Employment Agreement, dated as of May 1, 2017, for Brenda J. Battey

Contract Categories: Human Resources - Employment Agreements
EX-10.11 8 a2238270zex-10_11.htm EX-10.11

Exhibit 10.11

among Broadway Financial Corporation, ("BFC"), Broadway Federal Bank Bank" and, togetherwithBFC,the"Company"), andBrendaBatte utive"). The term Company shall refer to BFC in respect of Executive's serv nd to the Bank in respect of the Executive's services to the Bank. WHEREAS, the Executive has served as a senior executive officer of the Co Bank since October 1, 2012; and WHEREAS, the Company desires to continue to retain the Executive to se Vice President, Chief Financial Officer ofthe Company on the terms and con h in this Agreement, and the Executive desires to provide such services o nd conditions. NOW, THEREFORE, in consideration of the terms and mutual covenants other good and valuable consideration, the parties hereto agree as follows: 1. Services, Duties and Responsibilities. (a) The Company hereby agrees to employ the Executive as its esident, Chief Financial Officer during the service period fixed by Section 4 ervice Period"). The Executive shall report to the President and Chief Exe of BFC (the "Chief Executive Officer") (or such other senior executive ted by the Board of Directors of BFC, in which case the term Chief Exe shall mean such other designated senior executive officer), and shall hav nd responsibilities as are consistent with the position of a senior vice preside nancial officer of a bank and holding company of similar size and complexity ny (the "Services"). The Executive's principal work location shall be ny's principal executive offices, provided, that the Executive may be requi as reasonablynecessaryinorderto performthe Executive's dutie ibilities hereunder. (b) During the Service Period, excluding any periods of vacatio ve to which the Executive is entitled, the Executive shall devote substantially cutive's working time, energy and attention to the performance of his dutie ibilities hereunder and shall faithfully and diligently endeavor to promot s of the Company. During the Service Period, the Executive may not, witho ritten consent of the Chief Executive Officer, directly or . indirectly, op ate in the management, operations or control of, or act as an executive, of nt, agent or representative of, any type of competitive business or se d that the Executive may, to the extent not otherwise prohibited by this Agree uch amount of time as does not interfere with the performance ofthe Execu nder this Agreement to engaging in community and charitable activities.


(a) Base Salary. During the Service Period, the Executive shall be pa ual base salary of $235,323.00 for the Executive's Services hereunder, payable ance withthe normaland customary payroll proceduresapplicable to t ny's senior executives. The Executive's base salary shall be subject to increase [b rease], as determined by the compensation committee of the Board of Directors he "Board") in its discretion (such base salary, as in effect from time to time, th S alary"). (b) Changes in Compensation and Benefits. The payment or accrual s, and the grant and vesting of any equity incentive awards, pursuant to Section 2( r otherwise shall in all events be subject to EESA and the Interim Final Rule (bot ed in Section ll(a) hereof). (c) Equity Incentives. The Executive shall be entitled to participate i k's Employee Stock Ownership Plan (the "ESOP") in accordance with its terms. I n, the Executive shall be eligible for equity-based awards pursuant to BFC ed and Restated 2008 Long-Term Incentive Plan ("2008 Long Term Plan") of suc nd in such amounts as shall be determined by the compensation committee of th (or the Board, in the absence of the compensation committee) based on th ve's performance for the preceding year. Each of such awards shall vest and, in th any stock options, become exercisable to the extent of twenty percent (20%) of th covered thereby, on the first anniversary of the date of grant, and an additiona percent (20%) of the shares covered thereby on each subsequent anniversary of th grant, provided that vesting will cease upon termination of Executive's Services, al specifically set forth in the 2008 Long-Term Plan or applicable award agreemen ck options granted to the Executive pursuant to the 2008 Long-Term Plan shall b ble by the Executive at the Executive's estate, legal representative or heirs for f twelve (12) months after termination ofthe Service Period due to the death o ty, alias more specifically set forth in the 2008 Long-Term Plan or the applicabl Agreement. (d) Other Benefits. Except as otherwise provided herein, the Executiv eligible to participate in all employee benefit plans and arrangements of th y applicable to other senior executive officers, including, without limitation, th ncentive compensation plan, the Company's 401(k) Plan with continuation of th y's current employee contribution matching policy, and medical, dental, life and m disability insurance programs. (e) Vacation.The Executiveshall be entitled paidvacation i nce with the Company's vacation policy; provided, that the Executive shall be to not less than twenty (20) days of vacation in each calendar year (or an ately pro-rated portion thereof for partial years). The Executive shall be permitted e permitted vacation days at such rate and carry over a maximum of fifteen (15 such accrued unused vacation from year to year.


an automobile allowance in the amount of $800.00 per month during the Servi d, payable in accordance with the normal and customary practices applicable to th any's senior executives. 3. Reimbursement for Expenses. (a) Business Expenses. The Company shall promptly reimburse th tive forall reasonable out-of-pocketbusiness expenses,including,witho tion, travel expenses incurred by the Executive in connection with carrying out he sibilities under this Agreement during the Service Period upon presentation o priate vouchers, receipts or other satisfactory evidence thereof and otherwise i ance with applicable Company policies. (b) Memberships. The Company shall pay or reimburse the Executiv de membership dues and fees during the Service Period in accordance with th any's policies and procedures as in effect from time to time. 4. Service Period. (a) Term.The "Service Period" during which the Executive shal m the Services for the Company pursuant to this Agreement means the period encing on the date hereof and, subject to extension as set forth below, expiring at th f business on the third (3rd) anniversary of the date hereof in the year 2020. Prior to ber 31 of each calendar year during the Service Period, the Chief Executive Office designee) shall review the Executive's performance, shall discuss the results of such with Executive and promptly shall inform the Executive in writing whether the proposes to extend the Service Period for an additional year, and the results thereo e included in the minutes of the Board's meeting at which the same has been ered. If the Chief Executive Officer (or his designee) informs the Executive that the proposes to extend the Service Period, and the Executive accepts such proposal, the e Period shall be extended to end on the anniversary of the date hereof that occurs in r immediately following the expiration date of the then existing Service Period hstanding the foregoing, nothing herein shall bar the parties from (a) extending the Period under this Agreement by mutual agreement or (b) continuing the ive's employment by the Company without extension of this Agreement, subject to 4(b)(iii) below. (b) Termination.Notwithstanding the foregoing, the Service Period terminated at any time upon the earliest to occur of the following events or any of nts identified in Section 7 hereof: (i) Death or Disability. The Service Period shall terminate e Executive's death or Disability. For this purpose, "Disability" means that either Executive is deemed disabled for purposes of any group or individual long-term ty policy maintained by the Company that covers the Executive, or (B) in the good dgment of the Board, the Executive is substantially unable to perform the


er or not consecutive, in any twelve (12) month period, by reason of a physica l illness or injury. (ii) Termination for Cause by the Company. The Company ate the Service Period for Cause at any time effective upon written notice to tive. For purposes of this Agreement, the term "Cause" shall mean the terminat Service Period on account of(A) the Executive's failure to substantially perform tive's duties hereunder or as reasonably assigned to the Executive by the C tive Officer or the Board and consistent with the Executive's obligations hereun xecutive shall not have cured such failure (as determined in the reasonable judgm Chief Executive Officer or the Board) within thirty (30) days after written no he Chief Executive Officer (or his designee); (B) the Executive's material breac greement or any material written policy ofthe Company and failure of the Execu e cured such breach (as determined in the reasonable judgment of the Board) wit 30) days after written notice from the Chief Executive Officer (or his designee); ecutive's willful violation of any law, rule, or regulation (other than traffic violati ilar offenses) or entry of a final cease-and-desist order against the Executive; tion of a felony or a plea of nolo contendere to a felony; or (E) conduct by tive constituting a misdemeanor involving a Disqualifier (as defined below) by ive. "Disqualifier" means (i) fraud, moral turpitude, dishonesty, breach of fiduci volving personal profit, organized crime or racketeering; (ii) willful violation ies or commodities laws or regulations; (iii) willful violation of deposit ion laws or regulations; (iv) willful violation of housing authority laws ions arising from the operations of the Bank; or (v) willful violation of the rul ions, codes of conduct or ethics of a self-regulatory trade or professio zation. Notwithstanding the foregoing, the Executive shall not be deemed termina use unless and until there shall have been delivered to the Executive a copy of ion duly adopted by the Board at a meeting of the Board called and held for t e (after reasonable notice to the Executive) and an opportunity for the Executi r with counsel, to be heard before the Board), finding that, in the good faith of t the Executive's conduct justified termination for Cause and specifying lars thereof in reasonable detail. (iii) Termination without Cause by the Company. The Compa minate the Service Period without Cause. For the avoidance of doubt, "terminati t Cause" includes, without limitation, the failure by the Company for whatev to extend the Service Period pursuant to Section 4(a), except if the Executi in writing to accept the then one (1) year extension of the Service Period. (iv) Termination by the Executive for Good Reason. T ive may terminate the Service Period for Good Reason within ninety (90) da ng the initial existence of the circumstances giving rise to Good Reason, subject s and conditions of this Section 4(b)(iv). For purposes of this Agreement, the ter Reason" shall mean, unless the Executive shall have consented in writing there xecutive's demotion, loss of title in part or in whole, loss of office, or reduction ty, (ii) a reduction in the Executive's base salary, (iii) relocation of the Executiv


material breach of this Agreement by the Company, including, without limitation re to pay the Executive any amount when due and payable, pursuant to ement, except in the event of a bona fide dispute regarding reimbursement ofbusi nses, provided, that the Executive shall have delivered written notice to the Comp in thirty (30) days of the initial existence of the circumstances giving rise to G on, of the Executive's intention to terminate the Service Period for Good Rea h notice specifies in reasonable detail the circumstances claimed to give rise to utive's right to terminate the Service Period for Good Reason, and the Company ave cured such circumstances within thirty (30) days following the Company's re ch notice; provided, however, any breach by the Company of a payment obliga nder must be cured within five (5) days (rather than the foregoing 30 days) follo ompany's receipt of such notice. If, following such thirty (30)-day period (or 5)-day period, as applicable), the Company has not cured such circumstances and utive decides to proceed with the termination of the Service Period for Good Rea a termination will be effected by providing the Company with a Notic ination, which Notice of Termination shall be effective as of the date given, wit urther right to cure by the Company. (v) Voluntary Termination by the Executive. The Execu voluntarily terminate the Service Period (other than for Good Reason), provided xecutive gives notice to the Company of the Executive's intent to terminate ce Period at least sixty (60) days in advance of the Date of Termination. 5. Termination Procedure. (a) Notice of Termination.Any termination of the Service Period ompany or by the Executive (other than a termination on account of the Executi ) shall be communicated by written "Notice of Termination" to the other part dance with Section 14(a) hereof. The Notice of Termination must indicate fic termination provision in this Agreement the party giving such notice believe ibe the circumstances applicable to such termination and shall set forth in reason the facts and circumstances claimed to provide a basis for termination of utive's employment under such provision. (b) Date of Termination."Date of Termination" shall mean (i) if ce Period expires pursuant to Section 4(a) hereof, the date on which the expiratio rvice Period occurs; (ii) ifthe Service Period is terminated due to the Executi or Disability, the date of the Executive's death or the date on which the Notice nation is received by the Executive that the Board made its determination ility in accordance with Section 4(b)(i)(A) or (B) hereof; (iii) if the Comp ates the Service Period for Cause, the date on which the Notice of Terminatio ed by the Executive; (iv) if the Executive terminates the Service Period for Go n, the date on which the Notice of Termination is given by the Executive (or s date as may be agreed to by the Company); (v) if the Executive volunta ates the Service Period (other than for Good Reason), the date specified in the Not


ven pursuant to Section 4(b)(v) hereof, unless otherwise agreed to by the parties; a if the Service Period is terminated for any other reason, the date on which a Notice mination is received or any later date (within 30 days, or any alternative time peri ed upon by the parties, after the giving of such notice) as set forth in such Notice mination. Notwithstanding the foregoing, if the party receiving a Notice of Terminatio fies the other party that a dispute exists concerning the appropriate characterization ubject termination for purposes of determining the Executive's entitlement to Accrue igations and Severance Payments, and any other benefits hereunder, the Date mination shall be the date on which the dispute shall be fmally resolved whether b ualagreement of the parties, by a binding arbitration award, or by a fin appealable judgment or order by a court of competent jurisdiction, provided th ing herein modifies the mandatory arbitration provisions set forth in Section 10 hereo (c) Continuation of Payment. The Company shall continue to pay th cutive's full compensation in effect when the Notice of Termination giving rise to th ute described in subsection (b) above was given (including, but not limited to, th cutive's then Base Salary) and continue the Executive as a participant in all employe fit plans and arrangements of the Company in which the Executive was participatin n the notice of dispute was given, until the dispute is finally resolved in accordanc this Agreement. Amounts paid under this Section 5(c) shall not be offset against, o ce, any other amounts due to the Executive pursuant to this Agreement. 6. Rights and Obligations Upon Termination of the Service Period. (a) Termination by the Company for Disability or without Cause. or b xecutive for Good Reason. In the event of the termination of the Service Period b ompany for Disability or without Cause, or termination of the Service Period by th utive for Good Reason, and to the extent permitted by applicable law and regulations ding, without limitation, those referred to in Section 11 hereof, the Company shall pa xecutive, and the Executive shall be entitled to: (i) any unpaid portion of the Bas y through the Date of Termination; (ii) any unreimbursed business expenses i rdance with Section 3(a) hereof; (iii) [the rights set forth in the 2016 Stock Optio ement, and any subsequent equity incentive awards granted pursuant to the 200 -Term Plan, as the same may be amended, or any other similar plan adopted by BFC iv) any vested benefits to which the Executive is entitled under the terms of th pany's employee benefit plans and programs, including, without limitation, the ESOP ct to the terms of such plans and programs (collectively the "Accrued Obligations") dition, the Company shall continue to pay the Executive's monthly Base Salary (i.e. welfth (1/12th) of Executive's annual Base Salary in effect as of the date immediately ding the date of termination of employment, or the date immediately prior to the l existence of circumstances giving rise to Good Reason, as applicable) for (i) y-four (24) months (the "Severance Period") regardless ofthe then remaining portion Service Period (each monthly salary continuation payment shall be deemed to be a ate installment for purposes of Section 409A of the Code) commencing with the first dar month following the Date of Termination and (ii) the Company shall continu g the Severance Period to pay the automobile allowance provided for in Sections 2(f)


ke such payments pursuant to Section 2(d) (the payments described in (i) and (ii) be ectively referred to herein as the "Severance Payments"). All Severance Payments sh ayable in accordance with normal and customary payroll procedures applicable to mpany's senior executives, subject to Section 6(d) hereof. Notwithstanding going provisions of this Section 6(a): (i) the Executive's entitlement to the Severan ments shall be subject to and conditioned upon the Executive delivering to mpany an Irrevocable Release not later than sixty (60) days after the date of cutive's termination of employment; (ii) if such 60-day periodfollowing cutive's termination of employment begins in one calendar year and ends in anoth Severance Payments shall, to the extent required in order to comply with Section 40 he Internal Revenue Code of 1986, as amended (the "Code"), commence on the fi oll date following the later of(A) the end ofthe calendar year in which the Executiv ination of employment occurs or (B) the date the Executive satisfies the Irrevoca ase requirement; and (iii) the Executive's entitlement to the Severance Payments sh ubject to and conditioned upon the Executive complying in all material respects wi ions 8 and 9 of this Agreement. "Irrevocable Release" means a mutual general relea aims in the form affixed hereto marked Exhibit A (except with the date of terminati mployment, the date of such Irrevocable Release and other indicated information fill hat has been executed by the Executive and for which the revocation period under A rimination in Employment Act of 1967, as amended, and the terms of the release ha red. For the avoidance of doubt, this Section 6(a) shall be subject to the limitations ion 11 of this Agreement. (b) Death. If the Service Period is terminated as a result of t cutive's death, the Executive or the Executive's estate or beneficiaries, as the case m hall be entitled to solely the Accrued Obligations. (c) Termination by the Company for Cause or by the Executi ntarily. If the Service Period is terminated by the Company for Cause or voluntari e Executive (other than for Good Reason), the Executive shall be entitled to solely t ued Obligations. (d) Change in Control. (i) In the event that the employment of the Executive by t pany is terminated by the Company without Cause or by the Executive for Goo on at any time within two (2) years after a Change in Control (but only if such Chan ontrol also constitutes a "change in control event" within the meaning of Treas. Re on 1-409A(i)(5)) has occurred, the Company shall pay to the Executive, and th utive shall be entitled to, a single lump sum payment of the present value, a mined using a discount rate equal to the Applicable Federal Rate (as defined below) i t at the time of such determination, of all of the payments provided for in Section 6(a n ten (10) days of such termination.As used herein the term "Applicable Feder " means the rate set forth from time to time in Table 1 of the Applicable Federal Rat


(ii) As used herein, the term "Change in Control" shall mean a nt with respect to the Company of a nature that (i) would be required to be reported ponse to Item 5.01 of a current report filed on Form 8-K pursuant to Section 13 or 15( he Securities Exchange Act of 1934, as amended (the "Exchange Act") as in effect o date of this Agreement; or (ii) results in any person acquiring control of the Bank or t mpany within the meaning of the Home Owners' Loan Act of 1933, as amended, and th s and regulations Board of Governors of the Federal Reserve System (the "FRB eunder, (provided, that in applying the definition of change in control as set forth und h rules and regulations, the Board shall substitute its judgment for that of the FRB); an hout limitation, such an acquisition of control shall be deemed to have occurred at suc e as (A) any "person" (as that term is used in Sections 13(d) and 14(d) of the Exchang and the regulations of the Securities and Exchange Commission (the "SEC eunder, including any such persons that may be deemed to be acting in concert wit ect to the Bank or the Company, or the acquisition, ownership or voting of Bank o mpany securities) is or becomes the "beneficial owner" (as defined in Rule 13d-3 unde Exchange Act and the regulations of the SEC thereunder, directly or indirectly, o rities of the Bank or the Company representing fifty percent (50%) or more of th k's or the Company's outstanding securities except for any securities purchased by an qualified employee benefit plan of the Company or the Bank; or (B) individuals wh stitute the Board as of the date of this Agreement (the "Incumbent Board") cease fo reason to constitute at least a majority of the Board, provided that any person becomin rector subsequent to the date hereof whose election was approved by a vote of at leas e-quarters (3/4) of the directors then comprising the Incumbent Board, or whos ination for election by the Company's stockholders was approved by a nominatin mittee serving under an Incumbent Board, shall be, for purposes of this clause (B) idered as though such person were a member of the Incumbent Board; or (C) a plan o dation, reorganization, merger, consolidation, sale of all or substantially all the asset e Bank or the Company or similar transaction in which the Bank or the Company is no esulting entity is approved by the Board and the stockholders of the Company o rwise occurs; or (D) solicitations of stockholders of the Company, by someone othe the Incumbent Board of the Company, seeking stockholder approval of a plan o ganization, merger or consolidation of the Company or Bank or a similar transactio one or more corporations as a result of which the outstanding shares ofthe Company' ng common stock are exchanged for or converted into cash or property or securities no d by the Bank or the Company shall be distributed; or (E) a tender offer is made fo ty percent (20%) or more ofthe voting securities of the Bank or the Company. 7. Other Termination Provisions. (a) If the Executive is suspended and/or temporarily prohibited from cipating in the conduct of the Company's affairs by a notice served under section 3) or (g)(1) ofthe Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) or (g)(l)), th pany's obligations under this Agreement shall be suspended as of the date of servic s stayed by appropriate proceedings.If the charges in the notice are dismissed o


tion 409A of the Code) (i) pay the Executive all of the compensation withheld while mpany's obligations under this Agreement were suspended, and (ii) reinstate all of igations which were suspended. (b) If the Executive is removed and/or permanently prohibited fro icipating in the conduct of the Company's affairs by an order issued under secti )(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), igations of the Company under this Agreement shall terminate as of the effective date order, but vested rights of the Executive shall not be affected. (c) If the Company is in default (as=the term "default" is defined ion 3(x)(l) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x)(1)), all obligatio er this Agreement shall terminate as of the date of default, but vested rights of t cutive shall not be affected. 8. Non-Solicitation. (a) During the period of the Executive's employment by the Compan ther pursuant to this Agreement or otherwise, and for the twelve (12) -month perio owing the termination of the Executive's employment with the Company for a on, the Executive will not, without the written consent of the Company, directly rectly: (i) influence or attempt to influence any customer of t pany or any of its affiliates to discontinue its use ofthe Company's (or such affiliate' ices or to divert such business to any other person, firm or corporation; provide ever, a broad and general advertisement or solicitation not specifically targeting nding to target customers of the Company or any of its affiliates shall not be deemed ation of this Section 8; or (ii) interfere with, disrupt or attempt to disrupt the relationshi ractual or otherwise, between the Company or any of its affiliates and any of i ective employees, customers, suppliers, principals, distributors, lessors or licensor rts by the Executive, whether direct or indirect, (A) to solicit or assist any other perso ntity in soliciting any employee of the Company or any of its affiliates to perfor ices for any entity (other than the Company or any of its affiliates) or (B) to encourag employee of the Company, or any of its affiliates to leave their employment with th pany or any of its affiliates shall be in violation of this Section 8. A person's respons broad and general advertisement or solicitation not specifically targeting or intendin get employees ofthe Company or any of its affiliates shall not be deemed a violatio is Section 8. (b) In the event the Executive materially breaches any of the provision ained in Section 8(a) hereof and the Company seeks compliance with such provision dicial proceedings, the time period during which the Executive is restricted by suc isions shall be extended by the time during which the Executive has been in violatio


(c) The Executive and the Company intend that Section 8 of th reement be enforced as written. However, if one or more of the provisions contained i ction 8 shall for any reason be held to be unenforceable because of the duration or scop such provision or the area covered thereby, the Executive and the Company agree th court making such determination shall have the full power to reform, by "blu nciling" or any other means, the duration, scope and/or area of such provision and in it ormed form such provision shall then be enforceable and shall be binding on the partie 9. Confidentiality; Non-Disclosure. (a) The Executive hereby agrees that, during the Service Period an reafter, he will hold in strict confidence any proprietary or Confidential Informatio ated to the Company or any of its affiliates. For purposes of this Agreement, the term onfidential Information" shall mean all information of the Company or any of it iliates (in whatever form) that is not generally known to the public, including withou itation any inventions, processes, methods of distribution, customer lists or trad rets.Nothing herein prohibits the Executive from reporting possible violations o eral law or regulation to any federal, state or local governmental agency, commission o ity (collectively, "Governmental Agencies"), including, but not limited to, th partment of Justice, the Securities and Exchange Commission, the Congress, and th pector General, or making other disclosures that are protected under the whistleblowe visions of federal law or regulations. Moreover, nothing herein limits the Executive's lity to communicate with any Governmental Agencies or otherwise participate in an estigation or proceeding that may be conducted by any Governmental Agency. (b) The Executive hereby agrees that upon the termination of th vice Period, the Executive shall not take, without the prior written consent of th mpany, any business plans, strategic plans or reports or other document (in whateve m) of the Company or any of its affiliates, which is of a confidential nature relating to Company or any of its affiliates. 10. Dispute Resolution; Injunctive Relief. (a) Except for claims for injunctive relief pursuant to Section lO(b w, the parties shall resolve their disputes by arbitration, all as more specifically set h in Addendum A affixed hereto and incorporated by reference herein. This Section a) shall not preclude parties from seeking provisional remedies in aid of arbitration m a court having appropriate jurisdiction, nor shall it limit the rights of the Company set h in Section 1O(b) hereof. (b) The parties hereto agree that it would not be possible to measure in ey the damages that would be suffered by the Company and its affiliates in the event the Executive were to breach any of the restrictive covenants set forth in Sections 8 and reof(the "Restrictive Covenants"). In the event that the Executive breaches any ofthe


cutive from violating such Restrictive Covenants (without posting any bond). If mpany shall institute any action or proceeding to enforce any such Restrict venant, the Executive hereby waives the claim or defense that the Company or any of liates has an adequate remedy at law and agrees not to assert in any such action ceeding the claim or defense that the Company or any of its affiliates has an adequ edy at law. 11. TARP and Golden Parachute Restrictions. (a) Notwithstanding anything herein to the contrary: (i) any paymen e to the Executive pursuant to this Agreement or otherwise are subject to a ditioned upon their compliance with 12 U.S.C. 1828(k) and 12 C.P.R. Part 3 rding golden parachute and indemnification payments; (ii) no annual bonus, incenti pensation, severance pay, or golden parachute payments or benefits shall be pai ided, or accrued under this Agreement or otherwise to the extent it would viola ion 111 of Emergency Economic Stabilization Act of 2008, as amended ("EESA" the Interim Final Rule (as hereinafter defined); (iii) no payment or benefit shall be pa rovided under this Agreement or otherwise to the extent that it would violate an ement between or among the Company and the Board of Governors of the Feder erve System, the Office of the Comptroller of the Currency or any other government y or agency, provided that the Company shall use commercially reasonable efforts tiate the authority and right to make all payments and provide all benefits to th cutive as and when contemplated by this Agreement; and (iv) subject to, and i rdance with, the interim final rule promulgated pursuantto Sections 101(a), 101(c)(5 Ill ofEESA (the "Interim Final Rule"), the Executive shall be required to repay to th pany the amount of any bonus payment (as defined in the Interim Final Rule) mad ng the TARP period (as defined in the Interim Final Rule) to the extent that the bonu ent was based on materially inaccurate financial statements (which includes, but i limited to, statements of earnings, revenues, or gains) or any other material curate performance metric criteria. In the event that the amounts and benefits payable pursuant to thi (b) ement, when added to other amounts and benefits which may become payable to th utive by the Company and any affiliated company, are such that the Executiv mes subject to the excise tax provisions of Section 4999 of the Code relating t ess parachute payments" as defined for purposes of Section 280G of the Code, th pany shall pay the Executive such additional amount or amounts as will result in th utive's retention of a net amount, after the payment of all federal, state and loca e, employment and income taxes on such payments and the value of such benefits l to the net amount the Executive would have retained had the initially calculate ent and benefits not been subject to such excise tax provisions. For purposes of th ding sentence, the Executive shall be deemed to be subject to the highest margina al, relevant state and relevant local tax rate applicable to an individual resident in Lo les, California. All calculations required to be made under this subsection shall b by the Company's independent public accountants, subject to the right o utive's representative to review the same. All such amounts required to be paid b


taxes may be required to be paid by the Executive, under applicable law, and a itional amounts to which the Executive may be entitled shall be paid or reimbursed r than fifteen (15) days following confirmation of such amount by the Compan ependent public accountants. In the event any amounts paid hereunder are subsequen ermined to be in error, due to estimates required for calculation of such payments bei ving to be inaccurate or othetwise, the parties hereto agree to reimburse each other rect such error, as appropriate, and to pay interest thereon at the applicable federal ra determined pursuant to Code Section 1274) for the period of time such erroneo ount remained outstanding and unreimbursed.The parties hereto recognize that t al implementation of the provisions of this Section 11(b) are complex and agree to de h each other in good faith to resolve any questions or disagreements arising with respe to. 12. Section 409A. This Agreementis intendedto comply witht irements of Section 409A of the Code (including the exceptions thereto), to the exte licable, and the parties' Agreement shall be interpreted in accordance with suc irements. If any provision contained in the Agreement conflicts with the requiremen ection 409A of the Code (or the exemptions intended to apply under the Agreemen Agreement shall be deemed to be reformed to comply with the requirements of Sectio A ofthe Code (or the applicable exemptions thereto). Notwithstanding anything to t rary herein, for purposes of determining the Executive's entitlement to the Severan ments, (i) the Service Period shall not be deemed to have terminated unless and unt Executive incurs a "separation from service" as defined in Section 409A of the Cod (ii) the term "Date of Termination" shall mean the effective date of the Executive ration from service. Reimbursement of any expenses provided for in this Agreeme l be made promptly upon presentation of documentation in accordance with th pany's policies (as applicable) with respect thereto as in effect from time to time (b o event later than the end of calendar quarter following the year such expenses we rred); provided, however, in no event shall the amount of expenses eligible fo bursement hereunder during a calendar year affect the expenses eligible f bursement in any other taxable year. Notwithstanding anything to the contrary herei payment or benefit under this Agreement is due to a "separation from service" fo oses of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employee a separation from service) and the Executive is determined to be a "specifie loyee" (as determined under Treas. Reg.§1.409A-l(i) and related Compan edures), such payment shall, to the extent necessary to comply with the requirement ction 409A ofthe Code, be made on the later of(x) the date specified by the foregoin isions of this Agreement or (y) the date that is six (6) months after the date of th utive's separation from service (or, if earlier, the date ofthe Executive's death). An llment payments that are delayed pursuant to this Section 12 shall be accumulated an in a lump sum on the first day of the seventh month following the Date ofTerminatio f earlier, upon the Executive's death) and the remaining installment payments shal n on such date in accordance with the schedule provided in this Agreement. Th rance Payments are intended not to constitute deferred compensation subject t on 409A of the Code to the extent such Severance Payments are covered by (i) th rt-term deferral exception" set forth in Treas. Reg. § 1.409A-l(b)(4), (ii) the "tw


rt-term deferral exception, the two times severance exception and the limited payme eption shall be applied to the Severance Payments in order of payment in such man results in the maximum exclusion of such Severance Payments from treatment erred compensation under Section 409A of the Code. Each installment of t verance Payments shall be deemed to be a separate payment for purposes of Secti A of the Code. 13. Legal Fees. The Company shall promptly reimburse the Executive for h sonable legal fees incurred in connection with the negotiation and preparation of th reement. 14. Miscellaneous. (a) Any notice or other communication required or permitted under th eement shall be effective only if it is in writing and shall be deemed to be given wh vered personally or one (1) day after it is sent by a reputable overnight courier servi th evidence of delivery) and, in each case, addressed as follows (or if it is sent throug other method agreed upon by the parties): Ifto BFC: Broadway Financial Corporation Attn: Chief Executive Officer 5055 Wilshire Boulevard, Suite 500 Los Angeles, CA 90036 If to the Bank: Broadway Federal Bank, f.s.b. Attn: Chief Executive Officer 5055 Wilshire Boulevard, Suite 500 Los Angeles, CA 90036 If to the Executive: Brenda Battey 5310 Maymont Drive Los Angeles, CA 90043 such other address as any party hereto may designate by notice to the others. (b) This Agreement together with the Broadway Financial Corporatio rd Agreement dated February 24,2016 (the "2016 Stock Option Agreement"), and th s of the Executive pursuant to the ESOP shall constitute the entire agreement amon arties hereto with respect to the subject matter hereof, and supersede and replace an all prior understandings or agreements with respect to the subject matter hereof.


nd this Agreement, and any provision hereof may be waived only by an instrumen ting signed by the party or parties against whom or which enforcement of such waive ght. The failure of any party hereto at any time to require the performance by any ot ty hereto of any provision hereof shall in no way affect the full right to require su formance at any time thereafter, nor shall the waiver by any party hereto of a breach provision hereof be taken or held to be a waiver of any succeeding breach of su vision or a waiver of the provision itself or a waiver of any other provision of t eement. (d) In the event that any provision is determined to be invalid nforceable, in whole or in part, such determination shall in no way affect any ot visions of this Agreement, or the validity or enforcement of the remainder of t eement, and any provisions(s) thus affected shall be modified to the extent necessary g the affected provision(s) within the applicable requirements of the then-current la (e) The Company shall use its commercially reasonable efforts nge for any successor (whether direct or indirect, by purchase, merger, consolidation rwise) to all or substantially all of the business and/or assets of the Company to assu Agreement in the same manner and to the same extent that the Company would ha required to perform it if no such succession had taken place. As used in th eement, the term "Company" shall mean the Company and any such successor ( essors) that assumesthis Agreement, by operation of law orotherwi withstanding the foregoing, no such assignment or assumption shall relieve t pany of any obligations hereunder. (f) The parties hereto shall cooperate with each other and take a ns, including obtaining, any governmental or stockholder approval, that any of the determine in good faith to be required to carry out the terms of this Agreement. (g) The Company may withhold from any amounts payable to t utive hereunder all federal, state, city or other taxes that the Company may reasonab rmine are required to be withheld pursuant to any applicable law or regulation (it bein rstood, that the Executive shall be responsible for payment of all taxes in respect of th ents and benefits provided herein). (h) In the event that the Executive shall perform services for the Ban y other affiliate or subsidiary of BFC, any compensation or benefits provided to th utive by such other employer shall be applied to offset the obligations of BF under, it being intended that this Agreement set forth the aggregate compensation an fits payable to the Executive for all services to the Company and all of its affiliates an diaries. BFC shall reimburse the Bank for compensation or benefits paid or provide e Bank to the Executive to the extent attributable to the Executive's performance o ces for BFC in accordance with the applicable reimbursement policies ofBFC and th .


. (j) This Agreemt may be executed in several counterparts, each ch shall be deemed an original, but all of which shall constitute one and the s rument. A facsimile of a signature shall be deemed to be and have the effect o inal signature. (k) The headings in this Agreement are for convenience of refere and shall not be a part of or control or affect the meaning of any provision hereof [Signatures on next page]


f the date first written above. Broadway Financial Corporation Name: Title: Broadway Federal Bank, f.s.b. live Brenda Battey Print or type name of Executive


TO EMWLOYMENTAGREEMENT (Executive: Brenda Battey) 1. Arbitration Except as provided in Section 1O(b) of this Agreement, in the event of any roversy, dispute or claim (including those based upon a statute, tort or public policy, those against individuals or other entities), arising out of or relating to (1) this ement, (2) the employment relationship between Executive and Company, or (3) the ination of that relationship (hereafter "dispute"), the parties' exclusive remedy shall submit such dispute to the dispute resolution procedures described below. The parties d for all disputes to be covered by the arbitration provision contained in this ndum A to the fullest extent permitted by law, and the Executive agrees to pursue any dispute in an individual capacity and not as a class representative or class member. the following claims are excluded from these dispute resolution procedures: (1) s by the Executive for workers' compensation, unemployment compensation or state ility benefits; (2) claims based on any pension or welfare plan the terms of which in an arbitration or other dispute resolution procedures; (3) claims brought by utive or Company to compel arbitration pursuant to this Addendum A or to enforce rbitration award; (4) claims under the National Labor Relations Act; (5) any sentative action under the Private Attorney General Act ("PAGA"); and (6) any other s which are not permitted by applicable law to be subject to a binding pre-dispute ation agreement. If either party has claims against the other party that are deemed be arbitrable, those claims shall be stayed and the arbitrable claims shall be resolved e the stayed claims are addressed. (a) Written notice of desire to arbitrate shall describe the factual basis claims asserted ("Claim"), and shall be served on the other party as set forth in on 14(a) of this Agreement. If written notice of desire to arbitrate is not served within plicable time period, the party who failed timely to serve notice will be deemed to waived the right to further contest the Claim, and will be deemed to have accepted her party's last stated position on the Claim. (b) The arbitration shall be administered by JAMS, Inc. (formerly n as Judicial Arbitration and Mediation Services, Inc.) ("JAMS") pursuant to its at to oyment Arbitration Rules Procedures,which canbe found & www.jamsadr.com/rules-employment-arbitration and which will be provided tive upon request, and subject to JAMS Policy on Employment Arbitration Minimum ards of Procedural Fairness, which will also be provided to Executive upon request. ent on any Award (as defined below) may be entered in any court having competent iction. The arbitration shall take place in Los Angeles, California. Notwithstanding ing herein to the contrary, the parties may agree to use an independent arbitrator that utually select and agree upon.


(d) Each party shall have the right to take the deposition of one dual and any expert witness designated by another party without the arbitrator's prior val. Each party also shall have the right to make requests for production of documents party. Additional discovery may be had as ordered by the arbitrator. (e) At least fourteen (14) days before the arbitration, the parties must nge lists of witnesses, including any expert, and copies of all exhibits intended to be t the arbitration. (f) The arbitrator shall have jurisdiction to hear and rule on pre-hearing es and is authorized to hold pre-hearing conferences by telephone or in person, as bitrator deems necessary. The arbitrator shall have the authority to resolve all issues d to discovery, and to entertain motions to dismiss, motions for summary judgment djudication, and any other pre-trial motions submitted by any party, and shall apply ndards governing such motions under the California Rules of Civil Procedure. (g) Either party, at its expense, may arrange for and pay the cost of a reporter to provide a stenographic record of proceedings. If both parties desire to ccess to the stenographic record of proceedings then they shall split all such costs (h) The arbitrator will have no authority to: (i) adopt new Company s or procedures, (ii) modify this Agreement or existing Company policies, ures, wages or benefits, or (iii) in the absence of a written waiver pursuant to aph (j) below, hear or decide any matter that was not processed in accordance with greement. The arbitrator shall have exclusive authority to resolve any Claim, ing, but not limited to, a dispute relating to the interpretation, applicability, eability or formation ofthis Agreement, or any contention that all or any part of this ment is void or voidable. The arbitrator will have the authority to award any form or t of remedy or damages that would be available in a court of competent jurisdiction. (i) Either party, in the party's sole discretion, may, in writing, waive, le or in part, the other's failure to follow any time limit or other requirement set n this Agreement, except that neither party can waive any statute of limitation for he Claim. (j) The arbitration will be conducted in private, and will not be open, y or indirectly, to the public or the media. The arbitration and all information directly rectly relating thereto (including, but not limited to, the testimony, evidence or shall be deemed Confidential Information and shall be subject to the restrictions set Section 9(a) of this Agreement. (k) The arbitrator, subject to the right to either party to utilize the


ding on the Company and the Executive. The parties agree, however, that a mpetent jurisdiction has the right to set aside the decision of the arbitrator itrator, in rendering his or her award, committed an error oflaw that affected the damages awarded. (1) The Company will pay all administration fees associated itration over and above those that the Executive would have to pay in a court pro the cost of arbitrator, it being the parties' intention that the Executive not b ts that the Executive would not be required to bear in a court proceeding, to the the Executive would be required to pay for filing fees and transcript fees in ceeding the Executive will remain responsible for such fees. Notwithstandi visions to the contrary found in such procedures, in the event of final and tration pursuant to this paragraph, except for the arbitrator's fees which the Co l be responsible for paying, each party will be responsible for paying its own co rneys' fees in connection with the arbitration. The arbitrator shall not be author rd the prevailing party costs and attorneys' fees, except as expressly provi ute. (m) The Company and the Executive understand that developm law and legislation may affect the enforceability of arbitration provisions such the parties' intention and desire that this Addendum A is compliant with curr he time either party seeks its enforcement.Accordingly, if any one or more isions of this Addendum A is deemed to be unenforceable, the remaining pro l continue in full force and effect in accordance with Section 12(d) of this Agre (n) Each of the parties acknowledges that she or it has carefull understands this Addendum A and agrees to be bound by and comply with al s.Each of the parties acknowledges such party's voluntary agreement to ar ms and understands and acknowledges that by signing this Agreement, such p ng up the right to a jury trial and to a trial in a court of law.