Exhibit 10.13



EMPLOYMENT   AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement"), dated as   ofMay 1, 2017 by and among Broadway Financial Corporation, ("BFC"),   Broadway Federal Bank, f.s.b. the "Bank" and, together with BFC,   the "Company"), and Ruth McCloud(the Executive"). The term   Company shall refer to BFC in respect of Executive's services to BFC and 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 Company nd the Bank   since June 30, 2014; and WHEREAS, the Company desires to continue to retain   the Executive to serve as Senior Vice President, Chief Retail Banking Officer   of the Company on the terms and onditions set forth in this Agreement, and   the Executive desires to provide such services n such terms and conditions.   NOW, THEREFORE, in consideration of the terms and mutual covenants herein nd   for 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 Senior Vice President, Chief Retail Banking   Officer during the service period fixed by Section 4 ereof (the "Service   Period"). The Executive shall report to the President and Chief xecutive   Officer of BFC (the "Board") and shall have such duties and   responsibilities as re consistent with the position of a senior vice   president and chief retail banking officer f a bank and holding company of   similar size and complexity as the Company (the Services"). The   Executive's principal work location shall be at the Company's principal   xecutive offices, provided, that the Executive may be required to travel as   reasonably ecessary in order to perform the Executive's duties and   responsibilities hereunder. (b) During the Service Period, excluding any   periods of vacation and ick leave to which the Executive is entitled, the   Executive shall devote substantially all of he Executive's working time,   energy and attention to the performance of her duties and esponsibilities   hereunder and shall faithfully and diligently endeavor to promote the usiness   of the Company. During the Service Period, the Executive may not, without the   rior written consent of the Board, directly or indirectly, operate,   participate in the anagement, operations or control of, or act as an   executive, officer, consultant, agent or epresentative of, any type of   competitive business or service, provided that the Executive ay, to the   extent not otherwise prohibited by this Agreement, devote such amount of time   s does not interfere with the performance of the Executive's duties under   this Agreement o engaging in community and charitable activities. 


    




 










(a) Base   Salary. During the Service Period, the Executive shall be paid an annual base   salary of $194,670.00 for the Executi ve's Services hereunder, payable in   accordance with the normal and customary payroll procedures applicable to the   Company's senior executives. The Executive's base salary shall be subject to   increase [but not decrease], as determined by the Board in its discretion   (such base salary, as in effect from time to time, the "Base   Salary"). (b) Changes in Compensation and Benefits. The payment or   accrual of bonuses, and the grant and vesting of any equity incentive awards,   pursuant to Section 2(c) below or otherwise shall in all events be subject to   EESA and the Interim Final Rule (both as defined in Section 11(a) hereof).   (c) Equity Incentives. The Executive shall be entitled to participate in the   Bank' s Employee Stock Ownership Plan (the "ESOP") in accordance   with its terms. In addition, the Executive shall be eligible for equity-based   awards pursuant to BFC's Amended and Restated 2008 Long-Term Incentive Plan   ("2008 Long Term Plan") of such ypes and in such amounts as shall   be determined by the compensation committee of the Board (or the Board, in   the absence of the compensation committee) based on the Executive's   performance for the preceding year. Each of such awards shall vest and, in   the case of any stock options, become exercisable to the extent of twenty   percent (20%) of the shares covered thereby, on the first anniversary of the   date of grant, and an additional wenty percent (20%) of the shares covered   thereby on each subsequent anniversary of the date of grant, provided that   vesting will cease upon termination of Executive's Services, all as more   specifically set forth in the 2008 Long-Term Plan or applicable award   agreement. Any stock options granted to the Executive pursuant to the 2008   Long-Term Plan shall be exercisable by the Executive at the Executive's   estate, legal representative or heirs for a period of twelve (12) months   after termination of the Service Period due to the death or Disability, alias   more specifically set forth in the 2008 Long-Term Plan or the applicable   Award Agreement. (d) hall be eligible to Other Benefits. Except as otherwise   provided herein, the Executive participate in all employee benefit plans and   arrangements of the Company applicable to other senior executive officers,   including, without limitation, the Bank's incentive compensation plan, the   Company's 401(k) Plan with continuation of the Company's current employee   contribution matching policy, and medical, dental, life and ong-term   disability insurance programs. (e) Vacation.The Executive shall be entitled   paid vacation in be an ccordance with the Company's vacation policy;   provided, that the Executive shall ntitled to not less than twenty (20) days   of vacation in each calendar year (or ppropriately pro-rated portion thereof   for partial years). The Executive shall be permitted o accrue permitted   vacation days at such rate and carry over a maximum of fifteen (15) ays of   such accrued unused vacation from year to year. 


    




 










with an   automobile allowance in the amount of $800.00 per month during the Service   Period, payable in accordance with the normal and customary practices   applicable to the Company's senior executives. 3. Reimbursement for Expenses.   (a) Business Expenses. The Company shall promptly reimburse the Executivefor   all reasonable out-of-pocketbusiness expenses, including, without limitation,   travel expenses incurred by the Executive in connection with carrying out her   responsibilities under this Agreement during the Service Period upon   presentation of appropriate vouchers, receipts or other satisfactory evidence   thereof and otherwise in accordance with applicable Company policies. (b)   Memberships. The Company shall pay or reimburse the Executive or trade   membership dues and fees during the Service Period in accordance with the   Company's policies and procedures as in effect from time to time. 4. Service   Period. (a) Term. The "Service Period" during which the Executive   shall perform the Services for the Company pursuant to this Agreement means   the period commencing on the date hereof and, subject to extension as set   forth below, expiring at the lose of business on the third (3rd) anniversary   of the date hereof in the year 2020. Prior o December 31 of each calendar   year during the Service Period, the Board shall review he Executive's   performance, shall discuss the results of such review with Executive and   romptly shall inform the Executive in writing whether the Board proposes to   extend the Service Period for an additional year, and the results thereof   shall be included in the minutes of the Board's meeting at which the same has   been considered. If the Board nforms the Executive that it proposes to extend   the Service Period, and the Executive ccepts such proposal, the Service   Period shall be extended to end on the anniversary of he date hereof that   occurs in the year immediately following the expiration date of the then   xisting Service Period. Notwithstanding the foregoing, nothing herein shall   bar the parties rom (a) extending the Service Period under this Agreement by   mutual agreement or (b) ontinuing the Executive's employment by the Company   without extension of this Agreement, subject to Section 4(b)(iii) below. (b)   Termination.Notwithstanding the foregoing, the Service Period may be   terminated at any time upon the earliest to occur of the following events or   any of he events identified in Section 7 hereof: (i) Death or Disability. The   Service Period shall terminate upon he Executive's death or Disability. For   this purpose, "Disability" means that either (A) he Executive is   deemed disabled for purposes of any group or individual long-term isability   policy maintained by the Company that covers the Executive, or (B) in the   good aith judgment of the Board, the Executive is substantially unable to   perform the xecutive's duties under this Agreement for more than one hundred   twenty (120) days, 


    




 










mental illness   or injury. (ii) Termination for Cause by the Company. The Company may   terminate the Service Period for Cause at any time effective upon written   notice to the Executive. For purposes of this Agreement, the term   "Cause" shall mean the termination of the Service Period on account   of (A) the Executive's failure to substantially perform the Executive's   duties hereunder or as reasonably assigned to the Executive by the Board and   consistent with the Executive's obligations hereunder and Executive shall not   have cured such failure (as determined in the reasonable judgment of the   Board) within thirty (30) days after written notice from the Board; (B) the   Executive's material breach of this Agreement or any material written policy   of the Company and failure of the Executive to have cured such breach (as   determined in the reasonable judgment of the Board) within thirty (30) days   after written notice from the Board; (C) the Executive's willful violation of   any law, rule, or regulation (other than traffic violations or similar   offenses) or entry of a final cease­ and-desist order against the Executive;   (D) conviction of a felony or a plea of nolo contendere to a felony; or (E)   conduct by the Executive constituting a misdemeanor nvolving a Disqualifier   (as defined below) by the Executive."Disqualifier" means (i) raud,   moral turpitude, dishonesty, breach of fiduciary duty involving personal   profit, organized crime or racketeering; (ii) willful violation of securities   or commodities laws or egulations; (iii) willful violation of depository   institution laws or regulations; (iv) willful violation of housing authority   laws or regulations arising from the operations of the Bank; or (v) willful   violation of the rules, regulations, codes of conduct or ethics of a self­   egulatorytrade or professionalorganization. Notwithstandingthe foregoing, the   Executive shall not be deemed terminated for Cause unless and until there   shall have been delivered to the Executive a copy of the resolution duly   adopted by the Board at a meeting of the Board called and held for that   purpose (after reasonable notice to the Executive) and n opportunity for the   Executive, together with counsel, to be heard before the Board), inding that,   in the good faith ofthe Board, the Executive's conduct justified termination   or Cause and specifying the particulars thereof in reasonable detail. (iii)   Termination without Cause by the Company. The Company may terminate the   Service Period without Cause. For the avoidance of doubt, "termination   without Cause" includes, without limitation, the failure by the Company   for whatever eason to extend the Service Period pursuant to Section 4(a),   except if the Executive refuses n writing to accept the then one (1) year   extension of the Service Period. (iv) Termination by the Executive for Good   Reason. The xecutive may terminate the Service Period for Good Reason within   ninety (90) days ollowing the initial existence of the circumstances giving   rise to Good Reason, subject to he terms and conditions ofthis Section   4(b)(iv). For purposes of this Agreement, the term Good Reason" shall   mean, unless the Executive shall have consented in writing thereto, i) the   Executive's demotion, loss of title in part or in whole, loss of office, or   reduction of uthority, (ii) a reduction in the Executive's base salary, (iii)   relocation of the Executive's rimary work location more than twenty (20)   miles from 5055 Wilshire Boulevard, Los Angeles, California, (iv) a material   diminution of the Executive's responsibilities, or (v) 


    




 










except in the   event of a bona fide dispute regarding reimbursement of business expenses   provided, that the Executive shall have delivered written notice to the   Company, within thirty (30) days of the initial existence of the   circumstances giving rise to Good Reason, of the Executive's intention to   terminate the Service Period for Good Reason, which notice specifies in   reasonable detail the circumstances claimed to give rise to the Executive's   right to terminate the Service Period for Good Reason, and the Company shall   not have cured such circumstances within thirty (30) days following the   Company's receipt of such notice; provided, however, any breach by the   Company of a payment obligation hereunder must be cured within five (5) days   (rather than the foregoing 30 days) following the Company's receipt of such   notice. If, following such thirty (30)-day period (or such five (5)-day   period, as applicable), the Company has not cured such circumstances and the   Executive decides to proceed with the termination of the Service Period for   Good Reason, such a termination will be effected by providing the Company   with a Notice of Termination, which Notice of Termination shall be effective   as of the date given, without any further right to cure by the Company. (v)   Voluntary Termination by the Executive. The Executive may voluntarily   terminate the Service Period (other than for Good Reason), provided that he   Executive gives notice to the Company of the Executive's intent to terminate   the Service Period at least sixty (60) days in advance ofthe Date of   Termination. 5. Termination Procedure. (a) Notice of Termination. Any   termination of the Service Period by he Company or by the Executive (other   than a termination on account of the Executive's death) shall be communicated   by written "Notice of Termination" to the other party in ccordance   with Section 14(a) hereof. The Notice of Termination must indicate the   specific ermination provision in this Agreement the party giving such notice   believes to describe he circumstances applicable to such termination and   shall set forth in reasonable detail the acts and circumstances claimed to   provide a basis for termination of the Executive's mployment under such   provision. (b) Date of Termination. "Date of Termination" shall   mean (i) if the Service Period expires pursuant to Section 4(a) hereof, the   date on which the expiration of he Service Period occurs; (ii) if the Service   Period is terminated due to the Executive's eath or Disability, the date of   the Executive's death or the date on which the Notice of Termination is   received by the Executive that the Board made its determination of Disability   in accordance with Section 4(b)(i)(A) or (B) hereof; (iii) if the Company   erminates the Service Period for Cause, the date on which the Notice of Termination   is eceived by the Executive; (iv) if the Executive terminates the Service   Period for Good eason, the date on which the Notice of Termination is given   by the Executive (or such arlier date as may be agreed to by the Company);   (v) if the Executive voluntarily erminates the Service Period (other than for   Good Reason), the date specified in the Notice f Termination, which date   shall be no earlier than sixty (60) days after the date such notice s given   pursuant to Section 4(b)(v) hereof, unless otherwise agreed to by the   parties; and 


    




 










agreed upon by   the parties, after the giving of such notice) as set forth in such Notice of   Termination. Notwithstanding the foregoing, if the party receiving a Notice   of Termination notifies the other party that a dispute exists concerning the   appropriate characterization of the subject termination for purposes of   determining the Executive's entitlement to Accrued Obligations and Severance   Payments, and any other benefits hereunder, the Date of Termination shall be   the date on which the dispute shall be finally resolved whether by mutual   agreement of the parties, by a binding arbitration award, or by a final non­   appealable judgment or order by a court of competent jurisdiction, provided   that nothing herein modifies the mandatory arbitration provisions set forth   in Section 10 hereof. (c) Continuation of Payment. The Company shall continue   to pay the Executive's full compensation in effect when the Notice of   Termination giving rise to the dispute described in subsection (b) above was   given (including, but not limited to, the Executive's then Base Salary) and   continue the Executive as a participant in all employee benefit plans and   arrangements of the Company in which the Executive was participating when the   notice of dispute was given, until the dispute is finally resolved in   accordance with this Agreement. Amounts paid under this Section 5(c) shall   not be offset against, or educe, 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 by he Executive for Good Reason. In the event of the termination of   the Service Period by he Company for Disability or without Cause, or   termination of the Service Period by the Executive for Good Reason, and to   the extent permitted by applicable law and regulations, ncluding, without   limitation, those referred to in Section 11 hereof, the Company shall pay he   Executive, and the Executive shall be entitled to: (i) any unpaid portion of   the Base Salary through the Date of Termination; (ii) any unreimbursed   business expenses in ccordance with Section 3(a) hereof; (iii) [the rights   set forth in the 2016 Stock Option Agreement, and any subsequent equity   incentive awards granted pursuant to the 2008 Long-Term Plan, as the same may   be amended, or any other similar plan adopted by BFC; nd (iv) any vested   benefits to which the Executive is entitled under the terms of the Company's   employee benefit plans and programs, including, without limitation, the ESOP,   ubject to the terms of such plans and programs (collectively the   "Accrued Obligations"). n addition, the Company shall continue to   pay the Executive's monthly Base Salary (i.e., ne-twelfth (l/12th) of   Executive's annual Base Salary in effect as of the date immediately receding   the date of termination of employment, or the date immediately prior to the   initial xistence of circumstances giving rise to Good Reason, as applicable)   for (i) eighteen (18) months (the "Severance Period") regardless of   the then remaining portion of the Service eriod (each monthly salary   continuation payment shall be deemed to be a separate nstallment for purposes   of Section 409A ofthe Code) commencing with the first calendar month   following the Date of Termination and (ii) the Company shall continue during   the everance Period to pay the automobile allowance provided for in Sections   2(f) hereof, nd shall continue to pay the Executive for life, long-term   disability, medical and dental nsurance premiums in the manner consistent   with the Company's obligations to make such 


    




 










in accordance   with normal and customary payroll procedures applicable to the Company's   senior executives, subject to Section 6(d) hereof. Notwithstanding the   foregoing provisions of this Section 6(a): (i) the Executive's entitlement to   the Severance Payments shall be subject to and conditioned upon the Executive   delivering to the Company an Irrevocable Release not later than sixty (60) days   after the date of the Executive's termination of employment; (ii) if such   60-day period following the Executive's termination of employment begins in   one calendar year and ends in another, the Severance Payments shall, to the   extent required in order to comply with Section 409A of the Internal Revenue   Code of 1986, as amended (the "Code"), commence on the first   payroll date following the later of (A) the end of the calendar year in which   the Executive's termination of occurs or (B) the date the Executive satisfies   the Irrevocable Release and (iii) the Executive's entitlement to the   Severance Payments shall be employment requirement; subject to and   conditioned upon the Executive complying in all material respects with   Sections 8 and 9 of this Agreement. "Irrevocable Release" means a   mutual general release of claims in the form affixed hereto marked Exhibit A   (except with the date of termination of employment, the date of such   Irrevocable Release and other indicated information filled n) that has been   executed by the Executive and for which the revocation period under Age   Discrimination in Employment Act of 1967, as amended, and the terms of the   release have expired. For the avoidance of doubt, this Section 6(a) shall be   subject to the limitations of Section 11 of this Agreement. (b) Death. If the   Service Period is terminated as a result of the Executive's death, the   Executive or the Executive's estate or beneficiaries, as the case may e,   shall be entitled to solely the Accrued Obligations. (c) Termination by the   Company for Cause or by the Executive V oluntarily. If the Service Period is   terminated by the Company for Cause or voluntarily y the Executive (other   than for Good Reason), the Executive shall be entitled to solely the Accrued   Obligations. (d) Change in Control. (i) In the event that the employment of   the Executive by the Company is terminated by the Company without Cause or by   the Executive for Good Reason at any time within two (2) years after a Change   in Control (but only if such Change in Control also constitutes a   "change in control event" within the meaning of reas. Reg. Section   1-409A(i)(5)) has occurred, the Company shall pay to the Executive, nd the   Executive shall be entitled to, a single lump sum payment of the present   value, as etermined using a discount rate equal to the Applicable Federal   Rate (as defined below) n effect at the time of such determination, of all of   the payments provided for in Section (a), within ten (10) days of such   termination. As used herein the term "Applicable ederal Rate" means   the rate set forth from time to time in Table 1 of the Applicable ederal Rate   Rulings of the Internal Revenue Service, or any official successor   ublication, for debt instruments maturing within three years and having   annual ompounding. 


    




 










event with   respect to the Company of a nature that (i) would be required to be reported   in response to Item 5.01 of a current report filed on Form 8-K pursuant to   Section 13 or IS(d) of the Securities Exchange Act of 1934, as amended (the   "Exchange Act") as in effect on the date of this Agreement; or (ii)   results in any person acquiring control of the Bank or the Company within the   meaning of the Home Owners' Loan Act of 1933, as amended, and the rules and   regulations Board of Governors of the Federal Reserve System (the   "FRB") thereunder, (provided, that in applying the definition of   change in control as set forth under such rules and regulations, the Board   shall substitute its judgment for that of the FRB); and, without limitation,   such an acquisition of control shall be deemed to have occurred at such time   as (A) any "person" (as that term is used in Sections 13(d) and   14(d) of the Exchange Act and the regulations of the Securities and Exchange   Commission (the "SEC") thereunder, including any such persons that   may be deemed to be acting in concert with respect to the Bank or the   Company, or the acquisition, ownership or voting of Bank or Company   securities) is or becomes the "beneficial owner" (as defined in   Rule 13d-3 under the Exchange Act and the regulations of the SEC thereunder,   directly or indirectly, of securities ofthe Bank or the Company representing   fifty percent (50%) or more ofthe Bank's or the Company's outstanding   securities except for any securities purchased by any ax qualified employee   benefit plan of the Company or the Bank; or (B) individuals who constitute   the Board as of the date of this Agreement (the "Incumbent Board")   cease for any reason to constitute at least a majority of the Board, provided   that any person becoming a director subsequent to the date hereof whose   election was approved by a vote of at least hree-quarters (3/4) of the   directors then comprising the Incumbent Board, or whose nomination for   election by the Company's stockholders was approved by a nominating committee   serving under an Incumbent Board, shall be, for purposes of this clause (B),   considered as though such person were a member of the Incumbent Board; or (C)   a plan of iquidation, reorganization, merger, consolidation, sale of all or   substantially all the assets of the Bank or the Company or similar   transaction in which the Bank or the Company is not the resulting entity is   approved by the Board and the stockholders of the Company or otherwise   occurs; or (D) solicitations of stockholders of the Company, by someone other   han the Incumbent Board of the Company, seeking stockholder approval of a   plan of eorganization, merger or consolidation of the Company or Bank or a   similar transaction with one or more corporations as a result of which the   outstanding shares of the Company's oting common stock are exchanged for or   converted into cash or property or securities ot issued by the Bank or the   Company shall be distributed; or (E) a tender offer is made or twenty percent   (20%) or more of the voting securities of the Bank or the Company. 7. Other   Termination Provisions. (a) If the Executive is suspended and/or temporarily   prohibited from articipating in the conduct of the Company's affairs by a   notice served under section (e)(3) or (g)(l) ofthe Federal Deposit Insurance   Act (12 U.S.C. 1818(e)(3) or (g)(l)), the Company's obligations under this   Agreement shall be suspended as of the date of service nless stayed by   appropriate proceedings.If the charges in the notice are dismissed or   therwise withdrawn, the Company shall (but subject in all events to the   requirements of ection 409A of the Code) (i) pay the Executive all of the   compensation withheld while 


    




 










its obligations   which were suspended. (b) If the Executive is removed and/or permanently   prohibited from participating in the conduct of the Company's affairs by an   order issued under section 8(e)(4) or (g)(l) ofthe Federal Deposit Insurance   Act (12 U.S.C. 1818(e)(4) or (g)(l)), all obligations of the Company under   this Agreement shall terminate as of the effective date of the order, but   vested rights of the Executive shall not be affected. (c) If the Company is   in default (as=the term "default" is defined in section 3(x)(l) of   the Federal Deposit Insurance Act, 12 U.S.C. 1813(x)(l )), all obligations   under this Agreement shall terminate as of the date of default, but vested   rights of the Executive shall not be affected. 8. Non-Solicitation. (a)   During the period of the Executive's employment by the Company, whether   pursuant to this Agreement or otherwise, and for the twelve (12) -month   period following the termination of the Executive's employment with the   Company for any not, without the written consent of the Company, directly or   eason, the Executive will ndirectly: (i) influence or attempt to influence   any customer of the Company or any of its affiliates to discontinue its use   of the Company's (or such affiliate's) services or to divert such business to   any other person, firm or corporation; provided, h owever, a broad and   general advertisement or solicitation not specifically targeting or ntending   to target customers of the Company or any of its affiliates shall not be   deemed a violation of this Section 8; or (ii) interfere with, disrupt or   attempt to disrupt the relationship, ontractual or otherwise, between the   Company or any of its affiliates and any of its espective employees,   customers, suppliers, principals, distributors, lessors or licensors. Efforts   by the Executive, whether direct or indirect, (A) to solicit or assist any   other person r entity in soliciting any employee of the Company or any of its   affiliates to perform ervices for any entity (other than the Company or any   of its affiliates) or (B) to encourage ny employee of the Company, or any of   its affiliates to leave their employment with the Company or any of its   affiliates shall be in violation ofthis Section 8. A person's response o a   broad and general advertisement or solicitation not specifically targeting or   intending o target employees of the Company or any of its affiliates shall   not be deemed a violation ofthis Section 8. (b) In the event the Executive   materially breaches any ofthe provisions ontained in Section 8(a) hereof and   the Company seeks compliance with such provisions y judicial proceedings, the   time period during which the Executive is restricted by such rovisions shall   be extended by the time during which the Executive has been in violation f   any such provision and any period of litigation required to enforce the   Executive's bligations under this Agreement. 


    




 










Agreement be   enforced as written. However, if one or more of the provisions contained in   Section 8 shall for any reason be held to be unenforceable because of the   duration or scope of such provision or the area covered thereby, the   Executive and the Company agree that the court making such determination   shall have the full power to reform, by "blue penciling" or any   other means, the duration, scope and/or area of such provision and in its   reformed form such provision shall then be enforceable and shall be binding   on the parties. 9. Confidentiality; Non-Disclosure. (a) The Executive hereby   agrees that, during the Service Period and thereafter, he will hold in strict   confidence any proprietary or Confidential Information related to the Company   or any of its affiliates. For purposes of this Agreement, the term   "Confidential Information" shall mean all information of the   Company or any of its affiliates (in whatever form) that is not generally   known to the public, including without limitation any inventions, processes,   methods of distribution, customer lists or trade secrets.Nothing herein   prohibits the Executive from reporting possible violations of ederal law or   regulation to any federal, state or local governmental agency, commission or   entity (collectively, "Governmental Agencies"), including, but not   limited to, the Department of Justice, the Securities and Exchange   Commission, the Congress, and the nspector General, or making other   disclosures that are protected under the whistleblower provisions of federal   law or regulations. Moreover, nothing herein limits the Executive's ability   to communicate with any Governmental Agencies or otherwise participate in any   nvestigation or proceeding that may be conducted by any Governmental Agency.   (b) The Executive hereby agrees that upon the termination of the Service   Period, the Executive shall not take, without the prior written consent of   the Company, any business plans, strategic plans or reports or other document   (in whatever orm) of the Company or any of its affiliates, which is of a   confidential nature relating to he Company or any of its affiliates. 10.   Dispute Resolution; Injunctive Relief. (a) Except for claims for injunctive   relief pursuant to Section IO(b) elow, the parties shall resolve their   disputes by arbitration, all as more specifically set orth in Addendum A   affixed hereto and incorporated by reference herein. This Section 1O(a) shall   not preclude parties from seeking provisional remedies in aid of arbitration   from court having appropriate jurisdiction, nor shall it limit the rights of   the Company set forth n Section 1O(b) hereof. (b) The parties hereto agree   that it would not be possible to measure in money the damages that would be   suffered by the Company and its affiliates in the event hat the Executive   were to breach any of the restrictive covenants set forth in Sections 8 nd 9   hereof (the "Restrictive Covenants"). In the event that the Executive   breaches any f the Restrictive Covenants, the Company shall be entitled to an   injunction restraining the xecutive from violating such Restrictive Covenants   (without posting any bond). If the ompany shall institute any action or   proceeding to enforce any such Restrictive Covenant, 


    




 










has an adequate   remedy at law and agrees not to assert in any such action or proceeding the   claim or defense that the Company or any of its affiliates has an adequate   remedy at law. 11. TARP and Golden Parachute Restrictions. (a)   Notwithstanding anything herein to the contrary: (i) any payments made to the   Executive pursuant to this Agreement or otherwise are subject to and   conditioned upon their compliance with 12 U.S.C. 1828(k) and 12 C.F.R. Part   359 regarding golden parachute and indemnification payments; (ii) no annual   bonus, incentive compensation, severance pay, or golden parachute payments or   benefits shall be paid, provided, or accrued under this Agreement or   otherwise to the extent it would violate Section Ill of Emergency Economic   Stabilization Act of 2008, as amended ("EESA"), and the Interim   Final Rule (as hereinafter defined); (iii) no payment or benefit shall be   paid or provided under this Agreement or otherwise to the extent that it   would violate any agreement between or among the Company and the Board of   Governors of the Federal Reserve System, the Office of the Comptroller of the   Currency or any other governmental entity or agency, provided that the   Company shall use commercially reasonable efforts to negotiate the authority   and right to make all payments and provide all benefits to the Executive as   and when contemplated by this Agreement; and (iv) subject to, and in   accordance with, the interim final rule promulgated pursuant to Sections   1Ol(a), 1Ol(c)(5), and Ill of EESA (the "Interim Final Rule"), the   Executive shall be required to repay to he Company the amount of any bonus   payment (as defined in the Interim Final Rule) made during the TARP period   (as defined in the Interim Final Rule) to the extent that the bonus payment   was based on materially inaccurate financial statements (which includes, but   is not limited to, statements of earnings, revenues, or gains) or an y other   materially inaccurate performance metric criteria. (b) In the event that the   amounts and benefits payable pursuant to this Agreement, when added to other   amounts and benefits which may become payable to the Executive by the Company   and any affiliated company, are such that the Executive becomes subject to   the excise tax provisions of Section 4999 of the Code relating to   "excess arachute payments" as defined for purposes of Section 280G   of the Code, the Company hall pay the Executive such additional amount or   amounts as will result in the Executive's etention of a net amount, after the   payment of all federal, state and local excise, mployment and income taxes on   such payments and the value of such benefits, equal to he net amount the   Executive would have retained had the initially calculated payment and   enefits not been subject to such excise tax provisions.For purposes of the   preceding entence, the Executive shall be deemed to be subject to the highest   marginal federal, elevant state and relevant local tax rate applicable to an   individual resident in Los Angeles, California. All calculations required to   be made under this subsection shall be made by the Company 'sindependent   public accountants,subject to the rightof Executive's epresentative to review   the same. All such amounts required to be paid by this Section hall be paid   at the time any withholding may be required by the Company, or any taxes may   be required to be paid by the Executive, under applicable law, and any   additional 


    




 










ublic   accountants. In the event any amounts paid hereunder are subsequently   determined to be in error, due to estimates required for calculation of such   payments being proving to be inaccurate or otherwise, the parties hereto   agree to reimburse each other to correct such error, as appropriate, and to   pay interest thereon at the applicable federal rate (as detem1ined pursuant   to Code Section 1274) for the period of time such erroneous amount remained   outstanding and unreimbursed. The parties hereto recognize that the actual   implementation of the provisions of this Section 11(b) are complex and agree   to deal with each other in good faith to resolve any questions or   disagreements arising with respect hereto. 12. Section 409A. This Agreement   is intended to comply with the requirements of Section 409A of the Code   (including the exceptions thereto), to the extent applicable, and the   parties' Agreement shall be interpreted in accordance with such requirements.   If any provision contained in the Agreement conflicts with the requirements   of Section 409A of the Code (or the exemptions intended to apply under the   Agreement), the Agreement shall be deemed to be reformed to comply with the   requirements of Section 409A of the Code (or the applicable exemptions   thereto). Notwithstanding anything to the contrary herein, for purposes of   detennining the Executive's entitlement to the Severance Payments, i) the   Service Period shall not be deemed to have terminated unless and until the   Executive ncurs a "separation from service" as defined in Section   409A of the Code, and (ii) the term Date of Termination" shall mean the   effective date of the Executive's separation from ervice. Reimbursement of   any expenses provided for in this Agreement shall be made romptly upon   presentation of documentation in accordance with the Company's policies as   applicable) with respect thereto as in effect from time to time (but in no   event later than he end of calendar quarter following the year such expenses   were incurred); provided, owever, in no event shall the amount of expenses   eligible for reimbursement hereunder uring a calendar year affect the   expenses eligible for reimbursement in any other taxable ear. Notwithstanding   anything to the contrary herein, if a payment or benefit under this Agreement   is due to a "separation from service" for purposes of the rules   under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a   separation from service) and he Executive is determined to be a   "specified employee" (as determined under Treas. Reg. § 1.409A-l(i)   and related Company procedures), such payment shall, to the extent ecessary   to comply with the requirements of Section 409A of the Code, be made on the   ater of (x) the date specified by the foregoing provisions of this Agreement   or (y) the date hat is six (6) months after the date of the Executive's   separation from service (or, if earlier, he date of the Executive's death).   Any installment payments that are delayed pursuant to his Section 12 shall be   accumulated and paid in a lump sum on the first day of the seventh month   following the Date of Termination (or, if earlier, upon the Executive's   death) and he remaining installment payments shall begin on such date in   accordance with the chedule provided in this Agreement. The Severance   Payments are intended not to onstitute deferred compensation subject to   Section 409A of the Code to the extent such everance Payments are covered by   (i) the "short-term deferral exception" set forth in reas. Reg. §   1.409A-l(b)(4), (ii) the "two times severance exception" set forth   in Treas. eg. § 1.409A-1(b)(9)(iii), or (iii) the "limited payments exception"   set forth in Treas. Reg. 1.409A-l(b)(9)(v)(D). The short-term deferral   exception, the two times severance 


    




 










in order of   payment in such manner as results in the maximum exclusion of such Severance   Payments from treatment as deferred compensation under Section 409A of the   Code. Each installment of the Severance Payments shall be deemed to be a   separate payment for purposes of Section 409A ofthe Code. 13. Legal Fees. The   Company shall promptly reimburse the Executive for her reasonable legal fees   incurred in connection with the negotiation and preparation of this   Agreement. 14. Miscellaneous. (a) Any notice or other communication required   or permitted under this Agreement shall be effective only if it is in writing   and shall be deemed to be given when delivered personally or one (1) day   after it is sent by a reputable overnight courier service (with evidence of   delivery) and, in each case, addressed as follows (or if it is sent through   any other method agreed upon by the parties): If to BFC: Broadway Financial   Corporation Attn: Chief Executive Officer 5055 Wilshire Boulevard, Suite 500   Los Angeles, CA 90036 If to the Banlc Broadway Federal Bank, f.s.b. Attn:   ChiefExecutive Officer 5055 Wilshire Boulevard, Suite 500 Los Angeles, CA   90036 If to the Executive: Ruth McCloud 27814 Calle Margarita Agoura, CA   91301 r to such other address as any party hereto may designate by notice to   the others. (b) This Agreement together with the Broadway Financial   Corporation Award Agreement dated February 24,2016 (the "2016 Stock   Option Agreement"), and the ights of the Executive pursuant to the ESOP   shall constitute the entire agreement among he parties hereto with respect to   the subject matter hereof, and supersede and replace any nd all prior   tmderstandings or agreements with respect to the subject matter hereof. (c)   Only an instrument in writing signed by the parties hereto may mend this   Agreement, and any provision hereof may be waived only by an instrument in 


    




 










is sought. The   failure of any party hereto at any time to require the performance by any   other party hereto of any provision hereof shall in no way affect the full   right to require such performance at any time thereafter, nor shall the   waiver by any party hereto of a breach of any provision hereof be taken or   held to be a waiver of any succeeding breach of such provision or a waiver of   the provision itself or a waiver of any other provision of this Agreement.   (d) In the event that any provlSlon is determined to be invalid or   unenforceable, in whole or in part, such determination shall in no way affect   any other provisions of this Agreement, or the validity or enforcement of the   remainder of this Agreement, and any provisions(s) thus affected shall be   modified to the extent necessary o bring the affected provision(s) within the   applicable requirements of the then-current aw. (e) The Company shall use its   commercially reasonable efforts to arrange for any successor (whether direct   or indirect, by purchase, merger, consolidation or otherwise) to all or   substantially all of the business and/or assets of the Company to assume this   Agreement in the same manner and to the same extent that the Company would   have been required to perform it if no such succession had taken place. As   used in this Agreement, the term "Company" shall mean the Company   and any such successor (or uccessors) that assumesthis Agreement, by operation   of law or otherwise. Notwithstanding the foregoing, no such assignment or   assumption shall relieve the Company of any obligations hereunder. (f) The   parties hereto shall cooperate with each other and take all ctions, including   obtaining, any governmental or stockholder approval, that any of them may   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 the   xecutive hereunder all federal, state, city or other taxes that the Company   may reasonably etermine are required to be withheld pursuant to any   applicable law or regulation (it being nderstood, that the Executive shall be   responsible for payment of all taxes in respect of he payments and benefits   provided herein). (h) In the event that the Executive shall perform services   for the Bank r any other affiliate or subsidiary of BFC, any compensation or   benefits provided to the xecutive by such other employer shall be applied to   offset the obligations of BFC ereunder, it being intended that this Agreement   set forth the aggregate compensation and enefits payable to the Executive for   all services to the Company and all of its affiliates nd subsidiaries. BFC   shall reimburse the Bank for compensation or benefits paid or rovided by the   Bank to the Executive to the extent attributable to the Executive's   erformance of services for BFC in accordance with the applicable   reimbursement policies f BFC and the Bank. 


    




 










ith the laws of   the State of California, without reference to its principles of conflicts o   law. This Agreement may be executed in several counterparts, each of (j)   which shall be deemed an original, but all of which shall constitute one and   the same nstrument. A facsimile of a signature shall be deemed to be and have   the effect of an original signature. (k) The headings in this Agreement are   for convenience of reference only and shall not be a part of or control or   affect the meaning of any provision hereof. [Signatures on next page] 


    




 










s of the date   first written above. Broadway Financial Corporation Name: Title: Broadway   Federal Bank, f.s.b. Z5R-19 b 5:ffl& Name: Title: 19 y,vG"   /'tfl!!8;,_bc: <Jr I eE Signature ofExecutive Ruth McCloud Print or type   name of Executive 


    




 










TO EMPLOYMENT   AGREEMENT (Executive: Ruth McCloud) 1. Arbitration Except as provided in   Section 1O(b) of this Agreement, in the event versy, dispute or claim   (including those based upon a statute, tort or public ose against individuals   or other entities), arising out of or relating to ( ment, (2) the employment   relationship between the Executive and the Compa termination of that   relationship (hereafter "dispute"), the parties' exclusive r e to   submit such dispute to the dispute resolution procedures described belo   intend for all disputes to be covered by the arbitration provision contained   dum A to the fullest extent permitted by law, and Executive agrees to purs   ispute in an individual capacity and not as a class representative or class m   the following claims are excluded from these dispute resolution procedure by   Executive for workers' compensation, unemployment compensation o ity   benefits; (2) claims based on any pension or welfare plan the terms of n an   arbitration or other dispute resolution procedures; (3) claims brought tive   or the Company to compel arbitration pursuant to this Addendum A or to e   itration award; (4) claims under the National Labor Relations Act; (5   entative action under the Private Attorney General Act ("PAGA");   and (6) any which are not permitted by applicable law to be subject to a   binding pre-d tion agreement.If either party has claims against the other   party that are d be arbitrable, those claims shall be stayed and the   arbitrable claims shall be res the stayed claims are addressed. (a) Written   notice of desire to arbitrate shall describe the factual claims asserted   ("Claim"), and shall be served on the other party as set fo n 14(a)   of this Agreement. If written notice of desire to arbitrate is not served   plicable time period, the party who failed timely to serve notice will be   deem aived the right to further contest the Claim, and will be deemed to have   acc er party's last stated position on the Claim. (b) The arbitration shall   be administered by JAMS, Inc. (for as the Judicial Arbitration and Mediation   Services, Inc.) ("JAMS") pursuant yment Arbitration Rules   Procedures, which can be foun &   www.jamsadr.com/rules-employment-arbitration and which will be provided ive   upon request, and subject to JAMS Policy on Employment Arbitration Min rds of   Procedural Fairness, which will also be provided to the Executive t. Judgment   on any Award (as defined below) may be entered in any court h tent   jurisdiction. The arbitration shall take place in Los Angeles, Calif   hstanding anything herein to the contrary, the parties may agree to u ndent   arbitrator that they mutually select and agree upon. 


    




 










ed by the   party. (d) Each party shall have the right to take the deposition of on dual   and any expert witness designated by another party without the arbitrator's   prio val. Each party also shall have the right to make requests for   production of document party. Additional discovery may be had as ordered by   the arbitrator. (e) At least fourteen (14) days before the arbitration, the   parties mus nge lists of witnesses, including any expert, and copies of all   exhibits intended to b t the arbitration. The arbitrator shall have   jurisdiction to hear and rule on pre-hearing (f) es and is authorized to hold   pre-hearing conferences by telephone or in person, a 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 judgmen   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 es 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 G) 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 of this   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, ole 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 the Claim. The arbitration will be   conducted in private, and will not be open, (j) y or indirectly, to the   public or the media. The arbitration and all information directly irectly   relating thereto (including, but not limited to, the testimony, evidence or   shall be deemed Confidential Information and shall be subject to the   restrictions set n Section 9(a) of this Agreement. (k) The arbitrator,   subject to the right to either party to utilize the l appeal process provided   for in the JAMS rules with respect to any initial judgment 


    




 










mpetent   jurisdiction has the right to set aside the decision of the arbitrator, i   itrator, in rendering his or her award, committed an error of law that   affected the rem damages awarded. (1) The Company will pay all administration   fees associated with itration over and above those that the Executive would   have to pay in a court procee the cost of arbitrator, it being the parties'   intention that the Executive not bear ts that Executive would not be required   to bear in a court proceeding, to the extent Executive would be required to   pay for filing fees and transcript fees in a c ceeding the Executive will   remain responsible for such fees. Notwithstanding visions to the contrary   found in such procedures, in the event of final and bin itration pursuant to   this paragraph, except for the arbitrator's fees which the Com ll be   responsible for paying, each party will be responsible for paying its own   costs rneys' fees in connection with the arbitration. The arbitrator shall   not be authorize ard the prevailing party costs and attorneys' fees, except   as expressly provided ute. (m) The Company and the Executive understand that   developmen e law and legislation may affect the enforceability of arbitration   provisions such as s the parties' intention and desire that this Addendum A   is compliant with current he time either party seeks its   enforcement.Accordingly, if any one or more of visions of this Addendum A is   deemed to be unenforceable, the remaining provis ll continue in full force   and effect in accordance with Section 14(d) of this Agreem (n) Each of the   parties acknowledges that she or it has carefully understands this Addendum A   and agrees to be bound by and comply with all o ms.Each of the parties   acknowledges such party's voluntary agreement to arbi ms and understands and   acknowledges that by signing this Agreement, such par ng up the right to a   jury trial and to a trial in a court of law.