Award Agreement, dated as of February 27, 2019 for grant of restricted stock to Wayne-Kent A. Bradshaw pursuant to Broadway Financial Corporation 2018 Long-Term Incentive Plan

EX-10.10 7 a2238270zex-10_10.htm EX-10.10

Exhibit 10.10

overed Shares 194,390 ate of Grant: February 27, 2019 BROADWAY FINANCIAL CORPORATION AWARD AGREEMENT Pursuant to the Broadway Financial Corporation 2018 Long-Term Incentive Plan e "Plan"), Broadway Financial Corporation (the "Company") hereby grants a Full ue Award in the form of restricted stock to the Grantee named above covering 4,390 shares of Common Stock of the Company (the "Award"). Upon acceptance o Award, the Grantee shall receive the number of shares of Stock of the Company ered by the Award, subject to the restrictions and conditions set forth herein and in Plan (the "Restricted Stock"). The Company acknowledges the receipt from the ntee of consideration with respect to the par value of the Stock in the form of cash, t or future services rendered to the Company by the Grantee or such other form of sideration as is acceptable to the Committee. The Company is currently a participant in the Capital Purchase Program, eloped pursuant to the United States Department of Treasury's Troubled Asset ief Program ("TARP") under the Emergency Economic Stabilization Act of 2008, as ended. To the extent that, with respect to this Award, the Grantee is subject to the trictions of Section 30.10 of 31 C.F.R. part 30, an interim final regulation promulgate 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 the uirements for and qualify as an award of "long term restricted stock," as defined the RP 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 Award eement and delivering the signed copy to the Company. Upon acceptance of this rd by the Grantee, the shares of Restricted Stock so accepted shall be issued and by the Company's transfer agent in book entry form, and the Grantee's name shall entered as the stockholder of record on the books of the Company. Thereupon, the ntee shall have all the rights of a stockholder with respect to such shares, including ng and dividend rights, subject, however, to the restrictions and conditions specified aragraph 2 below. 2. Restrictions and Conditions.


transferred, pledged or otherwise encumbered or disposed of by the Grantee pr to vesting. (c) Notwithstanding anything herein or in the Plan to the contrary, but only the extent the Grantee is subject to the restrictions of Section 30.10 of the TAR Rules with respect to this Award, vested shares of the Stock granted hereunder shall not be transferable (as defined in 26 C.F.R. 1.83-3(d)) at any time earlier t 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 meaning of the TARP Rules)): (i) 25 percent of the shares of Stock at the time of repayment of 25 percent of the aggregate financial assistance received by the Company fro Treasury under TARP; (ii) an additional 25 percent of the shares of Stock granted (for an aggregate total of 50 percent of the shares of Stock) at the time of repayme of 50 percent of the aggregate financial assistance received by the Compan from Treasury under TARP; (iii) an additional 25 percent of the shares of Stock granted (for an aggregate total of 75 percent of the shares of Stock granted) at the time of repayment of 75 percent of the aggregate financial assistance received by t Company from Treasury under TARP; and (iv) the remainder of the shares of Stock granted at the time of repaym of 100 percent of the aggregate financial assistance received by the Compa from Treasury under TARP. twithstanding the foregoing, at any time beginning with the date upon which share stricted Stock become vested and ending on December 31 of the calendar year luding such vesting date, a portion of the vested shares of Stock may be made nsferable to the extent reasonably required to pay the Federal, state or local taxes t are anticipated to apply to the income recognized due to such vesting. The ounts made transferable for such purpose shall not count toward the percentages schedule above. 3. Vesting of Restricted Stock. To the extent not previously forfeited, the shares stricted Stock shall vest and become nonforfeitable on the earlier of (i) the second iversary of the Date of Grant, (ii) Grantee's death or permanent disability, or (iii) ntee's termination of employment by the Company (including its subsidiaries or a cessor) within one year following a Change in Control; provided, however, that the ange in Control-based vesting provided for in this clause (iii) shall not apply at any e that such vesting would not be consistent with the requirements of Part 359 of th es and Regulations of the Federal Deposit Insurance Corporation (12 C.F.R. Part ). If Grantee's employment with the Company (including subsidiaries) terminates reason prior to the second anniversary of the Date of Grant, all shares of Restrict ck that are unvested (and that do not vest upon such termination pursuant to clau or (iii) of the preceding sentence) shall be immediately forfeited. For purposes of t eement, the term "Change in Control" means, with respect to the Company, a nge in control within the meaning of Treasury Regulations Section 1.280G-1Q&A


4. Dividends. Dividends on shares of Restricted Stock shall be paid currently to t antee. 5. Incorporation of Plan. Except as otherwise provided herein, this Agreement s subject to and governed by all the terms and conditions of the Plan, including wers of the Committee set forth in the Plan. Capitalized terms in this Agreement t not defined herein shall have the meaning specified in the Plan, unless a differ aning is indicated herein. The terms of the Plan shall not be considered argement of any benefits under this Agreement.In addition, the Award is subjec y rules and regulations promulgated by the Committee. However, any Award subj his Agreement may not in any way be restricted or limited by any Plan amendment mination or by change of Committee rules and regulations approved after the Date ant indicated on the first page hereof without the Award recipient's written consent. 6. Transferability. This Agreement is personal to the Grantee, is non-assignable is not transferable in any manner, by operation of law or otherwise, other than (i) or the laws of descent and distribution or (ii) pursuant to an order issued under sta mestic relations laws. 7. Tax Withholding. The Grantee shall, not later than the date as of which the eipt of this Award becomes a taxable event for Federal income tax purposes, pay t Company or make arrangements satisfactory to the Committee for payment of all eral, state, and local taxes required by law to be withheld on account of such able event. Except in the case where an election is made pursuant to Paragraph 8 ow, and to the extent permitted under Paragraph 2(c) above, the Company shall e the authority to cause the required minimum tax withholding obligation to be sfied, in whole or in part, by withholding from shares of Stock to be issued or ased by the transfer agent a number of shares of Stock with an aggregate Fair ket Value that would satisfy the withholding amount due. 8. Election Under Section 83(b). The Grantee and the Company hereby agree tha Grantee may, within 30 days following the acceptance of this Award as provided in agraph 1 hereof, file with the Internal Revenue Service and the Company an electi er Section 83(b) of the Internal Revenue Code. In the event the Grantee makes h an election, he or she agrees to provide a copy of the election to the Company. Grantee acknowledges that he or she is responsible for obtaining the advice of his er tax advisors with regard to the Section 83(b) election and that he or she is relyin ly on such advisors and not on any statements or representations of the Company ny of its agents with regard to such election. 9. No Obligation to Continue Employment. Neither the Company nor any sidiary is obligated by or as a result of the Plan or this Agreement to continue the ntee in employment and neither the Plan nor this Agreement shall interfere in any with the right of the Company or any Subsidiary to terminate the employment of th ntee at any time.


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. 12. Successors. This Agreement shall be binding upon and inure to the benefit of the successors, assigns and heirs of the respective parties. 13. 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. 14. Entire Agreement. This Agreement, together with the Plan, contains the entire understanding of the parties and shall not be modified or amended except by a written ocument duly signed by both parties hereto. No waiver by either party of any default nder this Agreement shall be deemed a waiver of any later default. he foregoing Agreement is hereby accepted and the terms and conditions thereof are ereby agreed to by the undersigned. ated: 3_--_1_1 __,_'1 _ Wayne-Kent A Bradshaw Grantee's Name