EXHIBIT
10.5


MALVERN
FEDERAL BANCORP, INC.

MALVERN FEDERAL SAVINGS BANK

EMPLOYMENT AGREEMENT


          This
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____
day of ________ 2008, by and among Malvern Federal Bancorp, Inc. (the
“Corporation”), Malvern Federal Savings Bank (the “Bank”), a federally
chartered savings bank which will become a wholly owned subsidiary of the
Corporation, and Ronald Anderson (the “Executive”).


WITNESSETH


          WHEREAS,
the Executive is currently employed as the President and Chief Executive
Officer of the Corporation and the Bank (the Corporation and the Bank are
referred to together herein as the “Employers”);


          WHEREAS,
the Bank has adopted a Plan of Reorganization from Mutual Savings Bank to
Mutual Holding Company and a Plan of Stock Issuance pursuant to which the Bank
will reorganize from its current structure as a mutual savings bank to the
mutual holding company structure, with the Bank to become a wholly owned
subsidiary of the Corporation (the “Reorganization”);


          WHEREAS,
the Employers desire to assure themselves of the continued availability of the
Executive’s services as provided in this Agreement; and


          WHEREAS,
the Executive is willing to serve the Employers on the terms and conditions
hereinafter set forth;


          NOW
THEREFORE, in consideration of the mutual agreements herein contained, and upon
the other terms and conditions hereinafter provided, the Employers and the
Executive hereby agree as follows:


          1. Definitions. The following words and
terms shall have the meanings set forth below for the purposes of this
Agreement:


          (a)
Annual Compensation. The
Executive’s “Annual Compensation” for purposes of determining severance payable
under this Agreement shall be deemed to mean the sum of (i) the annual rate of
Base Salary as of the Date of Termination, and (ii) the cash bonus, if any,
earned by the Executive for the calendar year immediately preceding the year in
which the Date of Termination occurs.


          (b)
Base Salary. “Base Salary” shall
have the meaning set forth in Section 3(a) hereof.







          (c)
Cause. Termination of the
Executive’s employment for “Cause” shall mean termination because of personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order or material breach of any
provision of this Agreement.


          (d)
Change in Control. “Change in
Control” shall mean a change in the
ownership of the Corporation or the Bank, a change in the effective control of
the Corporation or the Bank or a change in the ownership of a substantial
portion of the assets of the Corporation or the Bank, in each case as provided
under Section 409A of the Code and the regulations thereunder, provided that
neither the Reorganization nor any increase in the ownership of the Corporation
by Malvern Federal Mutual Holding Company shall be deemed to constitute a
Change in Control.


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


          (f)
Date of Termination. “Date of
Termination” shall mean (i) if the Executive’s employment is terminated for
Cause, the date on which the Notice of Termination is given, and (ii) if the
Executive’s employment is terminated for any other reason, the date specified
in such Notice of Termination.


          (g)
Disability. “Disability” shall
mean the Executive (i) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous period
of not less than 12 months, or (ii) is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the Employers.


          (h)
Effective Date. “Effective Date”
shall mean the date on which the Reorganization is completed.


          (i)
ERISA. “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.


          (j)
Good Reason. “Good Reason” means
the occurrence of any of the following conditions:


	
  

 	
  

 
	
  

 	
           (i)
 any material breach of this Agreement by the Employers, including without
 limitation any of the following: (A) a material diminution in the Executive’s
 base compensation, (B) a material diminution in the Executive’s authority,
 duties or responsibilities, or (C) any requirement that the Executive report
 to a corporate officer or employee of the Employers instead of reporting
 directly to the Boards of Directors of the Employers, or

 



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           (ii)
 any material change in the geographic location at which the Executive must
 perform his services under this Agreement;

 



provided, however, that prior to any termination of
employment for Good Reason, the Executive must first provide written notice to
the Employers within ninety (90) days of the initial existence of the
condition, describing the existence of such condition, and the Employers shall
thereafter have the right to remedy the condition within thirty (30) days of
the date the Employers received the written notice from the Executive. If the
Employers remedy the condition within such thirty (30) cure period, then no
Good Reason shall be deemed to exist with respect to such condition. If the
Employers do not remedy the condition within such thirty (30) day cure period,
then the Executive may deliver a Notice of Termination for Good Reason at any
time within sixty (60) days following the expiration of such cure period.


          (k)
IRS. IRS shall mean the Internal
Revenue Service.


          (l)
Notice of Termination. Any
purported termination of the Executive’s employment by the Employers for any
reason, including without limitation for Cause, Disability or Retirement, or by
the Executive for any reason, including without limitation for Good Reason,
shall be communicated by a written “Notice of Termination” to the other party
hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a
dated notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated, (iii) specifies a Date of
Termination, which shall be effective immediately if the Employers terminate
the Executive’s employment for Cause, and (iv) is given in the manner specified
in Section 10 hereof.


          (m)
Retirement. “Retirement” shall means voluntary termination by the Executive
which constitutes a retirement, including early retirement, under the Bank’s
401(k) plan. 


          2. Term
of Employment and Duties.


          (a)
The Employers hereby employ the Executive as the President and Chief Executive
Officer and the Executive hereby accepts said employment and agrees to render
such services to the Employers on the terms and conditions set forth in this
Agreement. The term of employment under this Agreement shall be for three years
commencing on the Effective Date. Upon approval of the Board of Directors of
each of the Employers, the term of employment shall extend for an additional
year on each annual anniversary of the Effective Date such that at any time the
remaining term of this Agreement shall be from two to three years in the
absence of notice to the contrary. Prior to each annual anniversary of the
Effective Date, the Board of Directors of each of the Employers shall consider
and review (after taking into account all relevant factors, including the
Executive’s performance hereunder) an extension of the term of this Agreement,
and the term shall continue to extend on each annual anniversary of the
Effective Date if the Boards of Directors approve such extension unless the
Executive gives written notice to the Employers of the Executive’s election not
to extend the term, with such written notice to be given not less than thirty
(30) days prior to any such anniversary date. If the Board of Directors of
either of the Employers elects not to extend the term, it shall give written
notice of such decision to the Executive not less than thirty (30) days prior
to any such anniversary date. If any party gives timely notice that the term
will not be extended as of any anniversary date, then this Agreement shall
terminate at the conclusion of its remaining term. References herein to the
term of this Agreement shall refer both to the initial term and successive
terms.


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          (b)
Nothing in this Agreement shall be deemed to prohibit the Employers at any time
from terminating the Executive’s employment during the term of this Agreement
for any reason, provided that
the relative rights and obligations of the Employers and the Executive in the
event of any such termination shall be determined under this Agreement.


          (c)
During the term of this Agreement, the Executive shall be responsible for the
day to day operations of the Employers. The Executive shall report directly to
the Boards of Directors of the Employers. In addition, the Executive shall
perform such executive services for the Employers as may be consistent with his
titles and from time to time assigned to him by the Boards of Directors of the
Employers.


          3. Compensation
and Benefits.


          (a)
The Employers shall compensate and pay the Executive for his services during
the term of this Agreement at a minimum base salary of $__________ per year
(“Base Salary”), which may be increased from time to time in such amounts as
may be mutually determined by the Boards of Directors of the Employers and may
not be decreased without the Executive’s express written consent. In addition
to his Base Salary, the Executive shall be entitled to receive during the term
of this Agreement such bonus payments as may be determined by the Boards of
Directors of the Employers.


          (b)
During the term of this Agreement, the Executive shall be entitled to
participate in and receive the benefits of any pension or other retirement
benefit plan, profit sharing, stock option, employee stock ownership, or other
plans, benefits and privileges given to employees and executives of the
Employers, to the extent commensurate with his then duties and
responsibilities, as fixed by the Boards of Directors of the Employers. The
Employers shall not make any changes in such plans, benefits or privileges
which would adversely affect the Executive’s rights or benefits thereunder,
unless such change occurs pursuant to a program applicable to all executive
officers of the Employers and does not result in a proportionately greater
adverse change in the rights of or benefits to the Executive as compared with
any other executive officer of the Employers. Nothing paid to the Executive
under any plan or arrangement presently in effect or made available in the
future shall be deemed to be in lieu of the salary payable to the Executive
pursuant to Section 3(a) hereof.


          (c)
During the term of this Agreement, the Executive shall be entitled to paid
annual vacation in accordance with the policies as established from time to
time by the Boards of Directors of the Employers. The Executive shall not be
entitled to receive any additional compensation from the Employers for failure
to take a vacation, nor shall the Executive be able to accumulate unused
vacation time from one year to the next, except to the extent authorized by the
Boards of Directors of the Employers.


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          (d)
The Executive’s compensation, benefits, severance and expenses shall be paid by
the Corporation and the Bank in the same proportion as the time and services
actually expended by the Executive on behalf of each respective Employer;
provided, however, that if the Executive devotes less than 10% of his time to
the Corporation, all of such amounts shall be paid by the Bank. No provision
contained in this Agreement shall require the Bank to pay any portion of the
Executive’s compensation, benefits, severance and expenses required to be paid
by the Corporation pursuant to this Agreement.


          4. Expenses.
The Employers shall reimburse the Executive or otherwise provide for or pay for
all reasonable expenses incurred by the Executive in furtherance of or in
connection with the business of the Employers, including, but not by way of
limitation, automobile expenses and traveling expenses, and all reasonable
entertainment expenses (whether incurred at the Executive’s residence, while
traveling or otherwise), subject to such reasonable documentation and policies
as may be established by the Boards of Directors of the Employers. If such
expenses are paid in the first instance by the Executive, the Employers shall
reimburse the Executive therefor.


          5. Termination.


          (a)
The Employers shall have the right, at any time upon prior Notice of
Termination, to terminate the Executive’s employment hereunder for any reason,
including without limitation termination for Cause, Disability or Retirement,
and the Executive shall have the right, upon prior Notice of Termination, to
terminate his employment hereunder for any reason.


          (b)
In the event that (i) the Executive’s employment is terminated by the Employers
for Cause or (ii) the Executive terminates his employment hereunder other than
for Disability, Retirement, death or Good Reason, the Executive shall have no
right pursuant to this Agreement to compensation or other benefits for any
period after the applicable Date of Termination.


          (c)
In the event that the Executive’s employment is terminated as a result of
Disability, Retirement or the Executive’s death during the term of this
Agreement, the Executive shall have no right pursuant to this Agreement to
compensation or other benefits for any period after the applicable Date of
Termination.


          (d)
In the event that prior to a Change in Control (i) the Executive’s employment
is terminated by the Employers for other than Cause, Disability, Retirement or
the Executive’s death or (ii) such employment is terminated by the Executive
for Good Reason, then the Employers shall:


          (A)
pay to the Executive, in a lump sum as of the Date of Termination, a cash
severance amount equal to two (2) times his Base Salary, and


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          (B)
maintain and provide for a period ending at the earlier of (i) twenty-four (24)
months after the Date of Termination or (ii) the date of the Executive’s
full-time employment by another employer (provided that the Executive is
entitled under the terms of such employment to benefits substantially similar
to those described in this subparagraph (B)), at no cost to the Executive, the
continued participation of the Executive and his dependents in all group
insurance, life insurance, health and accident insurance, and disability
insurance offered by the Employers in which the Executive and his dependents
were participating immediately prior to the Date of Termination, subject to
compliance with Section 5(f) below.


          (e)
In the event that either concurrently with or following a Change in Control (i)
the Executive’s employment is terminated by the Employers for other than Cause,
Disability, Retirement or the Executive’s death or (ii) such employment is
terminated by the Executive for Good Reason, then the Employers shall, subject
to the provisions of Section 6 hereof, if applicable,


          (A)
pay to the Executive, in a lump sum as of the Date of Termination, a cash
severance amount equal to three (3) times his Annual Compensation, and


          (B)
maintain and provide for a period ending at the earlier of (i) thirty-six (36)
months after the Date of Termination or (ii) the date of the Executive’s
full-time employment by another employer (provided that the Executive is
entitled under the terms of such employment to benefits substantially similar
to those described in this subparagraph (B)), at no cost to the Executive, the
continued participation of the Executive and his dependents in all group
insurance, life insurance, health and accident insurance, and disability
insurance offered by the Employers in which the Executive and his dependents
were participating immediately prior to the Date of Termination, subject to
compliance with Section 5(f) below.


          (f)
Any insurance premiums payable by the Employers or any successors pursuant to
this Section 5 shall be payable at such times and in such amounts (except that
the Employers shall also pay any employee portion of the premiums) as if the
Executive was still an employee of the Employers, subject to any increases in
such amounts imposed by the insurance company or COBRA, and the amount of insurance
premiums required to be paid by the Employers in any taxable year shall not
affect the amount of insurance premiums required to be paid by the Employers in
any other taxable year; provided, however,
that if the Executive’s participation in any group insurance plan is barred,
the Employers shall either arrange to provide the Executive with insurance
benefits substantially similar to those which the Executive was entitled to
receive under such group insurance plan or, if such coverage cannot be
obtained, pay a lump sum cash equivalency amount within thirty (30) days
following the Date of Termination based on the annualized rate of premiums
being paid by the Employers as of the Date of Termination.


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          6. Limitation
of Benefits under Certain Circumstances. If the payments and
benefits pursuant to Section 5 hereof, either alone or together with other
payments and benefits which the Executive has the right to receive from the
Employers, would constitute a “parachute payment” under Section 280G of the Code,
then the payments and benefits payable by the Employers pursuant to Section 5
hereof shall be reduced by the minimum amount necessary to result in no portion
of the payments and benefits payable by the Employers under Section 5 being
non-deductible to the Employers pursuant to Section 280G of the Code and
subject to the excise tax imposed under Section 4999 of the Code. In no event
shall the payments and benefits payable under Section 5 exceed three times the
Executive’s average taxable income from the Employers for the five calendar
years preceding the year in which the Date of Termination occurs, with any
benefits to be provided subsequent to the Date of Termination to be discounted
to present value in accordance with Section 280G of the Code. If the payments
and benefits under Section 5 are required to be reduced, the cash severance
shall be reduced first, followed by a reduction in the fringe benefits. The
determination of any reduction in the payments and benefits to be made pursuant
to Section 5 shall be based upon the opinion of independent tax counsel
selected by the Employers and paid by the Employers. Such counsel shall
promptly prepare the foregoing opinion, but in no event later than thirty (30)
days from the Date of Termination, and may use such actuaries as such counsel
deems necessary or advisable for the purpose. Nothing contained in this Section
6 shall result in a reduction of any payments or benefits to which the
Executive may be entitled upon termination of employment under any circumstances
other than as specified in this Section 6, or a reduction in the payments and
benefits specified in Section 5 below zero.


          7. Mitigation;
Exclusivity of Benefits.


          (a)
The Executive shall not be required to mitigate the amount of any benefits
hereunder by seeking other employment or otherwise, nor shall the amount of any
such benefits be reduced by any compensation earned by the Executive as a
result of employment by another employer after the Date of Termination or
otherwise, except as set forth in Sections 5(d)(B) and 5(e)(B) above.


          (b)
The specific arrangements referred to herein are not intended to exclude any
other benefits which may be available to the Executive upon a termination of
employment with the Employers pursuant to employee benefit plans of the
Employers or otherwise.


          8. Withholding.
All payments required to be made by the Employers hereunder to the Executive
shall be subject to the withholding of such amounts, if any, relating to tax
and other payroll deductions as the Employers shall determine are required to
be withheld pursuant to any applicable law or regulation.


          9. Assignability. The Employers may assign
this Agreement and their rights and obligations hereunder in whole, but not in
part, to any corporation, bank or other entity with or into which the Employers
may hereafter merge or consolidate or to which the Employers may transfer all
or substantially all of their assets, if in any such case said corporation,
bank or other entity shall by operation of law or expressly in writing assume
all obligations of the Employers hereunder as fully as if it had been
originally made a party hereto, but may not otherwise assign this Agreement or
their rights and obligations hereunder. The Executive may not assign or
transfer this Agreement or any rights or obligations hereunder.


          10. Notice.
For the purposes of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by certified or registered mail,
return receipt requested, postage prepaid, addressed to the respective
addresses set forth below:


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To the Bank:

	
 

	
Secretary


	
 

	
 

	
 

	
Malvern Federal Savings Bank

  42 East Lancaster Avenue

  Paoli, Pennsylvania 19301


	
 

	
 

	
 

	
 


	
 

	
To the Corporation:

	
 

	
Secretary


	
 

	
 

	
 

	
Malvern Federal Bancorp, Inc.

  42 East Lancaster Avenue

  Paoli, Pennsylvania 19301


	
 

	
 

	
 

	
 


	
 

	
To the Executive:

	
 

	
Ronald Anderson


	
 

	
 

	
 

	
At the address last appearing on

  the personnel records of the Employers





          11.
Amendment; Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Executive and such officer or officers as
may be specifically designated by the Boards of Directors of the Employers to
sign on their behalf. No waiver by any party hereto at any time of any breach
by any 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. In addition, notwithstanding anything in this Agreement to the
contrary, the Employers may amend in good faith any terms of this Agreement,
including retroactively, in order to comply with Section 409A of the Code.


          12.
Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the United
States where applicable and otherwise by the substantive laws of the
Commonwealth of Pennsylvania.


          13. Nature
of Obligations. Nothing contained herein shall create or require the
Employers to create a trust of any kind to fund any benefits which may be
payable hereunder, and to the extent that the Executive acquires a right to
receive benefits from the Employers hereunder, such right shall be no greater
than the right of any unsecured general creditor of the Employers.


          14.
Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


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


          16.
Changes
in Statutes or Regulations. If any statutory or regulatory provision
referenced herein is subsequently changed or re-numbered, or is replaced by a
separate provision, then the references in this Agreement to such statutory or
regulatory provision shall be deemed to be a reference to such section as
amended, re-numbered or replaced.


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          17.
Counterparts. This Agreement may be executed in one 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.


          18.
Regulatory Actions. The following provisions shall be applicable to
the parties to the extent that they are required to be included in employment
agreements between a savings bank and its employees pursuant to Section
563.39(b) of the Office of Thrift Supervision (“OTS”) Rules and Regulations, 12
C.F.R. §563.39(b), or any successor thereto, and shall be controlling in the
event of a conflict with any other provision of this Agreement, including
without limitation Section 5 hereof.


          (a)
If the Executive is suspended from office and/or temporarily prohibited from
participating in the conduct of the Bank’s affairs pursuant to notice served
under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit Insurance Act
(“FDIA”)(12 U.S.C. §§1818(e)(3) and 1818(g)(1)), the Bank’s obligations 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 Bank
may, in its discretion: (i) pay the Executive all or part of the compensation
withheld while its obligations under this Agreement were suspended, and (ii)
reinstate (in whole or in part) any of its obligations which were suspended.


          (b)
If the Executive is removed from office and/or permanently prohibited from
participating in the conduct of the Bank’s affairs by an order issued under
Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C. §§1818(e)(4) and
(g)(1)), all obligations of the Bank under this Agreement shall terminate as of
the effective date of the order, but vested rights of the Executive and the
Bank as of the date of termination shall not be affected.


          (c)
If the Bank is in default, as defined in Section 3(x)(1) of the FDIA (12 U.S.C.
§1813(x)(1)), all obligations under this Agreement shall terminate as of the
date of default, but vested rights of the Executive and the Bank as of the date
of termination shall not be affected.


          (d)
All obligations under this Agreement shall be terminated pursuant to 12 C.F.R.
§563.39(b)(5), except to the extent that it is determined that continuation of
the Agreement for the continued operation of the Bank is necessary: (i) by the
Director of the OTS, or his/her designee, at the time the Federal Deposit
Insurance Corporation (“FDIC”) enters into an agreement to provide assistance
to or on behalf of the Bank under the authority contained in Section 13(c) of
the FDIA (12 U.S.C. §1823(c)); or (ii) by the Director of the OTS, or his/her
designee, at the time the Director or his/her designee approves a supervisory
merger to resolve problems related to operation of the Bank or when the Bank is
determined by the Director of the OTS to be in an unsafe or unsound condition,
but vested rights of the Executive and the Employers as of the date of
termination shall not be affected.


          19.
Regulatory Prohibition. Notwithstanding any other provision of this
Agreement to the contrary, any payments made to the Executive pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their compliance
with Section 18(k) of the FDIA (12 U.S.C. §1828(k)) and 12 C.F.R. Part 359.


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          20. Entire
Agreement. This Agreement embodies the entire agreement between the
Employers and the Executive with respect to the matters agreed to herein. All
prior agreements between the Employers and the Executive with respect to the
matters agreed to herein are hereby superseded and shall have no force or
effect.


          IN
WITNESS WHEREOF, this Agreement has been executed as of the date first written
above.


	
 

	
 

	
 


	
Attest:

	
MALVERN
  FEDERAL BANCORP, INC.


	
 

	
 


	
 

	
By:


	


	
 

	



	
Shirley Stanke

	
 

	
F. Claire Hughes, Jr.


	
Corporate Secretary

	
 

	
Chairman of the Board


	
 

	
 


	
Attest:

	
MALVERN
  FEDERAL SAVINGS BANK


	
 

	
 


	
 

	
By:

	
 


	


	
 

	



	
Shirley Stanke

	
 

	
F. Claire Hughes, Jr.


	
Corporate Secretary

	
 

	
Chairman of the Board


	
 

	
 


	
 

	
EXECUTIVE


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Ronald Anderson





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