ex10_1.htm


    
      

    

    Exhibit
      10.1

     

    
      EMPLOYMENT
        AND CONFIDENTIALITY

      AGREEMENT

      Community
        West Bank

      Chief
        Credit Officer

      


      


      This
        Employment and Confidentiality Agreement (the “Agreement”) is made and entered
        into as of September 6, 2007 (the “Effective Date”) by and between Community
        West Bank, a Nationally Chartered Bank and wholly owned subsidiary of Community
        West Bancshares (the “Bank”), Community West Bancshares, a California
        corporation (“Parent”) and Richard M. Favor (“Executive”).

      


      Witnesseth

      


      Whereas
        the Bank is a California national banking association duly organized, validly
        existing, and in good standing under the laws of the United States of America,
        with power to own property and carry on its business as it is now being
        conducted, with its principal place of business located at 445 Pine Street,
        Goleta, California 93117;

      


      Whereas
        the Bank desires to avail itself of the skill, knowledge and experience of
        Executive in order to insure the successful management of its
        business;

      


      Whereas
        the parties desire to enter into this Agreement;

      


      Whereas
        the parties hereto desire to specify the terms of Executive’s employment by the
        Bank and Company as controlling Executive’s employment at the
        Bank;

      


      Now,
        therefore, in consideration of the representations, warranties, and mutual
        covenants set forth in this Agreement, the following terms and conditions
        shall
        apply to Executive’s employment with the Bank on and after the Effective
        Date:

      


      


      
        	 	
                Initials:______

              	
                Initials:
                  _____

              	 


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      
        	
              	
                1.

              	
                ARTICLE
                  1 – EMPLOYMENT AND
                  TERM

              


      

      


      Employment.  The
        Bank
        shall employ Executive as the Bank’s Executive Vice President and Chief Credit
        Officer (the “Position”), and Executive accepts such employment, in accordance
        with the terms and conditions set forth in this Agreement.  The place
        of Executive’s employment under this Agreement shall be in Goleta, California,
        at a location determined by the Chief Executive Officer of the Bank
        (CEO).

      


      Policies
        and
        Regulations.  Executive shall observe, comply with and be bound by
        all of the policies, rules and regulations established by the Bank with respect
        to its executives and otherwise, all of which policies, rules and regulations
        are subject to change by the Bank from time to time.

      


      
        	
              	
                2.

              	
                ARTICLE
                  2 – DUTIES OF
                  EXECUTIVE

              


      

      


      Powers.  At
        all times
        Executive shall be empowered by and subject to the powers and authority of
        the
        Board of Directors and the Bank’s shareholders.  Executive shall
        report directly to the Bank’s President and Chief Executive Officer
        (“CEO”).

      


      Duties.

      


      
        	
                 

              	
                a.

              	
                Executive
                  Vice President and Chief Credit Officer of the
                  Bank.  Executive, directly or through subordinate
                  supervision, shall be responsible for technical and operational
                  activities
                  on a day-to-day basis, as well as formulation of strategies and
                  business
                  plans to achieve the Bank’s long range objectives.  Executive
                  agrees to render services and perform the duties and acts of Executive
                  Vice President and Chief Credit Officer (the “Duties”) in connection with
                  all aspects of Bank’s business as may be required by the Board of
                  Directors and/or the Bank’s CEO.  Executive shall perform these
                  Duties, and the Specific Duties as defined below, faithfully, diligently,
                  to the best of Executive’s ability and in the best interests of the Bank,
                  consistent with the highest standards of the banking industries
                  and in
                  compliance with all applicable laws, rules, regulations, and policies
                  applicable to the Bank, including, but not limited to, the Federal
                  Deposit
                  Insurance Act, as amended, and all regulations thereunder, and
                  the Bank’s
                  Articles of Association and
                  Bylaws.

              


      

      


      


      
        	 	
                Initials:______

              	
                Initials:
                  _____

              	 


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                b.

              	
                Executive
                  Vice President and Chief Credit Officer of
                  Parent.  Executive also shall have the position of Executive
                  Vice President and Chief Credit Officer of Parent.  Executive
                  agrees to render services and perform the duties and acts of Executive
                  Vice President and Chief Credit Officer of Parent as may be required
                  by
                  the Board of Directors of Parent and/or the Parent’s
                  CEO.

              


      

      


      Specific
        Duties.  Without limiting any of Executive’s Duties and
        obligations under Section 2.2, above, Executive agrees to undertake and perform
        all duties required of the Position (“Specific Duties”), including, but are not
        limited to:

      


      
        	
                 

              	
                (a)

              	
                Formulates,
                  reviews and updates loan policy and presents changes to Directors
                  Loan
                  Committee as appropriate.

              


      

      
        	
                 

              	
                (b)

              	
                Approves
                  loans within established limits in the area of commercial lending
                  and
                  Small Business Administration loans, and makes recommendations
                  to
                  Directors Loan Committee.

              


      

      
        	
                 

              	
                (c)

              	
                Directs
                  credit officers, SBA Business Development Officers, and Special
                  Assets
                  staff, regarding structure, documentation, compliance, and loan
                  workouts.

              


      

      
        	
                 

              	
                (d)

              	
                Serves
                  as primary contact for the credit function on regulatory exams
                  and credit
                  review.

              


      

      
        	
                 

              	
                (e)

              	
                Provides
                  credit training directly or through other
                  resources.

              


      

      
        	
                 

              	
                (f)

              	
                Recommends
                  and monitors loan concentration
                  limits.

              


      

      
        	
                 

              	
                (g)

              	
                Serves
                  as the Bank’s Community Reinvestment Act
                  Officer.

              


      

      
        	
                 

              	
                (h)

              	
                Develops/enhances
                  loan products and
                  underwriting.

              


      

      
        	
                 

              	
                (i)

              	
                Analyzes
                  and determines the allowance for loan and lease loss
                  (ALLL).

              


      

      
        	
                 

              	
                (j)

              	
                Develop
                  and maintain effective communication and working relationships
                  with direct
                  reports and inter-departmental
                  staff.

              


      

      


      


      
        	 	
                Initials:______

              	
                Initials:
                  _____

              	 


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      Conflict
        of Interests.
  Executive shall not directly or indirectly render any services
        of a business, commercial or professional nature, to any other person, firm
        or
        corporation, whether for compensation or otherwise, which are in conflict
        with
        the Bank’s interests.  Further, Executive shall not engage in any
        activity that would impair Executive’s ability to act and exercise independent
        judgment in the best interests of the Bank.

      


      Exclusive
        Services.  During employment by the Bank, Executive shall not,
        without the express prior written consent of the Board of Directors, engage
        directly or indirectly in any outside employment or consulting of any kind,
        whether or not Executive receives remuneration for such
        services.  Nothing in this Section 2.5 shall prohibit Executive from
        providing volunteer consulting services (the “Volunteer Services”) through
        established non-profit or charitable organizations in furtherance of such
        organization’s purposes, so long as such Volunteer Services do not materially
        interfere with Executive’s performance of his duties and obligations under this
        Agreement.

      


      
        	
              	
                3.

              	
                ARTICLE
                  3 – COMPENSATION.  As the total consideration for
                  the   services that Executive renders under this Agreement,
                  Executive shall be entitled to the
                  following:

              


      

      


      Base
        Salary.  Effective September 6, 2007, the Bank shall pay Executive
        a base salary of One Hundred Fifty Thousand Dollars ($150,000.00) per year,
        less
        income tax and other applicable withholdings.  On or before February
        28th of each
        year, the CEO shall review the base salary payable to Executive under this
        Agreement and shall determine, in the CEO’s sole discretion, whether or not to
        adjust such salary.  Any such adjustment shall be effective as of the
        first day of March of each calendar year.  Nothing in this Section 3.1
        shall obligate the Bank to increase the salary payable to Executive as a
        result
        of any such review; provided that in no event shall the Bank reduce the salary
        payable to Executive as a result of such review.  Base salary shall be
        paid in accordance with Bank’s regular payroll practices.

      


      


      
        	 	
                Initials:______

              	
                Initials:
                  _____

              	 


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      


      
        	
              	
                3.2

              	
                Annual
                  Bonus.  Executive shall be eligible to receive an annual
                  bonus, at an amount, if any, determined by the Board of Directors
                  in its
                  sole discretion.  If it is determined that a bonus will be paid
                  Executive for any calendar year, the bonus will be paid at or near
                  the
                  close of the calendar year, but no later than thirty (30) days
                  after
                  year-end.  Executive acknowledges and agrees that nothing in
                  this Agreement or the Bank’s general policies shall require the Bank to
                  pay Executive a bonus for any year, to pay Executive a bonus in
                  particular
                  amount for any year, or to pay Executive a bonus by reason of the
                  Bank’s
                  payment of a bonus to any other executives of the
                  Bank.

              


      

      


      
        	
              	
                3.3

              	
                Stock
                  Options.

              


      

      


      
        	
                 

              	
                (a)

              	
                Proposed
                  Options.  At the first meeting of the Board of Directors
                  after date of hire, Executive’s proposed options shall be presented to the
                  Board of Directors for approval covering 7,500 shares of the Common
                  Stock
                  of Parent (the “Common Stock”) in accordance with the terms and conditions
                  of the Parent’s 2006 Stock Option Plan (the
                  “Plan”).

              


      

      
        	
                 

              	
                (b)

              	
                Vesting
                  Schedule.  Executive’s interest in the foregoing options
                  (the “Options”) shall vest pro rata on an annual basis over a period of
                  five (5) years from the date of grant of the
                  Option.

              


      

      
        	
                 

              	
                (c)

              	
                Acknowledgement.  Executive
                  acknowledges that (i) under the Plan the exercise price of the
                  Options
                  will be the par share fair market value of the Common Stock as
                  of the date
                  of grant of the Option and (ii) Executive has read, reviewed and
                  is
                  familiar with the terms and conditions of the Plan and the form
                  of the
                  Option Agreement under which the Options will be granted to
                  Executive.

              


      

      
        	
                 

              	
                (d)

              	
                Adjustment
                  of Option Shares.  The foregoing number of shares covered by
                  an Option shall be appropriately adjusted in the event of a stock
                  split,
                  reverse stock split, stock dividend, combination or reclassification
                  of
                  the Common Stock, or similar change in the capital structure of
                  the Bank
                  that occurs between the Effective Date of this Agreement and the
                  date on
                  which the Option is
                  granted.

              


      

      


      


      
        	 	
                Initials:______

              	
                Initials:
                  _____

              	 


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      
        	
              	
                3.4

              	
                Signing
                  Bonus.

              


      

      


      
        	
                 

              	
                (a)

              	
                Bank
                  shall pay Executive Fifteen Thousand Dollars ($15,000.00) less
                  income tax
                  and other applicable withholdings on the first payroll following
                  the date
                  of hire.

              


      

      
        	
                 

              	
                (b)

              	
                Executive
                  will refund the entire Fifteen Thousand Dollars ($15,000.00) signing
                  bonus
                  should the Executive leave the Bank for any reason other than termination
                  without cause.  Refund of the signing bonus will be due within
                  two (2) weeks of the last day of Executive’s employment by the
                  Bank.

              


      

      


      
        	
                3.5

              	
                401K
                  Plan.  Subject to Executive’s compliance with the
                  eligibility and other terms and conditions of the Plan, Executive
                  will be
                  eligible to participate in the Bank’s 401(k)
                  Plan.

              


      

      


      
        	
                3.6

              	
                Bank
                  Executive Benefits.  Subject to Executive’s satisfaction of
                  any eligibility requirements, Executive shall be eligible to participate
                  in the Bank’s employee benefit plans, for both Executive and family
                  (including medical, dental, vision, prescription plan, life insurance,
                  and
                  short-term disability benefits) generally provided by the Bank
                  to its
                  senior executives.  In all events, the Bank’s liability to
                  Executive shall be limited to the amount of premiums payable by
                  the Bank
                  to obtain the coverage(s) contemplated herein.  Nothing in this
                  Section 3.6 or any other provision of this Agreement shall prohibit
                  the
                  Bank from, or limit the right of the Bank to, changing or modifying
                  the
                  terms of any of the foregoing employee benefit plans or terminating
                  any of
                  such plans.

              


      

      


      
        	
                3.7

              	
                Vacation.  Executive
                  shall be entitled to vacation time of not more than four (4) weeks
                  per
                  year, provided however that, during each year of the Term, Executive
                  is
                  required to and shall take at least two (2) weeks of said vacation
                  (the
                  “mandatory vacation”), which shall be taken
                  consecutively.  Executive shall be entitled to accumulate up to
                  six (6) weeks of accrued vacation, after which additional vacation
                  will
                  not accrue.  The Bank shall not be obligated to pay or reimburse
                  Executive at the end of any calendar year for any amount of unused
                  vacation time.  The Bank shall, however, pay Executive for any
                  accrued and unused vacation time should the Executive leave the
                  employ of
                  the Bank.

              


      

      


      


      
        	 	
                Initials:______

              	
                Initials:
                  _____

              	 


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      3.8  Reimbursement
        for Expenses.  The Bank shall reimburse Executive for any and all
        reasonable business expenses incurred by Executive on behalf of the Bank
        in the
        performance of this Agreement, approved expenditures to be determined by
        the
        Board of Directors (“Business Expenses”).  A reimbursable Business
        Expense shall be of a nature qualifying it as a proper business expense
        deduction on the federal and state income tax returns of the
        Bank.  Executive must be able to furnish adequate records and other
        documentary evidence as may be required by Federal and State
        statutes.

      


      
        	
              	
                4.0

              	
                ARTICLE
                  4 – TERMINATION ON CHANGE IN
                  CONTROL

              


      

      


      
        	
              	
                (a)

              	
                Severance
                  Compensation.  If, within one (1) year after the occurrence
                  of the Change in Control, Executive terminates his employment under
                  this
                  Agreement for Good Reason (as defined below) or the Bank Terminates
                  Executive’s employment other than for cause (as defined in (c) below, the
                  Bank shall pay to or on behalf of Executive one (1) year’s base salary and
                  the costs of Executive’s Benefits for a period of one (1) year after such
                  the date of termination.  The foregoing salary and benefits
                  shall be paid in monthly installments over such one-year period
                  in
                  accordance with the Bank’s normal practices.  This provision
                  shall apply only if Executive terminates his employment for Good
                  Reason or
                  if the Bank terminates Executive’s employment, and shall not apply if
                  Executive terminates his employment on any other
                  basis.

              


      

      
        	
              	
                (b)

              	
                For
                  Good Reason.  For purposes of this Section, the term “Good
                  Reason” shall mean and include only the occurrence of any of the following
                  events:

              


      

      


      
        	
                 

              	
                (i)

              	
                A
                  material change occurs in the functions, duties, responsibilities,
                  reporting relationship, location of work, and/or title of Executive
                  which
                  is not agreed to by Executive, provided that none of (A) a change
                  in
                  Executive’s title following the merger or consolidation of the Bank with
                  or into any other corporation or entity or (B) a temporary change
                  any of
                  the matters described in this clause (i) for a period of no more
                  than
                  sixty (60) consecutive days as a result of Executive’s incapacity or
                  disability shall by itself constitute an event described in this
                  clause
                  (i); or
                  (ii) the Bank requires Executive to perform any function or duty,
                  the
                  performance of which would violate any material statute or public
                  policy
                  the violation of which could expose Executive to personal liability
                  or
                  which would have a material adverse effect o Executive’s business
                  reputation.

              


      

      


      


      
        	 	
                Initials:______

              	
                Initials:
                  _____

              	 


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      
        	
                (c)

              	
                Termination
                  by the Bank for Cause.  For purposes of this Section the
                  term “cause” means and includes
                  only:

              


      

      
        	
                 

              	
                (i)

              	
                conviction
                  of or confession by Executive to theft, fraud, or embezzlement
                  against the
                  Bank;

              


      

      
        	
                 

              	
                (ii)

              	
                Executive’s
                  breach or violation of any material written policy or regulation
                  of the
                  Bank, including, but not limited to, any written policy or regulation
                  dealing with sexual harassment, discrimination based on age, sex,
                  race,
                  religion, or other protected category, illicit drugs, and environmental
                  protection matters;

              


      

      
        	
                 

              	
                (iii)

              	
                Executive’s
                  willful breach of violation of any material law, rule or regulation
                  (other
                  than traffic violations or similar offenses) or final order of
                  a court of
                  competent jurisdiction applicable to the Bank or
                  Executive;

              


      

      
        	
                 

              	
                (iv)

              	
                Executive’s
                  taking of any material action which requires the prior approval
                  of the
                  Board of Directors without such approval;
                  and

              


      

      
        	
                 

              	
                (v)

              	
                Executive’s
                  breach of or failure to perform any of his fiduciary duties to
                  the Bank or
                  any shareholders involving personal
                  profit.

              


      

      


      
        	
              	
                5.0

              	
                ARTICLE
                  5 – CONFIDENTIALITY AND
                  NON-SOLICITATION

              


      

      


      
        	
                 

              	
                5.1

              	
                Confidentiality
                  and Trade Secrets.  Executive acknowledges that, in the
                  course of his employment with the Bank, Executive will acquire
                  information
                  about the Bank’s borrowers and clients, terms and conditions of Bank
                  transactions, pricing information for the purchase or sale of assets,
                  financing and securitization arrangements, research materials,
                  manuals,
                  computer programs, formulas analyzing assets portfolios, techniques,
                  data,
                  marketing plans and tactics, technical information, lists of asset
                  sources, the processes and practices of the Bank and related companies,
                  information contained in electronic or computer
                  files, financial information, salary and wage information, and
                  other
                  information that is designated by the Bank or its affiliates as
                  confidential or that Executive knows or should know is confidential
                  information provided by third parties and that the Bank or its
                  affiliates
                  are obligated to keep confidential as well as other proprietary
                  information of the Bank or its affiliates (“Confidential
                  Information”).   Executive acknowledges that all
                  Confidential Information is and shall continue to be the exclusive
                  property of the Bank.  Executive agrees not to disclose any
                  Confidential Information, either during the Term or thereafter,
                  directly
                  or indirectly, under any circumstances or by any means, to any
                  third
                  person or party without the prior written consent of the
                  Bank.

              


      

      


      


      
        	 	
                Initials:______

              	
                Initials:
                  _____

              	 


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      
        	
                 

              	
                5.2

              	
                Non-Solicitation
                  of Executives.  Except as permitted by the prior Written
                  consent of either the President/CEO of the Bank or the Chairman
                  of the
                  Board of Directors, during the one (1) year period following the
                  termination date, Executive shall not directly or indirectly solicit
                  for
                  employment or for independent contractor work from any executive
                  of the
                  Bank, and shall not encourage any such executive to leave the employment
                  of the
                  Bank.

              


      

      


      
        	
                 

              	
                5.3

              	
                Non-Solicitation
                  of Customers.  During the one (1) year period following
                  the termination date, Executive shall not directly: (a) solicit
                  business
                  from any customers of the Bank; (b) encourage any customers to
                  stop using
                  the facilities or services of the Bank; or (c) encourage any customers
                  to
                  use the facilities or services of any competitor of the
                  Bank.

              


      

      


      
        	
                 

              	
                5.4

              	
                Bank
                  to Benefit from Provisions.  To the extent any provisions of
                  this
                  Article 5 relate in any way to Confidential Information and trade
                  secrets
                  of the Bank, then the obligations of Executive set forth herein
                  shall also
                  extend to the Bank and inure to its
                  benefit.

              


      

      


      


      
        	 	
                Initials:______

              	
                Initials:
                  _____

              	 


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      
        	
              	
                6.0

              	
                ARTICLE
                  6 – BANK’S OWNERSHIP IN EXECUTIVE’S
                  WORK

              


      

      


      
        	
                 

              	
                6.1

              	
                Bank’s
                  Ownership.  Executive agrees that all inventions,
                  discoveries, improvements, trade secrets, formulas, techniques,
                  processes,
                  and know-how, whether or not patentable, and whether or not reduced
                  to
                  practice, that are conceived or developed during Executive’s employment
                  with the Bank, either alone or jointly with others, or relating
                  to the
                  Bank or to the banking industry (“Bank’s Work”), and any written record
                  that Executive may maintain of Bank’s Work, shall be owned exclusively by
                  the Bank.  Executive hereby assigns to Bank, all of Executive’s
                  right, title, and interest, if any, in such intellectual property
                  defined
                  as Bank’s Work.  Executive shall furnish to Bank any and all
                  such records pertaining to Bank’s Work, immediately upon
                  request.  Notwithstanding anything in this Section 6.1 to the
                  contrary, any inventions, discoveries, improvements, trade secrets,
                  formulas, techniques, processes and know-how conceived or developed
                  by
                  Executive solely while providing Volunteer Services (as defined
                  in Section
                  2.5 above) shall not be considered Bank
                  Work.

              


      

      
        	
                 

              	
                6.2

              	
                Return
                  of Bank’s Property and Materials.  Upon termination of
                  employment with the Bank, Executive shall deliver to the Bank all
                  Bank
                  property and materials that are in Executive’s possession or control,
                  including Bank’s Work, within five (5) calendar
                  days.

              


      

      
        	
                 

              	
                6.3

              	
                Bank
                  to Benefit from Provisions.  To the extent any provisions of
                  this Article 6 relate in any way to information, property, rights,
                  projects, ventures, or inventions of the Bank, then the obligations
                  of
                  Executive set forth in this Article 6 shall also extend to the
                  Bank and
                  inure to its benefit.

              


      

      


      
        	
              	
                7.0

              	
                ARTICLE
                  7 – ARBRITRATION

              


      

      


      
        	
                 

              	
                7.1

              	
                Obligation
                  to Arbitrate.  If any, dispute, controversy or claim arises
                  out of or relates to this Agreement, such dispute, controversy,
                  or claim
                  shall be settled by binding arbitration only, in accordance with
                  the Rules
                  of Judicial Arbitration and Mediation Services, using legal principles
                  and
                  damages according to California Law, and shall be selected by and
                  agreed
                  upon by both parties.  Judgment upon the arbitrator’s award
                  shall be entered in the jurisdiction thereof.  The arbitrator
                  shall determine which party is the prevailing party and shall include
                  in
                  the award, the prevailing party’s actual attorney’s fees and costs. The
                  arbitrator shall have no authority to grant either punitive or
                  consequential damages to any party.  Nothing in Article 7 shall
                  prohibit or limit the right of the Bank to commence suit or other
                  judicial
                  proceedings seeking injunction or other equitable relief in the
                  event of
                  Executive’s breach or threatened breach of any of his obligations under
                  any of Sections 5 or 6 of this Agreement or Sections 5 or 6 of
                  the
                  Original
                  Agreement.

              


      

      


      


      
        	 	
                Initials:______

              	
                Initials:
                  _____

              	 


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      
        	
              	
                7.2

              	
                Arbitrator.  If
                  the parties cannot agree upon the selection of an arbitrator within
                  ten
                  (10) days of written demand upon the other, the parties shall choose
                  from
                  a list to be provided by the main Los Angeles office of the American
                  Arbitration Association (“ZAAA”) or of the Federal Mediation and
                  Conciliation Service, using the strike method, with the first to
                  strike
                  being determined by the flip of a
                  coin.

              


      

       

      
        	
              	
                7.3

              	
                Fee
                  Deposit.  As soon as practicable after selection of the
                  arbitrator, the arbitrator or their designated representative shall
                  determine a reasonable estimate of anticipated fees and costs setting
                  forth that party’s pro rata share of said fees and
                  costs.  Thereafter, each party shall, within ten (10) days of
                  receipt of said statement, deposit said sum with the
                  arbitrator.  Failure of any party to make such a deposit shall
                  result in forfeiture by the non-depositing party of the right to
                  prosecute
                  or defend the claim which is the subject of the arbitration, but
                  shall not
                  otherwise serve to abate, stay, or suspend the
                  arbitration.

              


      

       

      
        	
              	
                7.4

              	
                Hearing
                  Schedule.  Unless the parties agree otherwise, within one
                  hundred and twenty (120) days of the selection of the arbitrator,
                  a
                  hearing shall be conducted at a time and a place in Santa Barbara
                  County
                  agreed upon by the parties.  Arbitration shall be conducted in
                  accordance with AAA employment rules and procedures (“AAA Rules”), the
                  terms of this Agreement shall
                  prevail.

              


      

       

      
        	
              	
                7.5

              	
                Award.  Within
                  thirty (30) days of conclusion of the arbitration hearing, the
                  arbitrator
                  shall issue an award, accompanied by a written decision explaining
                  the
                  basis for the arbitrator’s award.  The decision of the
                  arbitrator shall be final, binding, and non-appealable, except
                  as
                  otherwise permitted by Law, and may be enforced as a final judgment
                  in any
                  court of competent
                  jurisdiction.

              


      

       

      


      
        	 	
                Initials:______

              	
                Initials:
                  _____

              	 


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      
        	
              	
                8.0

              	
                ARTICLE
                  8 – MISCELLANEOUS

              


      

      


      
        	
              	
                8.1

              	
                Parent
                  as a Party.  Parent is a party to this Agreement solely for
                  purposes of affecting the grant of the Options contemplated in
                  Section 3,
                  above.  Parent shall have no liability or obligation to
                  Executive with respect to the Bank’s performance or non-performance of any
                  of its obligations under this
                  Agreement.

              


      

      


      
        
          	
                	
                  8.2        
                    

                	
                  Injunctive
                    Relief .  Executive hereby acknowledges and agrees that it
                    would be difficult to fully compensate the Bank for damages for
                    a breach
                    or threatened breach of any of the provisions of Sections 5 or
                    6 hereof or
                    Sections 5 or 6 of the Original Agreement . Accordingly, Executive
                    specifically agrees that the Bank shall be entitled to temporary
                    and
                    permanent injunctive relief to enforce the provisions of Sections
                    5 or 6
                    hereof or Sections 5 or 6 of the Original Agreement, and that
                    such relief
                    may be granted without the necessity of proving actual damages
                    .  The foregoing provision with respect to injunctive relief
                    shall not, however, prohibit the Bank from pursuing any other
                    rights or
                    remedies available to the Bank for breach or threatened breach,
                    including,
                    but not limited to, the recovery of damages from Executive or
                    any third
                    parties.

                


        

         

      

      
        	
                 

              	
                8.3

              	
                Authorized
                  Representative of the Bank.  Although Executive is officer
                  of the Bank, any and all actions and decisions to be taken
                  or
                  made by the Bank under this Agreement or with respect to the employment
                  relationship described in this Agreement, and any and all consents,
                  approvals and agreements permitted or required to be given or made
                  on the
                  part of the Bank under this Agreement, shall be made and accomplished
                  by
                  the Bank only through the actions taken, in writing, of its Chief
                  Credit
                  Officer or such other person or persons as the Board of Directors
                  may from
                  time to time
                  designate.

              


      

      


      
        	
                 

              	
                8.4

              	
                Tax
                  Advice.  Executive represents and warrants to the Bank that
                  he has sought and received independent professional advice concerning
                  the
                  treatment of the transactions contemplated by this Agreement under
                  the
                  Code, the rules and regulations promulgated thereunder by the Internal
                  Revenue Service (the “j$”) and the income tax laws of any other applicable
                  taxing jurisdictions, and that he is not relying upon any representation,
                  warranty
                  or other statement made by the Bank, its counsel or anyone acting
                  on
                  behalf of the Bank with respect to such treatment or the structuring
                  of
                  the compensation payable under this Agreement as assuring any particular
                  income tax treatment.  Executive understands and agrees that
                  neither the Bank, its counsel, nor anyone acting on behalf of the
                  Bank has
                  made or is making any representation, warranty or other statement
                  with
                  respect to such income tax
                  treatment.

              


      

       

       

      
        	 	
                Initials:______

              	
                Initials:
                  _____

              	 


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      
        	
                 

              	
                8.5

              	
                Notice.  Any
                  notice or other communication required or Permitted under this
                  Agreement
                  shall be in writing and shall be deemed received (i) when personally
                  delivered, or (ii) if mailed, one (1) week after having been placed
                  in the
                  United States mail, registered, or certified, postage prepaid,
                  addressed
                  to the party to whom it is directed at the address listed below
                  or (iii)
                  if sent by facsimile, email or other form of electronic transmission,
                  one
                  (1) business day after the notice is transmitted to the facsimile
                  number,
                  email address, or other address specified on the signature page
                  of this
                  Agreement, and the transmitting party either receives confirmation
                  of
                  transmission or does not receive notice of
                  non-delivery.

              


      

       

      
        	
                 

              	
                8.6

              	
                Entire
                  Agreement.  This Agreement, including any documents
                  expressly incorporated into it by the terms of this Agreement,
                  constitutes
                  the entire Agreement between the parties.  This Agreement
                  supersedes and rescinds any and all prior oral and written agreements,
                  understandings, negotiations, and discussions relating to the employment
                  of Executive by Bank.  This Agreement may not be modified,
                  supplemented or amended by oral agreement, but only by an agreement
                  in
                  writing signed by Bank and
                  Executive.

              


      

       

      
        	
                 

              	
                8.7

              	
                Amendment.  This
                  Agreement may be amended only in writing Duly executed by all of
                  the
                  parties hereto.  Notwithstanding anything in this Agreement to
                  the contrary, any amendment to Section 3.4 of this Agreement shall
                  be made
                  in compliance with the requirements of Section 409A of the Coder
                  and the
                  Treasury Regulations
                  thereunder.

              


      

       

      


      
        	 	
                Initials:______

              	
                Initials:
                  _____

              	 


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                8.8

              	
                Survival
                  of Certain Provisions.  Notwithstanding anything to the
                  Contrary contained herein, in the event of any termination of this
                  Agreement, the rights and obligations of the parties under Sections
                  3.4,
                  4.2(b), 4.2(c), 4.3(d), 4.4(d), 4.4(e), 4.5(a), 4.5(b), 4.6(c),
                  4.6(d),
                  4.6(e), 4.7(b), and 4.7(c) and Articles 5, 6, 7 and 8 hereof shall
                  survive
                  such termination and shall continue in full force and effect until
                  fully
                  performed.

              


      

       

      
        	
                 

              	
                8.9

              	
                Waivers.  All
                  rights and remedies of the parties hereto are Separate and cumulative,
                  and
                  no one of them, whether exercised or not, shall be deemed to limit
                  or
                  exclude any other rights or remedies which the parties hereto may
                  have.  Neither party hereto shall be deemed to waive any rights
                  or remedies under this Agreement unless such waiver is in writing
                  and
                  signed by such party.  No delay or omission on the part of
                  either party hereto in exercising any right or remedy shall operate
                  as a
                  waiver of such right or remedy or any other right or remedy.  A
                  waiver of any right or remedy on any one occasion shall not be
                  construed
                  as a bar to or waiver of any such right or remedy on any future
                  occasion.

              


      

       

      
        	
              	
                8.10

              	
                Successors
                  and Assigns.  The Bank shall require any successor or
                  assignee, whether direct or indirect, by purchase, merger, consolidation,
                  or otherwise to all or substantially all of the business or assets
                  of the
                  Bank to expressly assume and agree to perform in writing this Agreement
                  in
                  the same manner and to the same extent that the Bank would be required
                  to
                  perform it if no such succession or assignment had taken
                  place.  This Agreement shall inure to the benefit of and be
                  binding upon the Bank, its successors and assigns, and upon Executive
                  and
                  Executive’s heirs, executors, administrators and legal
                  Representatives.  No party to this Agreement may delegate its or
                  their duties hereunder without the prior written consent of the
                  other
                  party to this Agreement.

              


      

       

      
        	
              	
                8.11

              	
                Governing
                  Law.  This Agreement is entered into in the State of
                  California, and California law shall in all respects govern the
                  validity,
                  construction, and interpretation of this
                  Agreement.

              


      

      


      


      
        	 	
                Initials:______

              	
                Initials:
                  _____

              	 


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                8.12

              	
                Attorney’s
                  Fees.  In any arbitration, suit or other action between the
                  parties seeking enforcement of any of the terms and provisions
                  of this
                  Agreement, the prevailing party in such arbitration, suit or other
                  action
                  shall be awarded, in addition to damages, injunctive or other relief,
                  its
                  reasonable costs and expenses, not limited to taxable costs, and
                  a
                  reasonable attorney’s fees.  In order for a party to change its
                  address or other information for the purpose of this section, the
                  party
                  must first provide notice of that change in the manner required
                  by this
                  section.

              


      

       

      
        	
              	
                9.0

              	
                ARTICLE
                  9 – RECEIPT OF
                  AGREEMENT

              


      

      


      
        	
                 

              	
                9.1

              	
                Receipt
                  of Agreement.  Each of the parties hereto acknowledges that
                  they have read this Agreement in its entirety and does hereby acknowledge
                  receipt of a fully executed copy thereof.  A fully executed copy
                  shall be an original for all purposes, and is a duplicate
                  original.

              


      

      


      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Employment and
        Confidentiality Agreement to be executed as of the Effective Date set forth
        above.

      


      ACCEPTED
        AND AGREED:

      


      EXECUTIVE

      


      


      
        	
                By:

              	
                 

              	 	 
	
                Name:

              	
                Richard
                  M. Favor

              	 	 
	 	 	 	 
	
                Address
                  for Notice:

              	 	 
	
                1888
                  Lyndhurst Avenue

              	 	 
	
                Camarillo,
                  CA 93010

              	 	 
	
                Telephone:
                  (805) 388-0364

              	 	 
	 	 	 	 
	
                COMMUNITY
                  WEST BANK

              	 	 
	
                  A
                  National Banking Association

              	 	 
	 	 	 	 
	 	 	 	 
	
                By:

              	
                 

              	 	 
	
                Name:

              	
                Lynda
                  Nahra, President & CEO

              	 	
                Initials:
                  _____ Initials: _____

              


      

       

       

      15