Award Agreement, dated as of April 26, 2017 for grant of restricted stock units to Wayne-Kent A. Bradshaw pursuant to Broadway Financial Corporation 2008 Long Term Incentive Plan

EX-10.8 5 a2238270zex-10_8.htm EX-10.8

Exhibit 10.8

rantee: Wayne-Kent/"\. Bradshaw ./ umber of Restricted Stock Units: 129,270 ate of Grant: April 26, 2017 BROADWAY FINANCIAL CORPORATION 2017 CASH-SETTLED TARP RSU AWARD AGREEMENT Broadway Financial Corporation (the "Company") hereby grants an award of tled TARP restricted stock units ("RSUs") to the Grantee named above. The n SUs subject to this Agreement (the "Award") is set forth above. Each RSU stitutes an unfunded and unsecured promise of the Company to deliver to you, se to be delivered to you, subject to the terms of this Agreement, cash equal to r Market Value of one share of Common Stock on the applicable Payout Date ( ned below), or promptly thereafter, as provided herein. The Company is currently a participant in the Capital Purchase Program, eloped pursuant to the United States Department of Treasury's Troubled Asse ief Program ("TARP") under the Emergency Economic Stabilization Act of 2008 ended. To the extent that, with respect to this Award, the Grantee is subject to t rictions of Section 30.10 of 31 C.F.R. part 30, an interim final regulation promul he United States Department of Treasury ("Treasury") governing executive pensation for recipients of financial assistance under TARP, and the guidance ted thereto (the "TARP Rules"), this Award is, and shall be intended to satisfy t uirements for and qualify as, an award of "long term restricted stock" as defined P Rules, and this Agreement shall be interpreted and construed in accordance ewith. 1. Acceptance of Award. The Grantee shall have no rights with respect to this rd unless Grantee shall have accepted this Award by signing a copy of this Aw eement and delivering the signed copy to the Company. 2. Restrictions and Conditions. No payment shall be made in respect of any ss (x) the RSU is vested, and (y) such payment is permitted by the TARP Rule 3. Vesting of RSUs. To the extent not previously forfeited, the RSUs shall ves become nonforfeitable on the earlier of (i) the second anniversary of the Date nt, (ii) the Grantee's de th or permanent disability (as defined in the Grantee's loyment agreement with the Company), or (iii) the Grantee's termination of loyment by the Company (including its subsidiaries or any successor) without se or by the Grantee for Good Reason (as Cause and Good Reason are define Grantee's employment agreement with the Company) within two years followin nge in Control; provided, however, that the Change in Control-related vesting ided for in this clause (iii) shall not apply at any time that such vesting would no


not vest upon such temunation pursuant to clause (ii) or (iii) OJ Lhe preceding sentence) shall be immediately forfeited. For purposes of this Agreement, and notwithstanding any provision in the Grantee's employment agreement with the Company to the contrary, the term "Change in Control" means, with respect to the Company, a change in control within the meaning of Treasury Regulations Section 1.280G-1Q&A 27-29 or Section 1.409A-3(i}(5)(i). 4. Payment. Once vested, the RSUs shall become payable on the later of (x) the vesting date or (y) notwithstanding anything herein to the contrary, but only to the extent the Grantee is subject to the restrictions of Section 30.10 of the TARP Rules with respect to this Award, the time permitted under the following schedule (except to the extent provided below or as necessary to reflect a merger or acquisition of the Company (within the meaning of the TARP Rules)): (i) 25 percent of the RSUs at the time of repayment of 25 percent of the aggregate financial assistance received by the Company from Treasury under TARP; (ii) an additional 25 percent of the RSUs granted (for an aggregate total of 50 percent of the RSUs) at the time of repayment of 50 percent of the aggregate financial assistance received by the Company from Treasury under TARP; (iii) an additional 25 percent of the RSUs granted (for an aggregate total of 75 percent of the shares of RSUs granted) at the time of repayment of 75 percent of the aggregate financial assistance received by the Company from Treasury under TARP; and (iv) the remainder of the RSUs granted at the time of repayment of 100 percent of the aggregate financial assistance received by the Company from Treasury under TARP (such date and each of the other payment dates set forth in this Section 4 being referred to herein as a "Payout Date"). Notwithstanding the forgoing, with respect to any employment taxes or other federal, state, local or foreign taxes are anticipated to apply in respect of the vesting of your RSUs, the Company may accelerate the payout of vested RSUs under this Agreement n order to satisfy such taxes in accordance with the TARP Rules. Any payment for such purposes shall not count toward the percentages in the schedule above. Vested RSUs shall be paid to you in cash on or promptly following the later of the applicable vesting date or Payout Date, and in any case within 30 days of such pplicable Payout Date, provided, however, that any payment made following your eath shall be paid to the representative of your estate. 5. 2008 Plan Not Applicable. This award of RSUs is a freestanding award and is ot subject to the terms of the Company's 2008 Long-Term Incentive Plan (the "2008 lan"). 6. Transferability. This Agreement is personal to the Grantee, is non-assignable nd is not transferable in any manner, by operation of law or otherwise, other than (i) by ill or the laws of descent and distribution or (ii) pursuant to an order issued under state omestic relations laws.


7. Tax Withholding. The Grantee shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, incurred in connection with your Award. Unless the Grantee otherwise directs or the Company otherwise elects, the Company will satisfy applicable tax withholdings and make applicable deductions from cash (if any) paid in respect of the RSUs at the time the applicable tax withholding obligation arises. In the alternative, the Grantee may remit (or the Company may elect to require the Grantee to remit) cash to the Company (through payroll deduction or otherwise), in each case in an amount sufficient in the opinion of the Company to satisfy such withholding obligation. 8. TARP Restrictions. Payments pursuant to this Award Agreement are subject to applicable regulations issued by the U.S. Department of the Treasury and applicable requirements of agreements between the Company and the U.S. government, including, without limitation, the TARP Rules as the same are in effect from time to time. The Grantee may receive compensation under this Agreement only to the extent that it is consistent with those regulations and requirements. 9. Section 409A. The RSUs are intended to be exempt from Section 409A as short-term deferrals under the guidance provided in the TARP Rules. 10. Committee Discretion. The Committee shall have full discretion with respect to he interpretation of this Agreement and any actions to be taken or determinations to be made in connection with this Agreement, and its interpretations, actions and eterminations shall be final, binding and conclusive. 11. Dividend Equivalents. The RSUs will be credited with dividend equivalents qual to amount of cash dividend payments that would otherwise have been paid if the hares of Common Stock represented by the RSUs (including deemed reinvested dditional shares attributable to the RSUs pursuant to this paragraph) were actually utstanding. These dividend equivalents will be deemed to be reinvested in additional hares of Common Stock determined by dividing the deemed cash dividend amount by he Fair Market Value of a share of Common Stock on the applicable dividend payment ate. Such credited amounts will be added to the RSUs and will vest or be forfeited in ccordance with Section 3 based on the vesting or forfeiture of the initial RSUs to which hey are attributable. 12. Adjustment. The Committee shall, in its sole discretion, equitably adjust the erms of this Award to preserve the benefits or potential benefits intended to be made vailable to the Grantee for any increase or decrease in the number of issued shares of ommon Stock resulting from a recapitalization, spin-off, split-off, stock split, stock ividend, combination or exchange of shares of Common Stock, merger, consolidation, ghts offering, separation, reorganization or liquidation, or any other change in the orporate structure or shares of the Company. 13. No Obligation to Continue Employment. Neither the Company nor any ubsidiary is obligated by or as a result of this Agreement to continue the Grantee in mployment and this Agreement shall not interfere in any way with the right of the ompany or any Subsidiary to terminate the employment of the Grantee at any time. 14. Notices. Notices hereunder shall be mailed or delivered to the Company at its incipal place of business and shall be mailed or delivered to the Grantee at the


address on file with the l,.;Ompany or, in either case, at such otner address as one party may subsequently furnish to the other party in writing. 15. Force and Effect. The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions. 16. Successors. This Agreement shall be binding upon and inure to the benefit of the successors, assigns and heirs of the respective parties hereto. 17. Applicable Law. The provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflict of law provisions of any jurisdiction. 18. Counterparts. This Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument. 19. Entire Agreement: Amendment: Waiver. This Agreement contains the entire understanding of the parties hereto. No provision set forth in this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Committee and shall be agreed to in writing, signed by the Grantee and by an officer of the Company duly authorized to do so; provided, however, that the Grantee expressly agrees that, notwithstanding anything in this Agreement to the contrary, the Company may unilaterally amend or modify this Agreement if required for he Company to comply with its obligations under TARP, whether currently existing or hereinafter enacted or promulgated, to the extent they affect this Agreement. No waiver by either party of any default under this Agreement shall be deemed a waiver of any ater default. 20. Certain Definitions. "Committee" means the compensation committee of the Company's Board of Directors (and any successor thereto) or, if none, the Company's Board of Directors. "Common Stock" means shares of common stock, $0.01 par value, of the Company. "Fair Market Value" shall have the same meaning as that given to such term in he 2008 Plan. * * * * * * * * * [signature page to follow]


The foregoing Agreement is hereby accepted and the terms and conditions thereof are hereby agreed to by the undersigned. ,e. J-1-Z.b-,., Dated: -----------------------Grantee's Signature Wayne-Kent A. Bradshaw Grantee's Name


$ $ $ $ 420,000 18,000 1,200 9,000 ase Salary ar Allowance ell Allowance ub Allowance $ 12,000 1-K Match $ $ 460,200 230,100 ($460,200/2) stricted Stock Award tal Compensation 33% $ 690,300 $ ck Price (based on today's closing) 1.78 stricted Stock Units ($230,100/$1.77) 129,270