had sufficient time and opportunity (over a period of 21 days) to consult with my personal tax, financial
and legal advisors prior to executing this Release Agreement, and I intend to be legally bound by its terms.  


 


IN WITNESS WHEREOF,
the parties, intending to be legally bound have executed this Release Agreement on the day and year first above written.


 


	ATTEST:	 	MALVERN BANCORP, INC.
	 	 	 
	 	 	By:	 
	Secretary	 	 
	 	 	 
	ATTEST:	 	MALVERN FEDERAL SAVINGS BANK
	 	 	 
	 	 	By:	 
	Secretary	 	 
	 	 	 
	WITNESS:	 	WILLIAM J. BOYLAN
	 	 	 
	 	 	 


 




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