Exhibit 10.7



E   LOYMENTAGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement"),   dated as of March y and among Broadway Financial Corporation,   ("BFC"), Broadway Federal Ba he "Bank" and, together with   BFC, the "C ompany"), and Wayne-Kent A. Brads xecutive"). The   term Company shall refer to BFC in respect of Executive's serv and to the   Bank in respect of the Executive's services to the Ban1c WHEREAS, the   Executive has served as a senior executive officer of the Comp Bank since   February, 2009; WHEREAS, the Company desires to continue to retain the   Executive to serve nt and Chief Executive Officer of the Company on the terms   and conditions se this Agreement, and the Executive desires to provide such   services on such ter nditions; NOW, THEREFORE, in consideration of the terms   and mutual covenants here 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 nt and Chief Executive   Officer during the service period fixed by Section 4 her ervice   Period"). The Executive shall report to the Board of Directors of BFC (   ") and shall have such duties and responsibilities as are consistent   with the posi ident and Chief Executive Officer of a bank and holding company   of similar siz mplexity as the Company (the "Services"). The   Executive shall also serve on th o the extent he is elected for such service   by the BFC stockholders, which elect recommended to the BFC stockholders by   the appropriate committee of the Bo Executive shall serve on the board of   directors of the Bank. The Executive's al work location shall be at the   Company's principal executive offices; provide Executive may be required to   travel as reasonably necessary in order to perform ive's duties and responsibilities   hereunder. (b) During the Service Period, excluding any periods of vacation   an ve to which the Executive is entitled, the Executive shall devote   substantially al cutive's working time, energy and attention to the   performance of his duties an ibilities hereunder and shall faithfully and   diligently endeavor to promote the s of the Company. During the Service   Period, the Executive may not, without t ritten consent of the Board,   directly or indirectly, operate, participate in the ment, operations or control   of, or act as an executive, officer, consultant, agent ntative of, any type   of competitive business or service; provided, that the Execut the extent not   otherwise prohibited by this Agreement, devote such amount ofti not interfere   with the performance of the Executive's duties under this Agreem ging in   community and charitable activities. 


    




 










2.   Compensation. (a) Base Salary. During the Service Period, the Executive shall   be ual base salary of$435,000 for the Executive's services hereunder, payable   in ance with the normal and customary payroll procedures applicable to the   any's senior executives. The Executive's base salary shall be subject to   increase rease, as determined by the Board in its discretion (such base   salary, as in effec me to time, the "Base Salarv"). (b) Bonus   Opportunity. During the portion of the Service Period th mpany is subject to   EESA and the Interim Final Rule (both as defined in Sectio ereof), the   Executive shall be eligible for an annual bonus opportunity, payable n the   form of "long-term restricted stock" (as defined in the Interim   Final Rule erm includes restricted stock units) that will be granted to the   Executive, of up ximum amount permitted by EESA and the Interim Final Rule,   on the terms and ons to be set by the compensation committee of the Board (or   the Board, in the e of the compensation committee) and set forth in a   separate agreement which s ed into on or before March 30 of each year of   grant. Any long-term restricted st subject to the service-based vesting and   the vesting limitations required by EE Interim Final Rule. The payment or   accrual of bonuses, and the grant and vest ong-term restricted stock,   pursuant to this Section 2(b) shall in all events be sub liance with Section   11 hereof. The Executive shall be eligible for an annual bo nity of such   other type and on such performance and other conditions as shall b ned by the   compensation committee of the Board (or the Board, in the absence pensation   committee) during any period after the Company ceases to be subjec nd the   Interim Final Rule. Any such bonus with respect to a year in which the Period   terminates shall be payable in full or on a pro-rated basis, depending on f   the Company's bonus policy at that time. (c) Equity Incentives. The Executive   shall be entitled to participate k's Employee Stock Ownership Plan.(the   "ESOP") in accordance with its terms. , for any period after the   Company ceases to be subject to EESA and the Interi ule, the Executive shall   be granted equity-based awards pursuant to the Compan ng-Term Incentive Plan   on or before March 30 each year of such types and in s s as shall be   determined by the compensation committee of the Board (or the Boa sence of   the compensation committee) based on the Executive's performance f eding   year. Such awards shall each vest and, in the case of any stock options,   exercisable (i) to the extent of thirty three percent (33%) of the shares   covered on the first anniversary of the date of grant, with the balance of   each such awa atably over the succeeding twenty-four (24) months for each   grant, and (ii) in f ent of the death or Disability ofthe Executive, the   termination of the Service y the Company without Cause or the termination of   the Service Period by the ve for Good Reason. Any stock options granted to the   Executive pursuant to th 2(c) and the 2009 Stock Option Agreement (as defined   in Section 14(b) hereof exercisable by the Executive's estate, legal   representative or heirs for a period ear after termination of the Service   Period due to the death, Disability, terminati Cause or termination for Good   Reason of the Executive. Unless otherwise 


    




 










ited pursuant   to Section 11 hereof, all restricted stock granted pursuant to the 20   Agreement (as defined in Section 14(b) hereof), and any subsequent restricted   st d to the Executive shall vest in full in the event ofthe death or   Disability of the tive, the termination of the Executive's employment without   Cause, or the ation of the Executive's employment for Good Reason. (d) Other   Benefits. Except as otherwise provided herein, the Execu e eligible to   participate in all employee benefit plans and arrangements of the any   applicable to other senior executive officers, including, without limitation,   th any's 401(k) Plan with continuation of the Company's current employee   ution matching policy, and medical, dental, life and long-term disability   insuran ms. (e) Vacation. The Executive shall be entitled paid vacation in   ance with the Company's vacation policy; provided, that the Executive shall   be to not less than twenty (20) days of vacation in each calendar year (or an   riately pro-rated portion thereof for partial years). The Executive shall be   permit ue permitted vacation days at such rate and carry over a maximum of   fifteen (15 such accrued unused vacation from year to year. (f) Automobile   Allowance. The Company will provide the Executi automobile allowance in the   amount of $1,500 per month during the Service , payable in accordance with   the normal and customary practices applicable to th ny's senior executives.   3. Reimbursement for Expenses. (a) Business Expenses. The Company shall   promptly reimburse the ve for all reasonable out-of-pocket business expenses,   including, without on, travel expenses incurred by the Executive in   connection with carrying out hi ibilities under this Agreement during the   Service Period upon presentation of iate vouchers, receipts or other   satisfactory evidence thereof and otherwise in nce with applicable Company   policies. (b) Memberships. The Company shall pay or reimburse the Executi al   and trade membership dues and fees during the Service Period in accordance   Company's policies and procedures as in effect from time to time, which   polici cedures shall in all events include paying the social club dues of the   Executive y paid by the Company at a rate not exceeding $1,000 per month. 4.   Service Period. (a) Term. The "Service Period" during which the   Executive shall the Services for the Company pursuant to this Agreement means   the period ncing on the date hereof and, subject to extension as set forth   below, expiring at t business on the third (3rd) anniversary of the date   hereof in the year 2020. Prior er 31 of each calendar year during the Service   Period, the Board shall review th ve's performance, shall discuss the results   of such review with Executive and 


    




 










tly shall   inform the Executive in writing whether the Board proposes to extend e Period   for an additional year, and the results thereof shall be included in the s of   the Board's meeting at which the same has been considered. If the Board s the   Executive that it proposes to extend the Service Period, and the Executive   such proposal, the Service Period shall be extended to end on the anniversary   of reofthat occurs in the year immediately following the expiration date of   the th g Service Period. Notwithstanding the foregoing, nothing herein shall   bar the from (a) extending the Service Period under this Agreement by mutual   agreem ontinuing the Executive's employment by the Company without extension   of t ent. (b) Termination. Notwithstanding the foregoing, the Service Period   terminated at any time upon the earliest to occur of the following events or   any nts identified in Section 7 hereof: (i) Death or Disability. The Service   Period shall terminate e Executive's death or Disability. For this purpose,   "Disability" means that eit Executive is deemed disabled for   purposes of any group or individual long-ter ty policy maintained by the   Company that covers the Executive, or (B) in the g dgment of the Board, the   Executive is substantially unable to perform the ve's duties under this   Agreement for more than one hundred twenty (120) days or not consecutive, in   any twelve (12) -month period, by reason of a physical illness or injury.   (ii) Termination for Cause by the Company. The Company m te the Service   Period for Cause at any time effective upon written notice to the ve. For   purposes of this Agreement, the term "Cause" shall mean the   terminati ervice Period on account of(A) the Executive's failure to   substantially perform ve's duties hereunder or as reasonably assigned to the   Executive by the Board a nt with the Executive's obligations hereunder and   Executive shall not have cur lure (as determined in the reasonable judgment   of the Board) within thirty (30) er written notice from the Board; (B) the   Executive's material breach of this ent or any material written policy of the   Company and failure of the Executive ed such breach (as determined in the   reasonable judgment of the Board) within 0) days after written notice from   the Board; (C) the Executive's willful violation , rule, or regulation (other   than traffic violations or similar offenses) or entry of se-and-desist order   against the Executive; (D) conviction of a felony or a plea tendere to a   felony; or (E) conduct by the Executive constituting a misdemean g a   Disqualifier (as defined below) by the Executive. "Disqualifier"   means (i) oral turpitude, dishonesty, breach of fiduciary duty involving   personal profit, d crime or racketeering; (ii) willful violation of securities   or commodities laws ns; (iii) willful violation of depository institution   laws or regulations; (iv) willf of housing authority laws or regulations   arising from the operations of the Ban llful violation of the rules,   regulations, codes of conduct or ethics of a latory trade or professional   organization.=Notwithstanding the foregoing, the e shall not be deemed   terminated for Cause unless and until there shall have be d to the Executive   a copy of the resolution duly adopted by the Board at a meeti 


    




 










Board called   and held for that purpose (after reasonable notice to the Executive) ortunity   for the Executive , together with counsel, to be heard before the Board) g   that, in the good faith ofthe Board, the Executive's conduct justified   terminati use and specifying the particulars thereof in reasonable detail.   (iii) Termination without Cause by the Company. The Comp rminate the Service   Period without Cause. For the avoidance of doubt, "terminat t   Cause" includes, without limitation, the failure by the Company for   whatever to extend the Service Period pursuant to Section 4(a), except ifthe   Executive in writing to accept the then one (I) year extension ofthe Service   Period. (iv) Termination by the Executive for Good Reason. The ive may   terminate the Service Period for Good Reason within ninety (90) days ng the   initial existence of the circumstances giving rise to Good Reason, subject ms   and conditions of this Section 4(b)(iv). For purposes of this Agreement, the   te Reason" shall mean, unless the Executive shall have consented in   writing theret Executive's demotion, loss of title in part or in whole,   removal as a director of th ny or the Bank, loss of office, or reduction of   authority, the failure by the olders to elect the Executive as a director of   the Company or the obligation of ive to report to any senior officer rather   than directly to the Board, (ii) a reduction cutive's base salary, (iii)   relocation of the Executive's primary work location m enty (20) miles from   5055 Wilshire Boulevard, Los Angeles, California, (iv) a l diminution of the   Executive's responsibilities, or (v) any material breach of thi ent by the   Company, including, without limitation, the failure to pay the Executi ount   when due and payable, pursuant to this Agreement, except in the event of a de   dispute regarding reimbursement of business expenses, provided, that the ve   shall have delivered written notice to the Company, within thirty (30) days   of t xistence of the circumstances giving rise to Good Reason, of the   Executive's n to terminate the Service Period for Good Reason, which notice   specifies in ble detail the circumstances claimed to give rise to the   Executive's right to te the Service Period for Good Reason, and the Company   shall not have cured su tances within thirty (30) days following the   Company's receipt of such notice; d, however, that any breach by the Company   of a payment obligation hereunder cured within five (5) days (rather than the   foregoing 30 days) following the ny's receipt of such notice. If, following   such thirty (30)-day period (or such fiv period, as applicable), the Company   has not cured such circumstances and the ve decides to proceed with the   termination of the Service Period for Good Reaso ermination will be effected   by providing the Company with a Notice of ation, which Notice ofTermination   shall be effective as of the date given, witho her right to cure by the   Company. (v) Voluntary Termination by the Executive. The Executive untarily   terminate the Service Period (other than for Good Reason); provided, th   cutive provides the Company with notice of the Executive's intent to   terminate t Period at least sixty (60) days in advance of the Date of   Termination. 


    




 










5. Termination   Procedure. (a) Notice of Termination. Any termination of the Service Period   mpany or by the Executive (other than a termination on account of the Executi   shall be communicated by written "Notice of Termination" to the   other party in ance with Section 14(a) hereof. The Notice of Termination must   indicate the c termination provision in this Agreement the party giving such   notice believes e the circumstances applicable to such termination and shall   set forth in reason he facts and circumstances claimed to provide a basis for   termination of the ive's employment under such provision_ (b) Date of   Termination. "Date of Termination" shall mean (i) ifth Period   expires pursuant to Section 4(a) hereof, the date on which the expiratio vice   Period occurs; (ii) if the Service Period is terminated due to the Executive'   r Disability, the date of the Executive's death or the date on which the   Notice o ation is received by the Executive that the Board made its   determination of ity in accordance with Section 4(b)(i) (A) or (B) hereof,   (iii) if the Company tes the Service Period for Cause, the date on which the   Notice of Termination i d by the Executive; (iv) if the Executive terminates   the Service Period for Good , the date on which the Notice of Termination is   given by the Executive (or suc date as may be agreed to by the Company); (v)   if the Executive voluntarily tes the Service Period (other than for Good   Reason), the date specified in the No ination, which date shall be no earlier   than sixty (60) days after the date such no pursuant to Section 4(b)(v)   hereof, unless otherwise agreed to by the parties; a he Service Period is   terminated for any other reason, the date on which a Notice ation is received   or any later date (within 30 days, or any alternative time perio upon by the   parties, after the giving of such notice) as set forth in such Notice o ation.   Notwithstanding the foregoing, if the party receiving a Notice ofTerminat the   other party that a dispute exists concerning the appropriate characterization   ect termination for purposes of determining the Executive's entitlement to   Accr ions and Severance Payments, and any other benefits hereunder, the Date   of ation shall be the date on which the dispute shall be finally resolved   whether by agreement of the parties, by a binding arbitration award, or by a   final ealable judgment or order by a court of competent jurisdiction,   provided that herein modifies the mandatory arbitration provisions set forth   in Section 10 her (c) Continuation ofPayment The Company shall continue to   pay th ve's full compensation in effect when the Notice ofTermination giving   rise to t described in subsection (b) above was given (including, but not   limited to, the ve's then Base Salary) and continue the Executive as a   participant in all employ plans and arrangements of the Company in which the   Executive was participati e notice of dispute was given, until the dispute is   fmally resolved in accordance s Agreement. Amounts paid under this Section   5(c) shall not be offset against, o 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, o ecutive for Good Reason. In the   event of the termination of the Service Period mpany for Disability or   without Cause, or termination of the Service Period by ive for Good Reason,   and to the extent permitted by applicable law and regulati ng, without   limitation, those referred to in Section 11 hereof, the Company shall cutive,   and the Executive shall be entitled to: (i) any unpaid portion of the Bas   through the Date of Termination; (ii) any unreimbursed business expenses in   ance with Section 3(a) hereof; (iii) the rights set forth in the Stock Option   ent, the 2016 Award Agreement and any subsequent restricted stock award gra   nt to the BFC 2008 Long Term Incentive Plan, as the sane may be amended, or   milar plan adopted by BFC; and (iv) any vested benefits to which the Executiv   under the terms of the Company's employee benefit plans and programs, ng,   without limitation, the ESOP, subject to the terms of such plans and progra   ively the "Accrued Obligations"). In addition, the Company shall   continue to cutive's monthly Base Salary (i.e., one-twelfth (l/12th)   ofExecutive's annual B in effect as of the date immediately preceding the   date of termination of ment, or the date immediately prior to the initial   existence of circumstances giv Good Reason, as applicable) for (i) thirty-six   (36) months (the "Severance Perio ess of the then remaining portion of   the Service Period (each monthly salary ation payment shall be deemed to be a   separate installment for purposes of Sec f the Code) commencing with the   first calendar month following the Date of ation and (ii) the Company shall   continue during the Severance Period to pay th bile allowance and social club   dues provided for in Sections 2(t) and 3(b) hereo ll continue to pay the   Executive for life, long-term disability, medical and dent ce premiums in   manner consistent with the Company's obligations to make suc ts pursuant to   Section 2(d) (the payments described in (i) and (ii) being collectiv to   herein as the "Severance Payments"). All Severance Payments shall   be paya dance with normal and customary payroll procedures applicable to the   Compan xecutives, subject to Section 6(d) hereof. Notwithstanding the   foregoing provisi ection 6(a): (i) the Executive's entitlement to the   Severance Payments shall be to and conditioned upon the Executive delivering   to the Company an Irrevocab not later than sixty (60) days after the date of   the Executive's termination of ment; (ii) if such 60-day period following the   Executive's termination of ment begins in one calendar year and ends in   another, the Severance Payments the extent required in order to comply with   Section 409A of the Internal Reve 1986, as amended (the "Code"),   commence on the first payroll date following (A) the end of the calendar year   in which the Executive's termination of ment occurs or (B) the date the   Executive satisfies the Irrevocable Release ment; and (iii) the Executive's   entitlement to the Severance Payments shall be to and conditioned upon the   Executive complying in all material respects with s 8 and 9 of this   Agreement. "Irrevocable Release" means a mutual general rele s in   the form affixed hereto marked Exhibit A (except with the date of terminat   oyment, the date of such Irrevocable Release and other indicated information   fil has been executed by the Executive and for which the revocation period   under A ination in Employment Act of 1967, as amended, and the terms of the   release ha 


    




 










d. For the   avoidance of doubt, this Section 6(a) shall be subject to the limitatio n 11   of this Agreement. (b) Death. If the Service Period is terminated as a result   of the tive's death, the Executive or the Executive's estate or   beneficiaries, as the case ll be entitled to solely the Accrued Obligations.   (c) Termination by the Company for Cause or by the Executive tarily. If the   Service Period is terminated by the Company for Cause or volunta Executive   (other than for Good Reason), the Executive shall be entitled to solely ed   Obligations. (d) Change in Control. (i) In the event that the employment of   the Executive by th ny is terminated by the Company without Cause or by the   Executive for Good at any time within three (3) years after a Change in   Control has occurred, the ive shall have the right to elect to receive a   single lump sum payment of the pre as determined using a discount rate equal   to the Applicable Federal Rate (as defi in effect at the time of such   determination, of all of the payments provided for 6(a) within ten (10) days   after written notice requesting such payment is given mpany by the Executive.   If the Executive does not make such election within th ys after the Date of   Termination, then payment of an amount equal to the aggre ayments provided   for in Section 6(a) hereof shall be made to the Executive in th al annual   installments, the first of which installment payments shall be made wi 30)   calendar days following the Date ofTermimition and the remaining two of   nstallment payments shall be made on January 15th of the respective following   As used herein the term "Applicable Federal Rate" means the rate   set forth from time in Table 1 of the Applicable Federal Rate Rulings of the   Internal Revenue , or any official successor publication, for debt instruments   maturing within thr nd having annual compounding. (ii) As used herein, the   term "Change in Control" shall mean ith respect to the Company of a   nature that (i) would be required to be reported e to Item 5.01 of a current   report filed on Farm 8-K pursuant to Section 13 or 15 ecurities Exchange Act   of 1934, as amended (the "Exchange Act") as in effect of this   Agreement; or (ii) results in any person acquiring control of the Bank or ny   within the meaning of the Home Owners' Loan Act of 1933, as amended, and d   regulations Board of Governors of the Federal Reserve System (the   "FRB") der, (provided, that in applying the defmition of change in   control as set forth un les and regulations, the Board shall substitute its   judgment for that of the FRB); a limitation, such an acquisition of control   shall be deemed to have occurred at s (A) any "person" (as that   term is used in Sections 13(d) and 14(d) ofthe Excha the regulations of the   Securities and Exchange Commission (the "SEC") der, including any   such persons that may be deemed to be acting in concert wit to the Bank or   the Company, or the acquisition, ownership or voting of Bank or ny   securities) is or becomes the "beneficial owner" (as defined in   Rule 13d-3 un 


    




 










change Act and   the regulations of the SEC thereunder, directly or indirectly, of ies of the   Bank or the Company representing fifty percent (50%) or more of the or the   Company's outstanding securities except for any securities purchased by   lified employee benefit plan of the Company or the Bank; or (B) individuals w   ute the Board as of the date of this Agreement (the "Incumbent   Board") cease f son to constitute at least a majority of the Board,   provided that any person becom tor subsequent to the date hereof whose   election was approved by a vote of at le uarters (3/4) of the directors then   comprising the Incumbent Board, or whose tion for election by the Company's   stockholders was approved by a nominatin ttee serving under an Incumbent   Board, shall be, for purposes of this clause (B) ered as though such person   were a member of the Incumbent Board; or (C) a pla tion reorganization,   merger, consolidation sale of all or substantially all the asset k or the   Company or similar transaction in which the Bank or the Company is ulting   entity is approved by the Board and the stockholders of the Company or ise   occurs; or (D) solicitations of stockholders ofthe Company, by someone oth e   Incumbent Board of the Company, seeking stockholder approval of a plan of   ization, merger or consolidation of the Company or Bank or a similar   transacti e or more corporations as a result of which the outstanding shares   ofthe Compa common stock are exchanged for or converted into cash or property   or securities by the Bank or the Company shall be distributed; or (E) a   tender offer is made f 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 ating in the conduct of the Company's   affairs by a notice served under section or (g)(l) ofthe Federal Deposit   Insurance Act (12 U.S.C. 1818(e)(3) or (g)(l)), ny's obligations under this   Agreement shall be suspended as of the date of servi tayed by appropriate   proceedings. If the charges in the notice are dismissed or se withdrawn, the   Company shall (but subject in all events to the requirements 409A of the   Code) (i) pay the Executive all of the compensation withheld while ny's   obligations under this Agreement were suspended, and (ii) reinstate all of i   ons which were suspended. (b) If the Executive is removed and/or permanently   prohibited from ating in the conduct ofthe Company's affairs by an order   issued under section or (g)(l) of the Federal Deposit Insurance Act (12   U.S.C. 1818(e)(4) or (g)(l)), ons of the Company under this Agreement shall   terminate as of the effective date r, but vested rights of the Executive   shall not be affected. (c) If the Con;1pany is in default (asJhe term   "default" is defined in 3(x)(l) of the Federal Deposit Insurance   Act, 12 U.S.C. 1813(x)(l)), all obligati is Agreement shall terminate as of   the date of default, but vested rights of the ve shall not be affected. 


    




 










8.   Non-Solicitation. (a) During the period of the Executive's employment by the   Comp r pursuant to this Agreement or otherwise, and for the twelve (12)   -month peri ing the termination of the Executive's employment with the   Company for any the Executive will not, without the written consent of the   Company, directly o tly: (i) influence or attempt to influence any customer   of the ny or any ofits affiliates to discontinue its use of the Company's (or   such affilia s or to divert such business to any other person, firm or   corporation; provided; er, that a broad and general advertisement or   solicitation not specifically targetin ng to target customers of the Company   or any of its affiliates shall not be deem n of this Section 8; or (ii)   interfere with, disrupt or attempt to disrupt the relationsh tual or   otherwise, between the Company or any of its affiliates and any of its ive   employees, customers, suppliers, principals, distributors, lessors or   licensors by the Executive, whether direct or indirect, (A) to solicit or   assist any other per y in soliciting any employee of the Company or any of   its affiliates to perform s for any entity (other than the Company or any of   its affiliates) or (B) to encour ployee ofthe Company, or any of its   affiliates to leave their employment with t ny or any of its affiliates shall   be in violation of this Section 8. A person's respo ad and general   advertisement or solicitation not specifically targeting or intend t   employees of the Company or any of its affiliates shall not be deemed a   violat Section 8. (b) In the event the Executive materially breaches any of   the provisi ed in Section 8(a) hereof and the Company seeks compliance with   such provisi ial proceedings, the time period during which the Executive is   restricted by suc ns shall be extended by the time during which the Executive   has been in violati uch provision and any period of litigation required to   enforce the Executive's ons under this Agreement. (c) The Executive and the   Company intend that Section 8 ofthis ent be enforced as written. However, if   one or more of the provisions contained 8 shall for any reason be held to be   unenforceable because of the duration or sc provision or the area covered   thereby, the Executive and the Company agree th t making such determination   shall have the full power to reform, by "blue g" or any other means,   the duration, scope and/or area of such provision and in d form such   provision shall then be enforceable and shall be binding on the parti 9.   Confidentiality; Non-Disclosure. (a) The Executive hereby agrees that, during   the Service Period and r, he will hold in strict confidence any proprietary   or Confidential Information o the Company or any of its affiliates. For   purposes ofthis Agreement, the ter 


    




 










dential   Information" shall mean all information ofthe Company or any of its es   (in whatever form) that is not generally known to the public, including witho   ion any inventions, processes, methods of distribution, customer lists or   trade . (b) The Executive hereby agrees that upon the termination of the e   Period, the Executive shall not take, without the prior written consent of   the ny, any business plans, strategic plans or reports or other document (in   whateve f the Company or any of its affiliates, which is of a confidential   nature relating mpany or any of its affiliates. I 0. Dispute Resolution; Injunctive   Relief. (a) Any dispute, claim or controversy arising out of or relating to   th ent or the breach, termination, enforcement, interpretation or validity   thereof, ng without limitation the determination of the scope or   applicability of this Sect hall be determined by arbitration in Los Angeles,   California before a single or who is a retired judge on the panel of JAMS. If   the parties are unable to agre e selection of one arbitrator, any party may   request JAMS to appoint such or. The arbitration shall be administered by   JAMS pursuant to its Comprehensiv tion Rules and Procedures. The decision of   the arbitrator shall be fmal and bind arties. The scope of discovery shall be   determined by the arbitrator. The prevail all be entitled to recover   reasonable attorneys' fees and costs in accordance wit 13(b). Judgment on the   arbitration award may be entered in any court having iate jurisdiction. This   Section 1O(a) shall not preclude parties from seeking onal remedies in aid of   arbitration from a court having appropriate jurisdiction, limit the rights of   the Company set forth in Section 1O(b) hereof. (b) The parties hereto agree   that it would not be possible to measure the damages that would be suffered   by the Company and its affiliates in the eve Executive were to breach any of   the restrictive covenants set forth in Sections 8 a f (the "Restrictive   Covenants"). In the event that the Executive breaches any of ive   Covenants, the Company shall be entitled to an injunction restraining the ve   from violating such Restrictive Covenants (without posting any bond). If th   ny shall institute any action or proceeding to enforce any such Restrictive   nt, the Executive hereby waives the claim or defense that the Company or any   of s has an adequate remedy at law and agrees not to assert in any such   action or ing the claim or defense that the Company or any of its affiliates   has an adequa at law. 11. TARP and Golden Parachute Restrictions. (a)   Notwithstanding anything herein to the contrary: (i) any payment the   Executive pursuant to this Agreement or otherwise are subject to and ned upon   their compliance with 12 U.S.C. 1828(k) and 12 C.F.R. Part 359 g golden   parachute and indemnification payments; (ii) no annual bonus, incenti sation,   severance pay, or golden parachute payments or benefits shall be paid, 


    




 










ed, or accrued   under this Agreement or othervvise to the extent it would violate n 111 of   Emergency Economic Stabilization Act of2008, as amended ("EESA"   Interim Final Rule (as hereinafter defined); (iii) no payment or benefit   shall be ided under this Agreement or otherwise to the extent that it would   violate any ent between or among the Company and the Board of Governors of   the Federal e System, the Office of the Comptroller of the Currency or any   other governme r agency, provided that the Company shall use commercially   reasonable efforts te the authority and right to make all payments and   provide all benefits to the ive as and when contemplated by this Agreement;   and (iv) subject to, and in ance with, the interim final rule promulgated   pursuant to Sections 101(a), 101(c) 1 ofEESA (the "Interim Final   Rule"), the Executive shall be required to repay to ny the amount of any   bonus payment (as defined in the Interim Final Rule) mad the TARP period (as   defined in the Interim Final Rule) to the extent that the bo t was based on   materially inaccurate financial statements (which includes, but i ited to,   statements of earnings, revenues, or gains) or any other materially ate   performance metric criteria. (b) In the event that the amounts and benefits   payable pursuant to th ent, when added to other amounts and benefits which   may become payable to t ve by the Company and any affiliated company, are   such that the Executive s subject to the excise tax provisions of Section   4999 of the Code relating to parachute payments" as defined for purposes   of Section 280G of the Code, the ny shall pay the Executive such additional   amount or amounts as will result in t ve's retention of a net amount, after   the payment of all federal, state and local employment and income taxes on   such payments and the value of such benefits the net amount the Executive   would have retained had the initially calculated t and benefits not been   subject to such excise tax provisions. For purposes of th ng sentence, the   Executive shall be deemed to be subject to the highest marginal relevant   state and relevant local tax rate applicable to an individual resident in L ,   California. All calculations required to be made under this subsection shall   be the Company's independent public accountants, subject to the right of ve's   representative to review the same. All such amounts required to be paid by   tion shall be paid at the time any withholding may be required by the   Company, s may be required to be paid by the Executive, under applicable law,   and any al amounts to which the Executive may be entitled shall be paid or   reimbursed n fifteen (15) days following confirmation of such amount by the   Company's dent public accountants. In the event any amounts paid hereunder   are subsequen ned to be in error, due to estimates required for calculation   of such payments bei to be inaccurate or othervvise, the parties hereto agree   to reimburse each other t uch error, as appropriate, and to pay interest   thereon at the applicable federal ra mined pursuant to Code Section 1274) for   the period of time such erroneous remained outstanding and unreimbursed. The   parties hereto recognize that the mplementation ofthe provisions of this   Section 8(b) are complex and agree to d h other in good faith to resolve any   questions or disagreements arising with respe 


    




 










12. Section   409A. (a) This Agreement is intended to comply with the requirements of n   409A of the Code (including the exceptions thereto), to the extent   applicable, ties' Agreement shall be interpreted in accordance with such   requirements. If a ion contained in the Agreement conflicts with the   requirements of Section 409A de (or the exemptions intended to apply under   the Agreement), the Agreement s med to be reformed to comply with the   requirements of Section 409A of the Co applicable exemptions thereto). Notwithstanding   anything to the contrary here poses of determining the Executive's   entitlement to the Severance Payments, (i) e Period shall not be deemed to   have terminated unless and until the Executive a "separation from   service" as defined in Section 409A of the Code, and (ii) the t of   Termination" shall mean the effective date of the Executive's separation   from . Reimbursement of any expenses provided for in this Agreement shall be   mad ly upon presentation of documentation in accordance with the Company's   polic licable) with respect thereto as in effect from time to time (but in no   event later t of calendar quarter following the year such expenses were   incurred); provided, er, that in no event shall the amount of expenses   eligible for reimbursement der during a calendar year affect the expenses   eligible for reimbursement in any xable year. Notwithstanding anything to the   contrary herein, if a payment or under this Agreement is due to a   "separation from service" for purposes of the ru reas. Reg. §   1.409A-3(i)(2) (payments to specified employees upon a separatio rvice) and   the Executive is determined to be a "specified employee" (as   determi reas. Reg.§ 1.409A-l(i) and related Company procedures), such payment   shall ent necessary to comply with the requirements of Section 409A of the   Code, be n the later of (x) the date specified by the foregoing provisions of   this Agreemen date that is six (6) months after the date of the Executive's   separation from serv arlier, the date of the Executive's death). Any installment   payments that are pursuant to this Section 12 shall be accumulated and paid   in a lump sum on th y of the seventh month following the Date of Termination   (or, if earlier, upon th ive's death) and the remaining installment payments   shall begin on such date in nce with the schedule provided in this Agreement.   The Severance Payments ar d not to constitute deferred compensation subject   to Section 409A of the Code t nt such Severance Payments are covered by (i)   the "short-term deferral excepti h in Treas. Reg. § l.409A-l(b)(4), (ii)   the "two times severance exception" set fo s. Reg.§   1.409A-l(b)(9)(iii), or (iii) the "limited payments exception" set   forth Reg.§ 1.409A-l(b)(9)(v)(D). The short-term deferral exception, the two   times ce exception and the limited payments exception shall be applied to the   Severa ts in order of payment in such manner as results in the maximum   exclusion of s ce Payments from treatment as deferred compensation under   Section 409A of t Each installment of the Severance Payments shall be deemed   to be a separate t for purposes of Section 409A of the Code. 


    




 










13. Legal Fees.   (a) The Company shall promptly reimburse the Executive for his able legal   fees incurred in connection with the negotiation and preparation of th ment.   (b) In the event of a dispute between the parties hereto arising out o g to   this Agreement, the prevailing party in any resulting arbitration proceeding   on permitted under the terms of this Agreement shall be entitled to recover   such reasonable attorneys' fees and costs in addition to any other relief to   which suc hall be entitled. The determination of which party is the   prevailing party shall y the arbitrator or court before whom such arbitration   or litigation is conducted 14. Miscellaneous. (a) Any notice or other   communication required or permitted under ent shall be effective only if it   is in writing and shall be deemed to be given w ed personally or one (1) day   after it is sent by a reputable overnight courier serv vidence of delivery)   and, in each case, addressed as follows (or if it is sent thro er method   agreed upon by the parties): If to BFC: Broadway Financial Corporation Attn:   Board of Directors 5055 Wilshire Boulevard, Suite 500 Los Angeles, CA 90036   If to the Bank: Broadway Federal Bank, f.s.b. Attn: Board of Directors 5055   Wilshire Boulevard, Suite 500 Los Angeles, CA 90036 If to the Executive:   Wayne-Kent A. Bradshaw 23265 Bluebird Drive Calabasas, CA 91302 ch other   address as any party hereto may designate by notice to the others. (b) This Agreement   together with the BFC Non-Statutory Stock Opt ent dated as of March 18, 2009   (the "2009 Stock Option Agreement"), the 2016 Agreement dated as of   March 30,2016 (the "2016 Award Agreement"), and the the Executive   pursuant to the ESOP shall constitute the entire agreement amon 


    




 










rties hereto   with respect to the subject matter hereof, and supersede and replace a l   prior understandings or agreements with respect to the subject matter hereof.   (c) Only an instrument in writing signed by the parties hereto may this   Agreement, and any provision hereof may be waived only by an instrument g   signed by the party or parties against whom or which enforcement of such   waive . The failure of any party hereto at any time to require the performance   by any ot ereto of any provision hereof shall in no way affect the full right   to require such mance at any time thereafter, nor shall the waiver by any   party hereto of a breach ovision hereof be taken or held to be a waiver of   any succeeding breach of such ion or a waiver of the provision itself or a   waiver of any other provision of this ment. (d) This Agreement is binding on   and is for the benefit of the parties and their respective successors,   assigns, heirs, executors, administrators and othe epresentatives. Neither   this Agreement nor any right or obligation hereunder may ed by the Executive,   except as permitted hereunder. (e) The Company shall require any successor   (whether direct or t, by purchase, merger, consolidation or otherwise) to all   or substantially all ofth ss and/or assets of the Company to assume this   Agreement in the same manner an ame extent that the Company would have been   required to perform it if no such sion had taken place. As used in this   Agreement, the term "Company" shall mea mpany and any such   successor (or successors) that assumes this Agreement, by on of law or   otherwise. Notwithstanding the foregoing, no such assignment or tion shall   relieve the Company of any obligations hereunder. (f) The parties hereto   shall cooperate with each other and take all , including obtaining, any   governmental or stockholder approval, that any of the termine 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 ive hereunder all federal, state,   city or other taxes that the Company may reasonab ine are required to be   withheld pursuant to any applicable law or regulation (it bei ood, that the   Executive shall be responsible for payment of all taxes in respect of t ts   and benefits provided herein). (h) In the event that the Executive shall   perform services for the Ban other affiliate or subsidiary of BFC, any   compensation or benefits provided to the ve by such other employer shall be   applied to offset the obligations of BFC er, it being intended that this   Agreement set forth the aggregate compensation an payable to the Executive   for all services to the Company and all of its affiliates an aries. BFC shall   reimburse the Bank for compensation or benefits paid or provid Bank to the Executive   to the extent attributable to the Executive's performance of s for BFC in   accordance with the applicable reimbursement policies of BFC and t 


    




 










(i) This   Agreement shall be govcmed by and construed in accordance h the laws of the State   of' California, \Vithout reference to its principles of conflicts of . (j)   This Agreement may be executed in several counterparts. each of ich shall be   deemed an original. but all of which shall constitute one and the same   rument. A facsimile of a signature shall be deemed to be and have the ctJect   of an inal signature. The headings in this Agreement arc for convcnienec   ofrererence {k) y and shall not be a part of or control or affect the meaning   of any provision hereof. I:\! WJT:"\ESS WI IE REO F. the parties have   executed this Employment Agreement f the date first wrinen above.   "\?l.'ayne-Kcnt A. Bradsha\\' 16 


    




 










(i) This   Agreement shall be governed by and construed in accorda e laws of the State   of California, without reference to its principles of conflicts This   Agreement may be executed in several counterparts, each G) shall be deemed an   original, but all of which shall constitute one and the same ment. A   facsimile of a signature shall be deemed to be and have the effect of an l   signature. The headings in this Agreement are for convenience of referenc (k)   d shall not be a part of or control or affect the meaning of any provision   hereof IN WITNESS WHEREOF, the parties have executed this Employment Agreem e   date first written above. Broadway Financial Corporation Name: Virgil Roberts   Title: Chairman ofthe Board Broadway Federal Bank, f.s.b. Name: Virgil   Roberts Title: Chairman of the Board Wayne-Kent A Bradshaw 


    




 










MUTUAL GENERAL   RELEASE OF CLAIMS Tl]js Mutual Genl Release of Claims ("Agreement")   is dated and executed a r7 , 2 ("Execution Date"), by and among   Broadway Financial 1 ation ("BFC 'tiroadwa y Federal Bank, f.s.b. (the   "Bank" and together with B mpany"), and Wayne-Kent A. Bradshaw   ("Executive"). Each of the parties he red to individually as a   "Party" and collectively as the "Parties". RECITALS A.   TheCompany and Executive entered into that certain Employm ent dated as of   March 22, 2017 ("Employment Agreement"). All capitalized te have   the same meaning ascribed to them in the Employment Agreement, un ise defined   herein. B. This Agreement is the mutual general release contemplated by   Section ployment Agreement. C. Effective as of _, , Executive's employment pany   ceased pursuant to Section 1 of the Employment Agreement, a copy of wh ed   hereto marked Exhibit A and incorporated by reference herein. Now, therefore,   in consideration of the recitals above, and the mutual covenant ditions set   forth herein, the Parties agree as follows: Effective Date. The term   "Effective Date" means the date that is eight (8) calen ter the   Execution Date, provided Executive has not revoked his consent to t ent   within seven (7) calendar days after the Execution Date. If the Effective D a   weekend or holiday, the Effective Date shall be the business day immediat ng   such weekend or holiday. If Executive revokes his consent to this Agreem even   (7) calendar days after the Execution Date, (i) there shall be no Effect i)   Executive shall not be entitled to any portion of the Separation Payments, a   Party shall have any obligations under this Agreement. AccruedObligations and   Separation Payments. The Company, jointly a y, shall pay the Executive, and   the Executive shall be entitled to receive payment ued Obligations pursuant   to and in accordance with Section 6 of the Employm ent. The Company, jointly   and severally, shall pay Executive the Severa ts pursuant to and in   accordance with Section 6 of the Employment Agreement urvival of Employment   Agreement Provisions. Executive and the Compa edge and agree that Sections   6(a), 6(d), 8, 9, 10, 11, 12, 13 and 14, together with ons thereof, of the   Employment Agreement shall remain in full force and effe ing herein   terminates, amends or otherwise modifies any provision therein. pplicable:   "4(b)(i)," "4(b)(iii)" or "4(b)(iv)." 


    




 










Executive   Release. 4.1 If the Effective Date occurs, Executive for himself and on   behalf o beneficiaries, successors and assigns, hereby fully releases and   discharges (i) ny and its successors, predecessors and assigns, and (ii) each   of the respective sent shareholders, directors, officers, employees, agents,   representatives, attorn ountants of the persons and entities described in   clause (i) (the persons and ent ed in clauses (i) and (ii), collectively, the   "Company Releasees"), and each of t from, without limitation, any   and all rights, claims, liabilities, losses or expense d whether arising out   of, from, or related to Executive's employment relation y of the Company Releasees,   termination of Executive's employment, or ari any other matter between   Executive and the Company Releasees through ng the Execution Date. The claims   released in this Agreement include, but are to, claims based on tort,   contract (express or implied and oral or written), or state, or local law,   statute, regulation or ordinance. By way of example and no on, this release   includes any claims arising under federal and state wage and h e Equal Pay   Act; the Family and Medical Leave Act of 1993; Title VII ofthe C Act of 1964,   the Americans with Disabilities Act and the California ment and Housing Act,   the California Labor Code, the Pregnancy Disability Le e Age Discrimination   in Employment Act of 1967, the Older Workers Ben on Act, all claims under the   Employee Retirement Income Security Act, as wel ms asserting wrongful   termination, harassment, discrimination, breach of contr of the implied (and   any explicit) covenant of good faith and fair dealing, inflict   tionaldistress, misrepresentation,interference withcontract or prospec ic   advantage, defamation, invasion of privacy, and claims related to disabil   leased claims also include claims for wages or other compensation due, severa   onuses, sick leave, vacationpay, insurance orany otherfringe ben standing the   foregoing, nothing herein waives (i) any rights or claims Execut ve that   cannot lawfully be waived by agreement of the Parties, including, but to,   workers' compensation benefits, unemployment insurance benefits, and   ification rights under California Labor Code Sections 2800, et seq., (ii)   Executi payment of the Accrued Obligations and the Severance Payments in   accorda s Agreement, (iii) Executive's vested rights pursuant to the 2009   Stock Opt ent, the 2016 Award Agreement and all subsequent restricted stock awards   gran utive by the Company, if any, (iv) Executive's rights under any Company   plans t terms survive employment termination, including, without limitation,   the Ban ee Stock Ownership Plan, (v) Executive's rights to indemnification   pursuant ertificate of incorporation and bylaws and the Bank's charter and   bylaws, a and all Executive's rights arising out of, related to, or in   connection with t ent (collectively, the "Executive Reserved   Claims"). In addition, nothing her event the Equal Employment Opportunity   Commission from investigating any matter that it deems appropriate; provided,   however, Executive understan es that, except as otherwise arising out of or   related to this Agreement, Execut nd shall not be entitled to seek any   further monetary compensation from a y Releasee and that any remedies that   may be available to Executive are entir ded by the releases contained in this   Agreement. 


    




 










4.2 Except for   the Executive Reserved Claims, Executive understands that the claims released   are intended to and do include any and all claims of e and kind whatsoever,   whether known or unknown, suspected or unsuspected, w ive has or may have   against any of the Company Releasees and Executive he any and all rights   Executive has or may have under Section 1542 of the Califo ode which   provides: "A general release does not extend to claims which the   creditor does not know or suspect to exist in his or her favor at the time of   executing the release, which if known by him or her must have materially   affected his or her settlement with the debtor." hstanding the   provisions of Section 1542, as well as laws of similar effect, and pose of   implementing a full and complete release and discharge of the parties ns   herein released, Executive expressly acknowledges that this Agreemen d to   include in its effect, without limitation, all claims which Executive does r   suspects to exist in his favor at the time of execution hereof, and that all   s are included within, and extinguished and discharged by, this Agreement, exclud   cutive Reserved Claims. Executive acknowledges that this release constitute   itional general release of any and all known or unknown claims that Executive   ainst any Company Releasees, excluding the Executive Reserved Claims, des   that Executive may become aware of claims in the future which Executive did r   prior to signing this Agreement. Company Release. 5.1 If the Effective Date   occurs, each of BFC and the Bank, for itself and of its respective   stockholders, directors, successors and assigns, hereby f and discharges   Executive and Executive's heirs, beneficiaries, successors (collectively, the   "Executive Releasees"), and each of them of and from, with on, any   and all rights, claims, liabilities, losses or expenses of any kind whet out   of, from, or related to Executive's employment relationship with the Compa   tion of Executive's employment or the Employment Agreement through g the   Execution Date. The claims released in this Agreement include, but are to,   claims based on tort, contract (express or implied and oral or written), or   state, or local law, statute, regulation or ordinance. By way of example and   no on, this release includes any claims asserting breach of contract, breach   of fiduci e covenant of good faith and fair dealing, misrepresentation, or   interference w or prospective economic advantage. Notwithstanding the   foregoing, noth aives any claims against Executive for (i) claims arising   from or relating to t ent, (ii) claims arising from or relating to the 2009   Stock Option Agreement, ( rising from or relating to the 2016 Award   Agreement, and all subsequent restric wards granted to Executive by the   Company, if any, (iv) claims arising from to any breach of provisions from   the Employment Agreement that survive beyo cution Date, or (v) claims arising   from or relating to any Company plans that rms survive employment   termination(collectively, the "Company Reserv ). 


    




 










5.2 Except for   the Company Reserved Claims, the Company understands that the claims released   are intended to and do include any and all claims of e and kind whatsoever,   known or unknown, suspected or unsuspected, which any has or may have against   Executive or any of the other Executive Releasees mpany hereby waives any and   all rights it has or may have under Section 1542 o nia Civil Code which   provides: "A general release does not extend to claims which the   creditor does not know or suspect to exist in his or her favor at the time of   executing the release, which if known by him or her must have materially   affocted his or her settlement with the debtor." hstanding the   provisions of Section 1542, as well as laws of similar effect, and pose of   implementing a full and complete release and discharge of the parties ns   herein released, the Company expressly acknowledges that this Agreeme d to   include in its effect, without limitation, all claims which it does not kno   to exist in its favor at the time of execution hereof, and that all such   claims d within, and extinguished and discharged by, this Agreement, except   for ny Reserved Claims. The Company acknowledges that this release constitute   itional general release of any and all known or unknown claims (except for ny   Reserved Claims) that it may have against Executive or any other Execu es,   despite the fact that it may become aware of claims in the future which it   did r prior to signing this Agreement. Representations and Covenants of   Executive. Executive represents and warr covenants with, the Company as of   the Execution Date as follows: 6.1 No Claims Against Company.Executive has   not filed any char ints, grievances, arbitrations, lawsuits, or claims   against the Company, with ate or federal agency, union or court from the   beginning of time to the Execu nd Executive will not do so at any time   hereafter, based upon events occurring p Execution Date, excluding any   charges, complaints, grievances, arbitrati s, or claims against the Company   arising out of or relating to any Execu d Claims.In the event any arbitrator   or court ever assumes jurisdiction of claim, charge, grievance, arbitration, or   complaint, or purports to bring any le ing on his behalf, Executive will ask   any such arbitrator or court to withdraw fr dismiss any such action,   grievance, or arbitration, with prejudice, excluding , complaints,   grievances, arbitrations, lawsuits, or claims against the Comp out of or   relating to any Executive Reserved Claims. 6.2 Non-Assignment of Claims.   Executive has not assigned or transferred ed to assign or transfer, by   operation of law or otherwise, to any person, fi tion, partnership or other   legal entity, any debt, claim, obligation, damage, liabil , or cause of   action herein released.Executive, directly or indirectly, shall te or   maintain or institute any action or proceeding at law or in equity, of any k   e whatsoever against the Company or any other Company Releasees for any rea n   any way to any claim released in this Agreement, and shall not raise any cla 


    




 










t the Company   or any other Company Releasees by way of defense, counterclai claim or in any   other manner, on any alleged claim released in this Agreement. 6.3   Responsible for Taxes. Executive shall be fully responsible for any an income   and other taxes relating to or arising from the payment of the Acc ations and   Severance Payments as required by applicable law, provided not modifies or   amends Section 11(b) of the Employment Agreement. If Executive a tax   obligation required by applicable law relating to or arising from the payme   crued Obligations and Severance Payments, and if as a result of such failure   any becomes liable for, or pays such tax obligation, Executive shall   indemnify armless the Company for payments actually made by it to satisfy   such obligatio 6.4 Voluntary Signing. This Agreement is executed voluntarily,   wit on, andwithfull knowledge of its significance, andwith Executive's   tanding of its terms and conditions. Executive has received all wages   nsation, as well as reimbursement of expenses, due and owing to him,   excluding Accrued Obligations or Severance Payments or any other payments or   ben may be due and owing hereunder. Representations and Covenants of Company.   Company represents and warrant venants with, Executive as of the Execution   Date as follows: 7.1 No Claims Against Executive.Company, directly or   indirectly, has ny charges, complaints, grievances, arbitrations, lawsuits,   or claims aga ive, with any local, state or federal agency, union or court   from the beginnin the Execution Date and that Company will not do so at any   time hereafter, ba vents occurring prior to the Execution Date, not including   any charges, complai ces, arbitrations, lawsuits, or claims against Executive   arising out of or related mpany Reserved Claims. In the event any arbitrator   or court ever assu tion of any lawsuit, claim, charge, grievance,   arbitration, or complaint, or purpo , directly or indirectly, any legal   proceeding on Company's behalf, Company y such arbitrator or court to   withdraw from and/or dismiss any such acti ce, or arbitration, with   prejudice, not including any lawsuit, claim, char ce, arbitration, or   complaint arising out of or related to the Company Reser . 7.2 Non-Assignment   of Claims. Company, directly or indirectly, has d or transferred, or purported   to assign or transfer, by operation oflaw or otherw person, firm,   corporation, partnership or other legal entity, any debt, cla on, damage.   liability, demand, or cause of action herein released. Compa or indirectly,   shall not prosecute or maintain or institute any action or proceed or in   equity, of any kind or nature whatsoever against Executive or any ot ve   Releasees for any reason related in any way to any claim released in t ent.   and shall not raise any claim against Executive or any other Execut es by way   of defense. counterclaim or cross-claim or in any other manner, on a claim   released in this Agreement. 


    




 










7.3 Voluntary   Signing. Company has executed this Agreement volunta t coercion, and with   full knowledge of its significance, and with Company's tanding of its terms   and conditions. As of the Execution Date, Company has pai and compensation,   as well as reimbursement of expenses, due and owin ive, not including any   unpaid accrued obligations or Severance Payments or o nts or benefits which   may be due and owing hereunder. Representations of Parties. Each Party   represents and warrants to the other Part : (i) this Agreement constitutes   the legal, valid, and binding obligation of s enforceable against him or it   in accordance with its terms, except as s ability may be limited by   bankruptcy, insolvency, or other similar laws relatin cting creditors' rights   generally, or by general equitable principles (regardles r such   enforceability is considered in a proceeding in equity or at law); (ii) the P   absolute and unrestricted right, power, authority, and capacity to execute   this Agreement and to perform his or its obligations under this Agreement;   the execution anddeliveryof this Agreementnor the consummation ance of any of   the transactions contemplated by this Agreement will, directly ly (with or   without notice or lapse of time) contravene, conflict with, or result n of (A)   any provision of any agreement, contract, obligation, promise king (whether   written or oral and whether express or implied) to which such P ty or by   which his or its assets are bound or (B) any award, decision, injuncti nt,   order, or ruling, in each case that is binding upon such Party or to which su   a party; (iv) the Party will not be required to give any notice to or obtain   l, consent, ratification, waiver or other authorization from any individ   tion, general or limited partnership, limited liability company, trust, or   other ent ection with the execution and delivery of this Agreement or the   consummation ance of any of his or its respective covenants set forth in this   Agreement, except nsents, if any, that shall have been obtained on or prior   to the Execution Date. ndemnity. 9.1 If Executive breaches any of Executive's   representations or warranties s 6 (Representations and Covenants of   Executive), or 8 (Representations Executive shall defend, indemnify, and hold   the Company and the other Compa es harmless from and against any and all   claims, liabilities, losses, judgmen ons, damages, costs, expenses, and   actions, incurred as a result of such brea g, without limitation, reasonable   attorneys' and accountants' fees and costs. .2 Ifthe Company breaches any of its   representations or warranties in Sectio esentations and Covenants of   Company), or 8 (Representations of Parties), t y shall defend, indemnify, and   hold Executive and the other Executive Release from and against any and all   claims, liabilities, losses, judgments, obligatio , costs, expenses, and   actions, incurred as a result of such breach, includin limitation, reasonable   attorneys' and accountants' fees and costs. dditional Acknowledgments. By   signing this Agreement, Executive furth edges and consents that Executive   hereby has been advised: 


    




 










(a) To consult   with an attorney prior to signing this Agreement; (b) That Executive has up   to twenty-one (21) days in which to consider wh he should sign this   Agreement, which contains a release of claims unde Age Discrimination and   Employment Act of 1967 ("ADEA''), as amen and (c) That ifExecutive signs   this Agreement, Executive will have seven (7) following the Execution Date to   revoke the Agreement by deliveri notice regarding same to Virgil Roberts,   Chairman of the Board, at Company's principal office. This revocation period   cannot be waived. Executive is not entitled to receive the Separation   Payments prio expiration of this revocation period. Governing Law; No   Presumption From Drafting; Survival of Representati greement shall be   governed by and interpreted under the laws of the Stat nia applicable to   contracts made and to be performed entirely within such S t regard to its   conflicts of law provisions. This Agreement has been negotiate ties. Accordingly,   any rule of applicable law, including, without limitat nia Civil Code Section   1654, or any other statute or common law principle effect, which would   require interpretation of ambiguities in this Agreement aga y that has   drafted it, has no application and is expressly waived. All representati   rranties made by any Party herein shall survive the Effective Date. Dispute   Resolution. Any dispute, claim or controversy arising out of or relatin   reement or the breach, termination, enforcement, interpretation or validity   ther ng without limitation the determination of the scope or applicability of   this Sec ll be determined by arbitration in Los Angeles, California before a   single arbitr a retired judge on the panel of JAMS. If the parties are unable   to agree upon n of one arbitrator, any party may request JAMS to appoint such   arbitrator. ion shall be administered by JAMS pursuant to its Comprehensive   Arbitra nd Procedures.The decision of the arbitrator shall be final and   binding on The scope of discovery shall be determined by the arbitrator. The   prevailing pa entitled to recover reasonable attorneys' fees and costs in   accordance with Sect gment on the arbitration award may be entered in any   court having appropr tion. This Section 12 shall not preclude parties from   seeking provisional remed f arbitration from a court having appropriate   jurisdiction. Recovery of Fees and Costs. In the event that any legal,   equitable, arbitratio oceeding is brought for the enforcement or   interpretation of this Agreement of an alleged dispute, breach, default or   invalidity in connection with n of this Agreement, the prevailing party shall   be entitled to recover reasona s' fees and costs incurred, in addition to any   other relief to which such Party m ed. 


    




 










Severability.The   provisions of this Agreement are severable.If any prov , or the application   thereof to any person or circrnnstance shall be held to be in enforceable,   then in each such event the remainder of this Agreement or ation of such   provision to any other person or any other circumstance shall n y affected.In   such event, the Parties shall negotiate in good faith to replac or   unenforceable provision with another reflecting the same relative distributio   mic benefits and burdens. Gender and Section Headings. As used in this   Agreement, the masculine, femi ter gender, and the singular or plural number,   shall each be deemed to include whenever the context so indicates. Section   headings contained herein are ience only and shall not be considered for any   purpose in construing ment. Successors and Assigns. This Agreement shall bind   and inure to the benefit of sors, assigns, heirs and personal representatives   of the Company, each of the o ees and Executive, provided no assignment shall   relieve the assignor of ions hereunder. Counterparts. This Agreement may be   executed in several counterparts, eac shall be deemed an original, and such   counterparts shall together constitute one e Agreement, binding all Parties,   notwithstanding that all of the Parties are ry to the original or same   counterpart. A facsimile, or PDF scanned signature p ave the same force and   effect as an original signature. Entire Agreement; Amendment; No Admission of   Liability. This Agreem r with the 2009 Stock Option Agreement, the 2016 Award   Agreement, the B yee Stock Ownership Plan 2 constitute the entire agreement   among the Parties to the subject matter hereof, and supersede any prior or   contemporane ents, representations, understandings, policies, or practices   among the Part r oral or written, express or implied.The terms of this   Agreement may not d, amended, changed, altered or waived, except in a writing   signed by Execut duly authorized representative of the Company. This   Agreement shall not ed as an admission of any liability or wrongdoing by Executive   or the Compan s applicable any other severance and equity incentive   agreements between Executive and the that are in effect when this Agreement   is signed. 


    




 










IN WITNESS   WHEREOF, the Parties have entered into this Mutual General e of Claims as of   the date first above written. BROADWAY FINANCIAL CORPORATION By: Its:   BROADWAY FEDERAL BANK, f.s.b. By: Its: W/h....£1-..s-Wayne-Kent A. Bradshaw   15 


    




 










IN WITNESS   WHEREOF, the Parties have entered into this Mutual General e of Claims as of   the date first above written. BROADWAY FINANCIAL CORPORATION By: _ Its:   -----------BROADWAY FEDERAL BANK, f.s.b. By: _ Its:   -----------W/h....£1-..s-Wayne-Kent A. Bradshaw 15