CHANGE OF CONTROL AGREEMENT


 


THIS CHANGE
OF CONTROL AGREEMENT (this "Agreement"), is made on this 23rd
day of May, 2016, by and between Malvern Federal Savings Bank (the
"Company") and William Boylan (the "Employee").


 


WHEREAS,
the Employee serves as an employee of the Company; and


 


WHEREAS, the Company and the Employee desire to enter into this Agreement
to establish certain protections for the Employee in the event of Employee's termination of employment under the circumstances
described herein; and


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual covenants and promises contained herein, and intending to be bound hereby, the
parties agree as follows:


 


SECTION
1Definitions. As used herein:


 


1.1.           
"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 Company has any direct ownership interest shall be treated as an Affiliate of the
Company.


 


1.2.           
"Base Salary"
means, as of any given date, the annual base rate of salary payable to the Employee by the Company, as then in effect; provided,
however, that in the case of a resignation by the Employee for the Good Reason described in Section 1.9.3,
"Base Salary" will mean the annual base rate of salary payable to the Employee by
the Company, as in effect immediately prior to the reduction giving rise to the Good Reason.


 


1.3.          
"Board" means the Board of Directors of the Company.


 


1.4.           
"Cause" means (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 Company or its Affiliates public disgrace or disrepute, or
adversely affects the Company's or its Affiliates' operations or financial performance or the relationship the Company has with
its Affiliates, (ii) gross negligence or willful misconduct with respect to the Company or any of its Affiliates, includi ng,
without limitation fraud, embezzlement, theft or proven dishonesty in the course of his employment; (iii) alcohol abuse or use
of controlled substances (other than prescription drugs taken in accordance with a physician's prescription); (iv) refusal or
failure to perform any material obligation or fulfill any duty (other than any duty or obligation of the type described in clause
(vi) below) to the Company or any of its Affiliates, which failure or refusal is not cured within 10
days after delivery of written notice thereof; (v) material breach of any agreement with or duty owed to the Company or
any of its Affiliates; or (vi) any breach of any obligation or duty to the Company or any of its Affiliates (whether arising by
statute, common law, contract or otherwise) relating to confidentiality, noncompetition, nonsolicitation or proprietary rights.


 


 




    	 



    	 



    

 


1.5.            "Change
of Control" means, with respect to
the Company: (i) any entity, person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities
Exchange Act of 1934, as amended), other than (1) the Company, (2) any of its Affiliates, (3) any employee benefit plan (or
related trust) sponsored or maintained by the Company or any of its Affiliates or (4) any shareholder of the Company as of
the effective date of this agreement, shall have acquired beneficial ownership of, or shall have acquired voting control
over, 50% or more of the outstanding capital stock entitled to vote in the election of directors of the Company (on a fully
diluted basis), unless the transaction pursuant to which such person, entity or group acquired such beneficial ownership or
control resulted from the original issuance by the Company of shares of its voting capital stock; (ii) a consolidation, share
exchange, reorganization or merger of the Company resulting in the stockholders of the Company immediately prior to such
event not owning at least a majority of the voting power of the resulting entity's securities outstanding immediately
following such event or, if the resulting entity is a direct or indirect subsidiary of the entity whose securities are issued
in such transaction(s), the voting power of such issuing entity's securities outstanding immediately following such event; or
(iii) the sale or other disposition of all or substantially all the assets of the Company (other than a transfer of financial
assets made in the ordinary course of business for the purpose of secutitization or any similar purpose). For the avoidance
of doubt, a transaction 01 a series ofrelated transactions will not
constitute a Change of Control if such transaction(s) result(s) in the Company, any successor to the Company, or any
successor to the Company's business, being controlled, directly or indirectly, by the same Person or Persons who controlled
the Company, directly or indirectly, immediately before such transaction(s).


 


1.6.           
"Code" means Internal Revenue Code of 1986, as amended.


 


1.7.          
"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.


 


1.8.          
"Disability"
means a condition entitling the Employee to benefits under the Company's long term disability
plan, policy or arrangement; provided, however, that if no such plan, policy or arrangement is then maintained by the Company
and applicable to the Employee, "Disability" will mean the Employee's inability, by reason of any physical or mental
impairment, to substantially perform Employee's regular duties to the Company, as determined by the Board in its sole discretion
(after affording the Employee the opportunity to present Employee'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.


 


1.9.           
"Good Reason"
means, without the Employee's prior written consent, any of the following:


 





1.9.1.    
a material diminution in the Employee's authorities, duties, titles or responsibilities;


 


1.9.2.     a
relocation of the Employee's principal worksite of more than 50 miles unless such relocation reduces the Employee's
commute to such worksite;


 




    	 



    	 



    

 


		1.9.3.	a reduction of the Employee's Base Salary of ten percent (10%) or more; or



 


		1.9.4.	any material breach by the Company of this Agreement.



 


However, the foregoing events
or conditions will constitute Good Reason only if (A) such event or condition occurs during the period beginning ninety (90) days
immediately preceding a Change of Control and ending twelve (12) months thereafter and (B) the Employee provides the Company with
written objection to the event or condition within 60 days following the occurrence thereof, the Company does not reverse or otherwise
cure the event or condition within 30 days ofreceiving that written objection and the Employee resigns Employee's employment within
30 days following the expiration of that cure period.


 


1.10.      
"Person" means any individual, firm, corporation, partnership, limited liability company, trust, joint
venture, association, governmental entity, unincorporated entity or other entity.


 


1.11.      
"Release" means a release substantially identical
to the one attached hereto as Exhibit A.


 


SECTION 2Certain
Terminations Following a Change of Control.


 


2.1.            
Severance Events Following a Change of
Control.  If
the Employee's employment with
the Company ceases within the twelve (12) month period following the date of a Change of Control as a result of a termination
by the Company without Cause or a resignation by the Employee for Good Reason, then the Employee will be entitled to the following:


 


2.1.1.      (i)
any Base Salary earned 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 bonus payable with respect to
any fiscal year which ended prior to the effective date of the Employee's termination
of employment, which remains unpaid, with such amount paid in the first regularly scheduled payroll date following
the effective date of termination or, if later, at the same time the bonus would have otherwise been payable to the Employee;
and (iii) any expense reimbursement due to the Employee on or prior to the date of such termi nation which remains unpaid to
the Employee, with any such reimbursement being made promptly following the effective date of termination (collectively, the "Accrued Obligations");


 


2.1.2.     
a lump sum cash payment equal to 100% of the Employee's Base Salary as in effect on such date (without taking into effect
any reduction described in Section


1.9.3 above); and


 


2.1.3.     
if the Employee validly elects to receive continuation coverage under the Company's group health plan pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA"), reimbursement of the applicable premium otherwise payable
for COBRA continuation coverage for the twelve (12) 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 Company for the same coverage.




    	 



    	 



    

2.2.           
Severance Events Preceding a Change of Control. Ifthe
Employee's employment with the Company ceases during the ninety (90) days immediately preceding the date of a Change of
Control as a result of a termination by the Company without Cause or a resignation by the Employee for Good Reason, then the Employee
will be entitled to the following:


 


2.2.1.     
the Accrued Obligations;


 


2.2.2.     
a lump sum cash payment to the Employee equal to 100% of the Employee's Base Salary
as in effect on such date (without taking into effect any reduction described in Section 1.9.3 above)[; and


 


2.2.3.     
if the Employee validly elects to receive continuation coverage under the Company's
group health plan pursuant to COBRA, reimbursement of the applicable premium otherwise payable for COBRA continuation coverage
for the twelve (12) 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 Company for the same coverage.


 


Except
as otherwise provided in this Section 2, all compensation and benefits will cease at the time of the Employee's cessation of employment
and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits
described in this Section 2 are in lieu of (and not in addition to) any other severance plan, fund, agreement or other arrangement
maintained by the Company. Notwithstanding any provision of this Agreement, the payments and benefits described in Section 2.1.2
and 2.1.3 or 2.2.2 and 2.2.3 (as applicable) are conditioned on the Employee's execution and delivery to the Company and the expiration
of all applicable statutory revocation periods, by the 60th day following the effective date of his cessation of employment, of
the Release. Subject to Section 2.4, below, the benefits described in Section 2.1.2 and 2.1.3 or 2.2 .2
and 2.2.3 (as applicable) will begin to be paid or provided as soon as administratively practicable after the Release becomes irrevocable,
provided that if the 60 day period described above begins in one taxable year and ends in a second taxable year such payments or
benefits shall not commence until the second taxable year.


 


2.3.           
Other Terminations. Ifthe
Employee's employment with the Company ceases for any reason other than as described in Section 2.1 or 2.2 above (including
but not limited to (a) termination by the Company for Cause, (b) resignation by the Employee without Good Reason, (c) termination
as a result of the Employee's Disability, or (d) the Employee's death), then the Company's obligation to the Employee will be
limited solely to the payment of accrued and unpaid Base Salary through the date of such cessation of employment. All compensation
and benefits will cease at the time of such cessation of employment and, except as otherwise provided by COBRA, the Company will
have no further liability or obligation by reason of such termination.


 


2.4.            Compliance
with Section 409A. Notwithstanding anything to the contrary in this Agreement, no portion of the benefits or payments to b_ made
under Section 2.1.2 and 2.1.3 or 2.2.2 and 2.2.3 (as applicable) hereof will be payable until the Employee has a "separation
from service" from the Company within the meaning of Section 409A of the Code.




    	 



    	 



    

In addition,
to the extent compliance with the requirements of Treas. Reg. § l.409A-3(i)(2) (or any successor provision) is necessary
to avoid the application of an additional tax under Section 409A of the Code to payments due to the Employee upon or
following his "separation from service", then notwithstanding any other provision of this Agreement (or any
otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months
following the Employee's "separation from
service" (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to
the Employee in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the
application of Treas. Reg. § 1.409A-l(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes
of the application of Section 409A of the Code, each payment in a series of payments will be deemed a separate
payment.


 


SECTION 3Parachute Payments.


 


3.1.           The
payments and benefits provided under Section 2 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 the Employee by the Company and its
Affiliates, will result in the Employee being subject to an excise tax under Section 4999 of the Code (the " x:cise
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 2, then the amounts and
benefits payable under Section 2 will be reduced to the minimum extent necessary to maximize the Total After-Tax Payments.
For purposes of this Section 3, "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 the Employee (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 2 is required pursuant to this Section 3, 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 the Employee.


 


3.2.          
All determinations to be made under this Section 3 shall be made by the Company in good faith.


 


3.3.            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 Company should have
been made ("Underpayment") or payments and benefits are made or provided by the Company 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 repaid to the Company by the
Employee within 30 days of such determination, with interest at the applicable Federal rate provided for in Section
7872(f)(2) of the Code. 1n'the event that there is a final
determination by the Internal Revenue Service, or a final determmation by a court of competent jurisdiction, any such
Underpayment shali be promptly paid by the Company to or for the benefit of the Employee together
with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code, within 30 days of such
determination.


 




    	 



    	 



    




 


3.4.           
Employee shall take such action (other than waiving Employee's right to any payments
or benefits) as the Company reasonably requests under the circumstances to mitigate or challenge any tax contemplated by this Section
3.


 


SECTION 4Miscellaneous.


 


4.1.           
Section 409A.


 


4.1.1.      
This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Internal Revenue Code of 1986,
as amended (the "Code").  If
any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions
under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions
will not be imposed. In no event may the Employee, directly or indirectly, designate the calendar year of payment.


 


4.1.2.     
Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind
benefit provided to the Employee does not constitute a "deferral of compensation" within the meaning of Section 409A
of the Code, and its implementing regulations and guidance, (i) the amount of expenses eligible for reimbursement or in-kind benefits
provided to the Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind
benefits provided to the Employee in any other calendar year, (ii) the reimbursements for expenses for which the Employee is entitled
to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable
expense is incurred and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged
for any other benefit.


 


4.2.           
Term of Agreement.
This Agreement shall continue in full force and effect for the duration of the Employee's employment with the Company; provided,
however, that after the termination of the Employee's employment, this Agreement shall remain in effect until all of the obligations
of the parties hereunder are satisfied or have expired.


 


4.3.                
Successors and Assigns. This Agreement
shall inure to the benefit of and be binding upon the Company and Employee and their respective successors, executors, administrators,
heirs and/or permitted assigns; provided, however, that neither Employee nor the Company may make any assignments of this
Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party, except
that, without such consent, the Company may assign this Agreement to any successor to all or substantially all of its assets and
business by means ofliquidation, dissolution, merger, consolidation, transfer of assets, or otherwise.


 


4.4.           
Governing Law.
This Agreement shall be
governed by
and construed in accordance with the laws of
the Commonwealth of
Penn ylvania without regard to the application of the
principles of conflicts of laws.




    	 



    	 



    

 


4.5.            
Waivers;  separability.  The
waiver by either party hereto of any right hereunder or any failure to perform or breach by the other party hereto shall not be
deemed a waiver of any other right hereunder or any other failure or breach by the other party hereto, whether of the same or
a similar nature or otherwise. No waiver shall be deemed to have occurred unless set forth in a writing executed by or on behalf
of the waiving party. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each
such waiver shall operate only as to the specific term or condition waived. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is
held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other
jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.


 


4.6.           
Notices. All notices and communications that are required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given when delivered personally or upon mailing by registered or certified mail, postage
prepaid, return receipt requested, as follows:


 


If to
the Company, to:


 


Malvern Federal Savings
Bank 42 E. Lancaster Ave, Paoli, PA 19301


Attn: Corporate Secretary


 


If to
Employee, to the address on file with the Company,


 


or to such
other address as may be specified in a notice given by one party to the other party hereunder.


 


4.7.           
Entire Agreement; Amendments.
This Agreement contains the entire agreement and understanding of the parties relating to the provision of severance benefits upon
termination in connection with a Change of Control, and merges and supersedes all prior and contemporaneous discussions, agreements
and understandings of every nature relating to that subject.


 


4.8.           
Withholding. The Company will withhold from any payments due to Employee hereunder, all taxes, FICA or other amounts
required to be withheld pursuant to any applicable law.


 


4.9.           
Headings Descriptive.
The headings of sections and paragraphs of this Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement.;


 


4.10.        Counterparts  and Facsimiles.  This
Agreement may be executed, including execution by electronic or facsimile signature, in one or more counterparts, each of
which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.


 


[signature page
follows ]




    	 



    	 



    

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.


 


 


 


 MALVERN
FEDERAL SAVINGS BANK




/s/ Anthony C. Weagley


_______________________________


By: Anthony C. Weagley




Title: President & CEO


 


 


WILLIAM BOYLAN


 


/s/ William Boylan


 _____________________________