TERMINATION AGREEMENT
Exhibit 10.1
THIS TERMINATION AGREEMENT (the “Agreement”), dated this 25th day of November 2014, is by and among Malvern Bancorp, Inc. (the “Company”) and Malvern Federal Savings Bank (the “Bank,” and collectively with the Company, “Malvern”), Xxxxxxxx Value Partners VI, L.P. (“Xxxxxxxx Value Partners”), Xxxxxxxx Activist Fund, L.P. (“Activist Fund”), Xxxxxxxx Activist Investments, L.P. (“Activist Investments”), Xxxxxxxx Associates, L.P. (“Associates”), Xxxxxxxx Partners, L.P., Xxxxxxxx Value LLC and Xxxxxx Xxxxxxxx, an individual (collectively, the “Xxxxxxxx Group,” and individually, a “Xxxxxxxx Group Member”), Xxxx X. X’Xxxxx, an individual, and Xxxxx X. Xxxxxx, an individual.
WHEREAS, Malvern, the Xxxxxxxx Group and Messrs. X’Xxxxx and Kanter previously entered into a Standstill Agreement, dated as of October 15, 2013 (the “Standstill Agreement”); and
WHEREAS, the parties believe that it is in their mutual interests to terminate the Standstill Agreement.
NOW, THEREFORE, the parties, intending to be legally bound hereby, hereto agree as follows:
1. As of the date hereof, the Standstill Agreement shall be, and hereby is, terminated in its entirety and shall be of no further force or effect.
2. Unless applicable federal law or regulation is deemed controlling, Pennsylvania law shall govern the construction and enforceability of this Agreement. Any and all actions concerning any dispute arising hereunder shall be filed and maintained in the United States District Court for the Eastern District of Pennsylvania or, if there is no basis for federal jurisdiction, in the Xxxxxxx County Court of Common Pleas.
3. If any term, provision, covenant or restriction of this Agreement is held by any governmental authority or a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
4. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the successors and assigns, and transferees by operation of law, of the parties. Except as otherwise expressly provided, this Agreement shall not inure to the benefit of, be enforceable by or create any right or cause of action in any person, including any shareholder of the Company, other than the parties to the Agreement.
5. This Agreement may be executed in any number of counterparts and by the parties in separate counterparts, and signature pages may be delivered by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
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XXXXXXXX VALUE PARTNERS VI, L.P. | ||||||
By:
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Xxxxxxxx Value LLC | XXXXXX XXXXXXXX | ||||
General Partner
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By: | /s/ Xxxxxx Xxxxxxxx | /s/ Xxxxxx Xxxxxxxx | ||||
Xxxxxx Xxxxxxxx | Xxxxxx Xxxxxxxx | |||||
Managing Member | ||||||
XXXXXXXX ACTIVIST INVESTMENTS, L.P.
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By: | Xxxxxxxx Value LLC | XXXX X. X’XXXXX | ||||
General Partner | ||||||
By: | /s/ Xxxxxx Xxxxxxxx | /s/ Xxxx X.X’Xxxxx | ||||
Xxxxxx Xxxxxxxx | Xxxx X. X’Xxxxx | |||||
Managing Member | ||||||
XXXXXXXX PARTNERS, L.P. | ||||||
By: | /s/ Xxxxxx Xxxxxxxx | XXXXX X. XXXXXX | ||||
Xxxxxx Xxxxxxxx | ||||||
General Partner | ||||||
XXXXXXXX VALUE LLC | /s/ Xxxxx X. Xxxxxx | |||||
Xxxxx X. Xxxxxx | ||||||
By: | /s/ Xxxxxx Xxxxxxxx | |||||
Xxxxxx Xxxxxxxx | ||||||
Managing Member | ||||||
XXXXXXXX ACTIVIST FUND, L.P. | MALVERN BANCORP, INC. | |||||
By: | Xxxxxxxx Value LLC | |||||
General Partner | By: | /s/ Xxxxxxx X. Xxxxxxx | ||||
Xxxxxxx X. Xxxxxxx | ||||||
President and Chief Executive Officer | ||||||
By: | /s/Xxxxxx Xxxxxxxx | |||||
Xxxxxx Xxxxxxxx | ||||||
Managing Member | ||||||
XXXXXXXX ASSOCIATES, L.P. | MALVERN FEDERAL SAVINGS BANK | |||||
By: | Xxxxxxxx Value LLC | |||||
By: | /s/ Xxxxxx Xxxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Xxxxxx Xxxxxxxx | Xxxxxxx X. Xxxxxxx | |||||
Managing Member | President and Chief Executive Officer |
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