**Exhibit 10.12**

EMPLOYMENT   AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of   May 1, 2017 by and among Broadway Financial Corporation, ("BFC"),   Broadway Federal Bank, f.s.b. (the "Bank" and, together with BFC,   the "Company"), and Norman ··sandy" Bellefeuille (the   "Executive"). The term Company shall refer to BFC in respect   ofExecutive'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 and the Bank since July 9, 2012; and WHEREAS, the   Company desires to continue to retain the Executive to serve as Senior Vice   President, Chief Loan Officer of the Company on the terms and conditions set   forth in this Agreement, and the Executive desires to provide such services   on such terms and conditions. NOW, THEREFORE, in consideration of the terms   and mutual covenants herein and 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 Loan Officer during the service period fixed   by Section 4 hereof (the "Service Period"). The Executive shall   report to the President and Chief Executive Officer ofBFC (the "Chief   Executive Officer") (or such other senior executive officer designated   by the Board of Directors of BFC, in which case the term Chief Executive   Officer shall mean such other designated senior executive officer), and shall   have such duties and responsibilities as are consistent with the position of   a senior vice president and chiefloan officer of 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   executive offices, provided, that the Executive may be required to travel as   reasonably necessary in order to perform the Executive's duties and   responsibilities hereunder. (b) During the Service Period, excluding any   periods of vacation and sick leave to which the Executive is entitled, the   Executive shall devote substantially all of the Executive's working time,   energy and attention to the performance of his duties and responsibilities   hereunder and shall faithfully and diligently endeavor to promote the   business of the Company. During the Service Period, the Executive may not,   without the prior written consent of the Chief Executive Officer, directly or   indirectly, operate, participate in the management, operations or control of,   or act as an executive, officer, consultant, agent or representative of, any   type of competitive business or service, provided that the Executive may, to   the extent not otherwise prohibited by this Agreement, devote such amount of   time as does not interfere with the perfom1ance of the Executive's duties   under this Agreement to engaging in community and charitable activities.   Execution Copy Page 1 of 16 I 0904-()000212781364.3 

 

2.   Compensation. (a) Base Salary. During the Service Period, the Executive shall   be paid an annual base salary of $248,044.00 for the Executive'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 compensation committee of the Board of Directors of BFC (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 ll(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 types 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   twenty percent (20%) of the shares covered thereby on each subsequent   anniversary of the date of grant, provided that vesting will cease upon   termination ofExecutive's Services, al1 as more specifica1ly set forth in the   2008 Long-Tenn Plan or applicable award agreement. Any stock options granted   to the Executive pursuant to the 2008 Long-Tenn Plan shall be exercisable by   the Executive or the Executive's estate, legal representative or heirs for a   period of twelve (12) months after termination of the Service Period due to   Executive's death or Disability, all as more specifically set forth in the   2008 Long-Term Plan or the applicable Award Agreement. (d) Other Benefits.   Except as otherwise provided herein, the Executive shall be eligible to   participate in all employee benefit plans and arrangements of the Company   applicable to other senior executive officersincluding, 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 long-term disability insurance programs. (e)   Vacation. The Executive shall be entitled paid vacation in accordance with   the Company's vacation policy; provided, that the Executive shall be entitled   to not less than twenty (20) days of vacation in each calendar year (or an   appropriately pro-rated portion thereof for partial years). The Executive   shall be permitted to accrue permitted vacation days at such rate and carry   over a maximum of fifteen (15) days of such accrued unused vacation from year   to year. Execution Copy Page 2 ofl6 I 0904..0000212781364.3 

 

(f) Automobile   Allowance. The Company will provide the Executive 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 Executive for all   reasonable out-of-pocket business expenses, including, without limitation,   travel expenses incurred by the Executive in connection with carrying out his   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 for 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) Tenn. 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 close ofbusiness on the third (3rd) anniversary   of the date hereof in the year 2020. Prior to December 31 of each calendar   year during the Service Period, the Chief Executive Officer (or his designee)   shall review the Executive's performance, shall discuss the results of such   review with Executive and promptly 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 Chief Executive Officer   (or his designee) informs the Executive that the Board proposes to extend the   Service Period, and the Executive accepts such proposal, the Service Period   shall be extended to end on the anniversary ofthe date hereof that occurs in   the year immediately following the expiration date of the then existing   Service Period. Notwithstanding the foregoing, nothing herein shall bar the   parties from (a) extending the Service Period under this Agreement by mutual   agreement or (b) continuing 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 the events identified in Section 7 hereof: (i) Death or Disability.   The Service Period shall tenninate upon the Executive's death or Disability.   For this purpose, ''Disability" means that either (A) the Executive is   deemed disabled for purposes of any group or individual long-term disability   policy maintained by the Company that covers the Executive, or (B) in the   good Execution Copy Page 3 o£16 I 0904-0000212781364.3 

 

faith judgment   of the Board, the Executive is substantially unable to perform the   Executive's duties under this Agreement for more than one hundred twenty   (120) days, whether or not consecutive, in any twelve (12)-month period, by   reason of a physical or 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 Chief Executive Officer or the Board and consistent with the   Executive's obligations hereunder and Executive shall not have cured such   failure (as detemrined in the reasonable judgment of the Chief Executive   Officer or the Board) within thirty (30) days after written notice from the   Chief Executive Officer (or his designee); (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 Chief Executive Officer (or his designee); (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 involving a Disqualifier (as defined below) by the Executive.   "Disqualifier" means (i) fraud, moral turpitude, dishonesty, breach   of fiduciary duty involving personal profit, organized crime or racketeering;   (ii) willful violation of securities or commodities laws or regulations;   (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-regulatory trade or professional   organization. Notwithstanding the foregoing, the Executive shall not be   deemed tenninated 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 an opportunity for the Executive, together with   counsel, to be heard before the Board), finding that, in the good faith of   the Board, the Executive's conduct justified termination for Cause and   specifying the particulars thereof in reasonable detail. (iii) Termination   without Cause by the Company. The Company may tenninate the Service Period   without Cause. For the avoidance of doubt, "termination without   Cause" includes, without limitation, the failure by the Company for   whatever reason to extend the Service Period pursuant to Section 4(a), except   if the Executive refuses in writing to accept the then one (1) year extension   of the Service Period. (iv) Termination by the Executive for Good Reason. The   Executive may tenninate the Service Period for Good Reason within ninety (90)   days following the initial existence of the circumstances giving rise to Good   Reason, subject to the terms and conditions of this Section 4(b)(iv). For   purposes of this Agreement, the tenn "Good Reason" shall mean,   unless the Executive shall have consented in writing thereto, Execution Copy   Page4 ofl6 I 0904-0000212781364.3 

 

(i) the   Executive's demotion, loss of title in part or in whole, loss of office, or   reduction of authority, (ii) a reduction in the Executive's base salary,   (iii) relocation of the Executive's primary 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) any material   breach of this Agreement by the Company, including, without limitation, the   failure to pay the Executive any amount when due and payable, pursuant to   tlris Agreement, except in the event of a bona fide dispute regarding   reimbursement ofbusiness expenses, provided, that the Executive shall have   delivered written notice to the Company, within thlrty (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 ofthe 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 the Executive gives notice to the Company of the Executive's   intent to terminate the Service Period at ]east sixty (60) days in advance of   the Date of Termination. 5. Tennination Procedure. (a) Notice of Termination.   Any termination of the Service Period by the 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 accordance with Section 14(a) hereof. The Notice of Termination must   indicate the specific termination provision in this Agreement the party   giving such notice believes to describe the circumstances applicable to such   termination and shall set forth in reasonable detail the facts and   circumstances claimed to provide a basis for termination of the Executive's   employment 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 the Service Period   occurs; (ii) if the Service Period is terminated due to the Executive's death   or Disability, the date of the Executive's death or the date on wrnch 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 terminates the Service Period for Cause, the   date on which the Notice of Termination is received by the Executive; (iv) if   the Executive terminates the Service Period for Good Execution Copy Page5 of   16 I 090+00002/2781364.3 

 

Reason, the   date on which the Notice of Termination is given by the Executive (or such   earlier date as may be agreed to by the Company}; (v} if the Executive   voluntarily terminates the Service Period (other than for Good Reason), the   date specified in the Notice ofTermination, which date shall be no earlier   than sixty (60) days after the date such notice is given pursuant to Section   4(b)(v) hereof, unless otherwise agreed to by the parties; and (vi) if the   Service Period is terminated for any other reason, the date on which a Notice   of Termination is received or any later date (within 30 days, or any   alternative time period 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 ofTennination 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   againstor reduce, any other amounts due to the Executive pursuant to this   Agreement. 6. Rights and Obligations Upon Tennination of the Service Period.   (a) Termination by the Company for Disability or without Cause. or by the   Executive for Good Reason. In the event of the termination of the Service   Period by the Company for Disability or without Cause, or termination of the   Service Period by the Executive for Good Reasonand to the extent permitted by   applicable law and regulations, including, without limitation, those referred   to in Section 11 hereof, the Company shall pay the Executive, and the   Executive shall be entitled to: (i) any unpaid portion of the Base Salary   through the Date of Tennination; (ii) any unreimbursed business expenses in   accordance 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; and (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, subject to the terms   of such plans and programs (collectively the "Accrued   Obligations"). In addition, the Company shall continue to pay the   Executive's monthly Base Salary (i.e., one-twelfth (1/l2th) of Executive's   annual Base Salary in effect as of the date immediately preceding the date of   termination of employment, or the date immediately prior to the initial   existence of circumstances giving rise to Good Reason, as applicable) for (i)   thirty (30) months (the "Severance Period") regardless of the then   remaining portion of the Execution Copy Page 6 of16 I 09 000212781364.3 

 

Service Period   (each monthly salary continuation payment shall be deemed to be a separate   installment for purposes of Section 409A of the Code) commencing with the   first calendar month following the Date of Termination and (ii) the Company   shall continue during the Severance Period to pay the automobile allowance   provided for in Sections 2(f) hereof, and shall continue to pay the Executive   for life, long·term disability, medical and dental insurance premiums in the   manner consistent with the Company's obligations to make such payments   pursuant to Section 2(d) (the payments described in (i) and (ii) being   collectively referred to herein as the "Severance Payments"). All   Severance Payments shall be payable 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 Executives   termination of employment occurs or (B) the date the Executive satisfies the   Irrevocable Release requirement; and (iii) the Executive's entitlement to the   Severance Payments shall be 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 in) 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) .l)eath. 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 be, shall be entitled to solely the Accrued   Obligations. (c) Tennination by the Company for Cause or by the Executive   Voluntarily. If the Service Period is terminated by the Company for Cause or   voluntarily by the Executive (other than for Good Reason), the Executive   shall be entitled to solely the Accrued Obligations. (d) Change in Control.   In the event that the employment of the Executive by the (i) 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 Treas. Reg. Section 1·409A(i)(5)) has occurred, the   Company shall pay to the Executive, and the Executive shall be entitled to, a   single lump sum payment of the present value, as Execution Copy Page 7 ofl6   10904-0000212781364.3 

 

detennined   using a discount rate equal to the Applicable Federal Rate (as defined below)   in effect at the time of such determination, of all ofthe payments provided   for in Section 6(a), within ten (10) days of such termination. As used herein   the tenn "Applicable Federal Rate" means the rate set forth from   time to time in Table 1 of the Applicable Federal Rate Rulings of the   Internal Revenue Service, or any official successor publication, for debt   instruments maturing within three years and having annual compounding. (ii)   As used herein, the term "Change in Control" shall mean an 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 15(d) of the Securities Exchange Act of 1934, as   amended (the "Exchange Act") as in effect on the date ofthis   Agreement; or (ii) results in any person acquiring control ofthe 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 of the Bank or the Company representing   fifty percent (50%) or more of the Bank's or the Company's outstanding   securities except for any securities purchased by any tax 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 three-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 ofthe Incumbent Board; or (C) a plan of   liquidation, 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   than the Incumbent Board of the Company, seeking stockholder approval of a   plan of reorganization, 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 voting common stock are exchanged for or   converted into cash or property or securities not issued by the Bank or the   Company shall be distributed; or (E) a tender offer is made for twenty   percent (20%) or more of the voting securities of the Bank or the Company.   Execution Copy Page 8 of 16 I 0904-00002/2781364.3 

 

7. Other   Termination Provisions. (a) If the Executive is suspended and/or temporarily   prohibited from participating in the conduct of the Company's affairs by a   notice served under section 8(e)(3) or (g)(l) of the 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 unless   stayed by appropriate proceedings. If the charges in the notice are dismissed   or otherwise withdrawn, the Company shall (but subject in all events to the   requirements of Section 409A of the Code) (i) pay the Executive all of the   compensation withheld while the Company's obligations under this Agreement   were suspended, and (ii) reinstate all of 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) of the 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 ofthe 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) ofthe   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 reason,   the Executive will not, without the written consent of the Company, directly   or indirectly: (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, however, a broad and general advertisement or   solicitation not specifically targeting or intending 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, contractual or otherwise, between the Company or any of its   affiliates and any of its respective employees, customers, suppliers,   principals, distributors, lessors or licensors. Efforts by the Executive,   whether direct or indirect, (A) to solicit or assist any other person or   entity in soliciting any employee of the Company or any of its affiliates to   perform services for any entity (other than the Company or any of its   affiliates) or (B) to encourage any 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 of this Section 8. A person's response   Execution Copy Page9 of16 10904-0000212781364.3 

 

to a broad and   general advertisement or solicitation not specifically targeting or intending   to target employees of the Company or any of its affiliates shall not be   deemed a violation of this Section 8. (b) In the event the Executive   materially breaches any of the provisions contained in Section 8(a) hereof   and the Company seeks compliance with such provisions by judicial   proceedings, the time period during which the Executive is restricted by such   provisions shall be extended by the time during which the Executive has been   in violation of any such provision and any period of litigation required to   enforce the Executive's obligations under this Agreement. (c) The Executive   and the Company intend that Section 8 of this 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 fonn such provision   shaH 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 federal 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 Inspector 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 investigation 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   form) of the Company or any of its affiliates, which is of a confidential   nature relating to the Company or any of its affiliates. 10. Arbitration;   Injunctive Relief. (a) Except for claims for injunctive relief pursuant to   Section lO(b) below, the parties shall resolve their disputes by arbitration,   all as more specifically set Execution Copy Page 10 of 16 10904 000212781364.3   

 

forth in   Addendum A affixed hereto and incorporated by reference herein. This Section   IO(a) shall not preclude parties from seeking provisional remedies in aid of   arbitration from a court having appropriate jurisdiction, nor shall it 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 in money the damages   that would be suffered by the Company and its affiliates in the event that   the Executive were to breach any ofthe restrictive covenants set forth in   Sections 8 and 9 hereof(the "Restrictive Covenants"). In the event   that the Executive breaches any of the Restrictive Covenants, the Company   shall be entitled to an injunction restraining the Executive from violating   such Restrictive Covenants (without posting any bond). If the Company shall   institute any action or proceeding to enforce any such Restrictive Covenant,   the Executive hereby waives the claim or defense that the Company or any of   its affiliates 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 111 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 101(a), 101(c)(5), and 111 ofEESA (the "Interim   Final Rule"), the Executive shall be required to repay to the 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 any 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 parachute payments" as defined   for purposes of Section 280G of the Code, the Execution Copy Page 11 ofl6 I   0904-0000212781364.3 

 

Company shall   pay the Executive such additional amount or amounts as will result in the   Executive's retention of a net amount, after the payment of all federal,   state and local excise, employment and income taxes on such payments and the   value of such benefits, equal to the net amount the Executive would have   retained had the initially calculated payment and benefits not been subject   to such excise tax provisions. For purposes of the preceding sentence, the   Executive shall be deemed to be subject to the highest marginal federal,   relevant 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's independent public   accountants, subject to the right of Executive's representative to review the   same. All such amounts required to be paid by this Section shall 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 amounts to which the Executive may be entitled shall be paid or   reimbursed no later than fifteen (15) days following confinnation of such   amount by the Company's independent public 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 determined 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 determining the Executive's entitlement to the   Severance Payments, (i) the Service Period shall not be deemed to have   terminated unless and until the Executive incurs 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 service. Reimbursement of any expenses provided   for in this Agreement shall be made promptly 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   the end of calendar quarter following the year such expenses were incurred);   provided, howeverin no event shall the amount of expenses eligible for   reimbursement hereunder during a calendar year affect the expenses eligible   for reimbursement in any other taxable year. 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 the Executive is determined to be a "specified Execution   Copy Page 12 of16 I 0904-0000.2127&1364.3 

 

employee"   (as determined under Treas. Reg. § 1.409A-l(i) and related Company   procedures), such payment shall, to the extent necessary to comply with the   requirements of Section 409A of the Code, be made on the later of(x) the date   specified by the foregoing provisions of this Agreement or (y) the date that   is six (6) months after the date of the Executive's separation from service   (or, if earlier, the date of the Executive's death). Any installment payments   that are delayed pursuant to this 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 the remaining   installment payments shall begin on such date in accordance with the schedule   provided in this Agreement. The Severance Payments are intended not to   constitute deferred compensation subject to Section 409A of the Code to the   extent such Severance Payments are covered by (i) the "short-term   deferral exception" set forth in Treas. Reg. § 1.409A-l(b)(4), (ii) the   ''two times severance exception" set forth in Treas. Reg. §   1.409A-l(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 exception and the limited payments   exception shall be applied to the Severance Payments 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 of the Code. 13. Legal Fees. The Company   shall promptly reimburse the Executive for his 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): lfto BFC: Broadway Financial Corporation Attn: ChiefExecutive   Officer 5055 Wilshire Boulevard, Suite 500 Los Angeles, CA 90036 If to the   Bank: Broadway Federal Bank, f.s.b. Attn: Chief Executive Officer 5055   Wilshire Boulevard, Suite 500 Los Angeles, CA 90036 Execution Copy Page 13   of16 I 0904-0000212781364.3 

 

Ifto the   Executive: Norman Bellefeuille 1527 Lori Court Redlands, CA 92374 or 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 rights of the Executive pursuant to the ESOP shall   constitute the entire agreement among the parties hereto with respect to the   subject matter hereof, and supersede and replace any and all prior   understandings or agreements with respect to the subject matter hereof. (c)   Only an instrument in writing signed by the parties hereto may amend this   Agreement, and any provision hereof may be waived only by an instrument in   writing signed by the party or parties against whom or which enforcement of   such waiver 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 provision is determined to be invalid or   unenforceable, in whole or in part, such detennination shall in no way affect   any other provisions of this Agreement, or the validity or enforcement of the   remainder of this Agreement, and anyprovisions(s) thus affected shall be   modified to the extent necessary to bring the affected provision(s) within   the applicable requirements of the then-current law. (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 ofthe 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 successors) that assumes this 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 actions, including obtaining, any govemmental 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 Executive hereunder all federal, state, city or other taxes   that the Company may reasonably Execution Copy Page 14 ofl6 I   0904-00002/2781364.3 

 

determine are   required to be withheld pursuant to any applicable law or regulation (it   being understood, that the Executive shall be responsible for payment of all   taxes in respect of the payments and benefits provided herein). (h) In the   event that the Executive shall perform services for the Bank or any other   affiliate or subsidiary of BFC, any compensation or benefits provided to the   Executive by such other employer shall be applied to offset the obligations   of BFC hereunder, it being intended that this Agreement set forth the   aggregate compensation and benefits payable to the Executive for all services   to the Company and all of its affiliates and subsidiaries. BFC shall reimburse   the Bank for compensation or benefits paid or provided by the Bank to the   Executive to the extent attributable to the Executive's performance of   services for BFC in accordance with the applicable reimbursement policies   ofBFC and the Bank. (i) This Agreement shall be governed by and construed in   accordance with the laws of the State of Califomia, without reference to its   principles of conflicts of law. (j) This Agreement may be executed in several   counterparts, each of which shall be deemed an original, but all of which   shall constitute one and the same instrument. 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] Execution Copy Page 15 of 16 10904 000212781364.3 

 

IN WITNESS   WHEREOF, the parties have executed this Employment Agreement as of the date   first written above. Broadway Financial Corporation t:S' s: Name: Title:   J.JJ'ftY JG P ,bl L C:co Broadway Federal Bank, £s.b. Name: Title: Norman   "Sandy" Bellefeuille Print or type name of Executive Execution Copy   Page 16 of 16 I 0904-00002/2781364.3 

 

 

ADDENDUM A TO   EMPLOYMENTAGREEMENT (Executive: Norman "Sandy" Bellefeuille) 1.   Arbitration Except as provided in Section 1O(b) of this Agreement, in the   event of any controversy, dispute or claim (including those based upon a   statute, tort or public policy, and those against individuals or other   entities), arising out of or relating to (1) this Agreement, (2) the   employment relationship between the Executive and the Company, or (3) the   termination of that relationship (hereafter "dispute"), the parties'   exclusive remedy shall be to submit such dispute to the dispute resolution   procedures described below. The parties intend for all disputes to be covered   by the arbitration provision contained in this Addendum A to the fullest   extent permitted by law, and the Executive agrees to pursue any such dispute   in an individual capacity and not as a class representative or class member.   Only the following claims are excluded from these dispute resolution   procedures: (1) claims by Executive for workers' compensation, unemployment   compensation or state disability benefits; (2) claims based on any pension or   welfare plan the terms of which contain an arbitration or other dispute   resolution procedures; (3) claims brought by Executive or Company to compel   arbitration pursuant to this Addendum A or to enforce an arbitration award;   (4) claims under the National Labor Relations Act; (5) any representative   action under the Private Attorney General Act ("PAGA"); and (6) any   other claims which are not permitted by applicable law to be subject to a   binding pre-dispute arbitration agreement. If either party has claims against   the other party that are deemed not to be arbitrable, those claims shall be   stayed and the arbitrable claims shall be resolved before the stayed claims   are addressed. (a) Written notice of desire to arbitrate shall describe the   factual basis of all claims asserted ("Claim"), and shall be served   on the other party as set forth in Section 14(a) of this Agreement. If   written notice of desire to arbitrate is not served within the applicable   time period, the party who failed timely to serve notice will be deemed to   have waived the right to further contest the Claim, and will be deemed to   have accepted the other party's last stated position on the Claim. The   arbitration shall be administered by JAMS, Inc. (formerly (b) known as   Judicial Arbitration and Mediation Services, Inc.) ("JAMS")   pursuant to its Employment Arbitration Rules Procedures, which can be found   at & http://www.iamsadr.com/rules-employment-arbitration and which will   be provided to the Executive upon request, and subject to JAMS Policy on   Employment Arbitration Minimum Standards of Procedural Fairness, which will   also be provided to the Executive upon request. Judgment on any Award (as   defined below) may be entered in any court having competent jurisdiction. The   arbitration shall take place in Los Angeles, California. Notwithstanding   anything herein to the contrary, the parties may agree to use an independent   arbitrator that they mutually select and agree upon. Addendum A-1   10904..()0002!2781364.3 

 

ADDENDUM A (c)   Any party may be represented by an attorney or other representative selected   by the party. (d) Each party shall have the right to take the deposition of   one individual and any expert witness designated by another party without the   arbitrator's prior approval. Each party also shall have the right to make   requests for production of documents to any party. Additional discovery may   be had as ordered by the arbitrator. (e) At least fourteen (14) days before   the arbitration, the parties must exchange lists of witnesses, including any   expert, and copies of all exhibits intended to be used at the arbitration.   (f) The arbitrator shall have jurisdiction to hear and rule on pre-hearing   disputes and is authorized to hold pre-hearing conferences by telephone or in   person, as the arbitrator deems necessary. The arbitrator shall have the   authority to resolve all issues related to discovery, and to entertain   motions to dismiss, motions for summary judgment and adjudication, and any   other pre-trial motions submitted by any party, and shall apply the standards   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 court   reporter to provide a stenographic record of proceedings. If both parties   desire to have access to the stenographic record of proceedings then they   shall split all such costs 50150. The arbitrator will have no authority to:   (i) adopt new Company (h) policies or procedures, (ii) modify this Agreement   or existing Company policies, procedures, wages or benefits, or (iii) in the   absence of a written waiver pursuant to Paragraph (j) below, hear or decide   any matter that was not processed in accordance with this Agreement. The   arbitrator shall have exclusive authority to resolve any Claim, including,   but not limited to, a dispute relating to the interpretation, applicability,   enforceability or formation of this Agreement, or any contention that all or   any part of this Agreement is void or voidable. The arbitrator will have the   authority to award any fonn or amount 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, in whole or in part, the   other's failure to follow any time limit or other requirement set forth in   this Agreement, except that neither party can waive any statute oflirnitation   for filing the Claim. (j) The arbitration will be conducted in private, and   will not be open, directly or indirectly, to the public or the media. The   arbitration and all information directly or indirectly relating thereto   (including, but not limited to, the testimony, evidence or result) shall be   deemed Confidential Information and shall be subject to the restrictions set   forth in Section 9(a) of this Agreement. (k) The arbitrator, subject to the   right to either party to utilize the internal appeal process provided for in   the JAMS rules with respect to any initial judgment rendered in an   arbitration, shall render a written decision and award (the   "Award"), which Addendwn A-2 10904-00002127813643 

 

ADDENDUM A   shall set forth the facts and reasons that support the Award. The Award shall   be final and binding on the Company and the Executive. The parties agree,   however, that a court of competent jurisdiction has the right to set aside   the decision of the arbitrator, if the arbitrator, in rendering his or her   award, committed an error oflaw that affected the remedy or damages awarded.   (1) The Company will pay all administration fees associated with the   arbitration over and above those that the Executive would have to pay in a   court proceeding and the cost of arbitrator, it being the parties' intention   that the Executive not bear any costs that the Executive would not be   required to bear in a court proceeding, to the extent that the Executive   would be required to pay for filing fees and transcript fees in a court   proceeding Executive will remain responsible for such fees. Notwithstanding   any provisions to the contrary found in such procedures, in the event of   final and binding arbitration pursuant to this paragraph, except for the   arbitrator's fees which the Company shall be responsible for paying, each   party will be responsible for paying its own costs and attorneys' fees in   connection with the arbitration. The arbitrator shaii not be authorized to   award the prevailing party costs and attorneys' fees, except as expressly   provided by statute. (m) The Company and the Executive understand that   developments in case law and legislation may affect the enforceability of   arbitration provisions such as this. It is the parties' intention and desire   that this Addendum A is compliant with current law at the time either party   seeks its enforcement. Accordingly, if any one or more of the provisions of   this Addendum A is deemed to be unenforceable, the remaining provisions shall   continue in full force and effect in accordance with Section 14(d) of this   Agreement. (n) Each of the parties acknowledges that he or it has carefully   read and understands this Addendum A and agrees to be bound by and comply   with all of its terms. Each of the parties acknowledges such party's   voluntary agreement to arbitrate claims and understands and acknowledges that   by signing this Agreement, such party is giving up the right to a jury trial   and to a trial in a court of law. Addendum A-3 I 090 0002:'2781364.3 

 

EXHIBIT A   MUTUAL GENERAL RELEASE OF CLAIMS This Mutual General Release of Claims   ("Agreement") is 'dated and executed as of , . ("Execution   Date"), by and among Broadway Financial Corporation ("BFC"),   Broadway Federal Bank, f.s.b. (the "Bank" and together with BFC,   the "Company"), and Norman "Sandy" Bellefeuille   ("Executive"). Each of the parties hereto is referred to   individually as a "Party" and collectively as the   "Parties". RECITALS The Company and Executive entered into that   certain Employment Agreement ("Employment Agreement"). AU   capitalized terms herein have the A. dated as of same meaning ascribed to   them in the Employment Agreement, tmless otherwise defined herein. B. This   Agreement is the mutual general release contemplated by Section 6 of the   Employment Agreement. C. Effective as of the Agreement Date, Executive's   employment at the Company ceased pursuant to Section 1 of the Employment   Agreement, a copy of which is affixed hereto marked Exhibit A and   incorporated by reference herein. Now, therefore, in consideration of the   recitals above, and the mutual covenants and conditions set forth herein, the   Parties agree as follows: 1. Effective Date. The term "Effective   Date" means the date that is eight (8) calendar days after the Execution   Date, provided Executive has not attempted to revoke his consent to this   Agreement within seven (7) calendar days after the Execution Date. If the   Effective Date falls on a weekend or holiday, the Effective Date shall be the   business day immediately following such weekend or holiday. If Executive   revokes his consent to this Agreement within seven (7) calendar days after   the Execution Date, (i) there shall be no Effective Date, (ii) Executive   shall not be entitled to any portion of the Separation Payments, and (iii) no   Party shall have any obligations under this Agreement. 2. Accrued Obligations   and Separation Payments. The Company, jointly and severally, shall pay the   Executive, and the Executive shall be entitled to the Accrued Obligations   pursuant to and in accordance with Section 6 of the Employment Agreement. The   Company, jointly and severally, shall pay Executive the Separation Payments   pursuant to and in accordance with Section 6 of the Employment Agreement. 3.   Survival of Emolovment Agreement Provisions. Executive and the Company   acknowledge and agree that Sections 6(a), 6(d), 8, 9, 10, 11, 12, 13 and 14,   together with al1 subsections thereof, of the Employment Agreement shall   remain in full force and effect, and nothing herein tenninates, amends or   otherwise modifies any provision therein. 1 Insert as applicable:   "4(b)(l)," "4(b)(iii)," or"4(b)(iv)." Exhibit   A-I I 0904-0000212781364 J 

 

EXHIBIT A 4.   Executive Release. 4.1 If the Effective Date occurs, Executive for himself   and on behalf of his heirs, beneficiaries, successors and assigns, hereby   fu11y releases and discharges (i) the Company, and its successors,   predecessors and assigns, and (ii) each of the respective past and present   shareholders, directors, officers, employees, agents, representatives,   attorneys and accountants of the persons and entities described in clause (i)   (the persons and entities described in clauses (i) and (ii), collectively,   the "Company Releasees"), and each of them of and from, without   limitation, any and all rights, claims, liabilities, losses or expenses of   any kind whether arising out of, from, or related to Executive's employment   relationship with any of the Company Releasees, termination of Executive's   employment, or arising out of any other matter between Executive and the   Company Releasees through and including the Execution Date. The claims   released in this Agreement include, but are not limited to, claims based on   tort, contract (express or implied and oral or written), or any federal   state, or local law, statute, regulation or ordinance. By way of example and   not in limitation, this release includes any claims arising under federal and   state wage and hour laws, the Equal Pay Act; the Fan1ily and Medical Leave   Act of 1993; Title VII of the Civil Rights Act of1964, the Americans with   Disabilities Act and the California Fair Employment and Housing Act, the   California Labor Code, the Pregnancy Disability Leave Act, the Age   Discrimination in Employment Act of 1967, the Older Workers Benefit   Protection Act, all claims under the Employee Retirement Income Security Act,   as well as any claims asserting wrongful tennination, harassment,   discrimination, breach of contract, breach of the covenant of good faith and   fair dealing, infliction of emotional distress, misrepresentation,   interference with contract or prospective economic advantage, defamation,   invasion of privacy, and claims related to disability. Such released claims a   so include claims for wages or other compensation due, severance pay,   bonuses, sick leave, vacation pay, insurance or any other fringe benefit.   Notwithstanding the foregoing, nothing herein waives (i) any rights or claims   Executive may have that cannot lawfully be waived by agreement of the   Parties, including, but not limited to, workers' compensation benefits,   unemployment insurance benefits, and his indemnification rights under   California Labor Code Sections 2800, et seq., (ii) Executive's rights to   payment of the Accrued Obligations and the Severane Payments in accordance   with this Agreement, (iii) Executive's rights pursuant to the 2016 Stock   Option Agreement and all subsequent awards, if any, granted to Executive by   the Company pursuant to the 2008 LongT· erm Plan, (iv) Executive's rights   under any Company plans that by their terms survive employment termination,   including, without limitation, the Bank's Employee Stock Ownership Plan, (v)   Executive's rights to indemnification pursuant to BFC's certificate of   incorporation and bylaws and the Bank's charter and bylaws, and (vi) any and   all Executive's rights arising out of, related to, or in connection with this   Agreement (collectively, the "Executive Reserved Claims"). In   addition, nothing herein shall prevent the Equal Employment Opportunity   Commission from investigating or pursuing any matter that it deems   appropriate; provided, however, Executive understands and agrees that, except   as otherwise arising out of or related to this Agreement, Executive is not   and shall not be entitled to seek any further monetary compensation from any   Company Releasee and that any remedies that may be available to Executive are   entirely superseded by the releases contained in this Agreement Exhibit A-2 I   0904-00002/2781364.3 

 

EXHIBIT A 4.2   Except for the Executive Reserved Claims, Executive understands and agrees   that the claims released are intended to and do include any and all claims of   every nature and kind whatsoever, whether known or unknown, suspected or   unsuspected, which Executive has or may have against any of the Company   Releasees and Executive hereby waives any and all rights Executive has or may   have under Section 1 542 of the California 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 affected his or her   settlement with the debtor." Notwithstanding the provisions of Section   1542, as well as laws of similar effect, and for the purpose of implementing   a full and complete release and discharge of the parties and concerns herein   released, Executive expressly acknowledges that this Agreement is intended to   include in its effect, without limitation, all claims which Executive does   not know or suspects to exist in his favor at the time of execution hereof,   and that all such claims are included within, and extinguished and discharged   by, this Agreement, excluding te Executive Reserved Claims. Executive   acknowledges that this release constitutes an unconditional general release   of any and all known or unknown claims that Executive may have against any   Company Releasees, excluding the Executive Reserved Claims, despite the fact   that Executive may become aware of claims in the future which Executive did   not consider prior to signing this Agreement. 5. Company Release. 5.1 If the   Effective Date occurs, each ofBFC and the Bank foritself and on behalf of its   respective stockholders, directors, successors and assigns, hereby fully   release and discharge Executive and Executive's heirs, beneficiaries,   successors and assigns (collectively, the "Executive Releasees"),   and each of them of and from, without limitation, any and all rights, claims,   liabilities, losses or expenses of any kind whether arising out of, from, or   related to Executive's employment relationship with the Company, termination   of Executive's employment or the Employment Agreement through and including the   Execution Date. The claims released in this Agreement include, but are not   limited to, claims based on tort, contract (express or implied and oral or   written), or any federal state, or local law, statute, regulation or   ordinance. By way of example and not in limitation, this release includes any   claims asserting breach of contract, breach of fiduciary duty, the covenant   of good faith and fair dealing, misrepresentation, or interference with   contract or prospective economic advantage. Notwithstanding the foregoing,   nothing herein waives any claims against Executive for (i) claims arising   from or relating to this Agreement, (ii) claims arising from or relating to   the 2016 Stock Option Agreement, (iii) claims arising froJll or relating to   other awards, if any, granted to Executive by the Company pursuant to the   2008 Long-Term Plan, (iv) claims arising from or relating to any breach of   provisions from the Employment Agreement that survive beyond the Execution   Date, or (v) claims arising from or relating to any Company plans that by   their terms survive employment termination (collectively, the "Company   Reserved Claims''). ExhibitA-3 I 0904-0000212781364.3 

 

EXHIBIT A 5.2   Except for the Company Reserved Claims, the Company understands and agrees   that the claims released are intended to and do include any and all claims of   every nature and kind whatsoever, known or unknown, suspected or unsuspected,   which the Company has or may have against Executive or any of the other   Executive Releasees and the Company hereby waives any and all rights it has   or may have under Section 1542 of the California Civil Code which provides:   "A general release does not ex1end 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." Notwithstanding the provisions of   Section 1542, as well as laws of similar effect, and for the purpose of   implementing a full and complete release and discharge of the parties and   concerns herein released, the Company expressly acknowledges that this   Agreement is intended to include in its effect, without limit tion, all   claims which it does not know or suspect to exist in its favor at the time of   execution hereof, and that all such claims are included within, and   extinguished and discharged by, this Agreement, except for the Company   Reserved Claims. The Company acknowledges that this release constitutes an   unconditional general release of any and all known or un own claims (except   for the Company Reserved Claims) that it may have against Executive or any   other Executive Releasees, despite the fact that it may become aware of   claims in the future which it did not consider prior to signing this   Agreement. Representations and Covenants of Executive. Executive represents   and warrants to, and 6. covenants with, the Company as ofthe Execution Date   as follows: 6.1 No Claims Against Company. Executive has not filed any   charges, complaints, grievances, arbitrations, lawsuits, or claims against   the Company, with any local, state or federal agency, union or court from the   beginning of time to the Execution Date, and Executive wiH not do so at any   time hereafter, based upon events occurring prior to the Execution Date,   excluding any charges, complaints, grievances, arbitrations, lawsuits, or   claims against the Company arising out of or relating to any Executive   Reserved Claims. In the event any arbitrator or court ever assumes   jurisdiction of any lawsuit, claim, charge, grievance, arbitration, or   complaint, or purports to bring any legal proceeding on his behalf, Executive   will ask any such arbitrator or cow1 to withdraw from and/or dismiss any such   action, grievance, or arbitration, with prejudice, excluding any charges,   complaints, grievances, arbitrations, lawsuits, or claims against the Company   arising out of or relating to any Executive Reserved Claims. Non-Assignment   of Claims. Executive has not assigned or transferred, or 6.2 purported to   assign or transfer, by operation of law or otherwise, to any person, firm,   corporation, partnership or other legal entity, any debt, claim, obligation,   damage, liability, demand, or cause of action herein released. Executive,   directly or indirectly, shall not prosecute or maintain or institute any   action or proceeding at law or in equity, of any kind or nature whatsoever   against the Company or any other Company Releasees for any reason related in   any way to any claim released in this Agreement, and shall not raise any   claim against the Company or any other Company Releasees by way of defense,   counterclaim or cross-claim or in any other manner, on any alleged claim   released in this Agreement. Exhibit A-4 10904-0000212781364.3 

 

EXHIBIT A 6.3   Responsible for Taxes. Executive shall be fully responsible for any and all   of his income and other taxes relating to or arising from the payment of the   Accrued Obligations and Severance Payments as required by applicable law,   provided nothing herein modifies or amends Section II (b) ofthe Employment   Agreement. IfExecutive fails to pay a tax obligation required by applicable   law relating to or arising from the payment of the Accrued Obligations and   Severance Payments, and if as a result of such failure the Company becomes   liable for, or pays such tax obligation, Executive shall indemnifY and hold   harmless the Company for payments actually made by it to satisfY such   obligation. 6.4 Voluntary Signing. This Agreement is executed voluntarily,   without coercion, and with full knowledge of its significance, and with   Executive's full understanding of its terms and conditions. Executive has   received all wages and compensation, as well as reimbursement of expenses,   due and owing to him, excluding any unpaid Accrued Obligations or Severance   Payments or any other payments or benefits which may be due and owing   hereunder. · 7. Representations and Covenants of Company. Company represents   and wap-ants to, and covenants with, Executive as of the Execution Date as   follows: No Claims Against Executive. Company, directly or indirectly, has   not filed any 7.1 charges, complaints, grievances, arbitrations, lawsuits, or   claims against Executive, with any local, state or federal agency, union or   court from the beginning of time to the Execution Date and that Company will   not do so at any time hereafter, based upon events occurring prior to the   Execution Date, not including any charges, complaints, grievances,   arbitrations, lawsuits, or claims against Executive arising out of or related   to any Company Reserved Claims. In the event any arbitrator or court ever   assumes jurisdiction of any lawsuit, claim, charge, grievance, arbitration,   or complaint, or purports to bring, directly or indirectly, any legal   proceeding on Company's behalf, Company will ask any such arbitrator or court   to withdraw from and/or dismiss any such action, grievance, or arbitration,   with prejudice, not including any lawsuit, claim, charge, grievance,   arbitration, or complaint arising out of or related to the Company Reserved   Claims. 7.2 Non-Assignment of Claims. Company, directly or indirectly, has   not assigned or transferred, or purported to assign or transfer, by operation   of law or otherwise, to any person, firm, corporation, partnership or other   legal entity, any debt, claim, obligation, damage, liability, demand, or   cause of action herein released. Company.directly or indirectly, shall not   prosecute or maintain or instiMe any action or proceeding at law or in   equity, of any kind or nature whatsoever against Executive or any other   Executive Releasees for any reason related in any way to any claim released   in this Agreement, and shall not raise any claim against Executive or any   other Executive Re1easees by way of defense, counterclaim or cross-claim or   in any other manner, on any alleged claim released in this Agreement. 7.3   Voluntary Signing. Company has executed this Agreement voluntarily, without   coercion, and with full knowledge of its significance, and with Company's   fulJ understanding of its terms and conditions. As of the Execution Date,   Company has paid all wages and compensation, as well as reimbursement of   expenses, due and owing to Executive, not including any unpaid accrued   obligations or Severance Payments or other payments or benefits which may be   due and owing hereunder. Exhibit A-5 I 0904-00002/2781364 J 

 

EXHIBIT A   Representations of Parties. Each Party represents and warrants to the other   Party as 8. follows: (i) this Agreement constitutes the legal, valid, and   binding obligation of such Party, enforceable against him or it in accordance   with its terms, except as such enforceability may be limited by bankruptcy.   insolvency, or other similar laws relating to or affecting creditors' rights   genera1Iy, or by general equitable principles (regardless of whether such   enforceability is considered in a proceeding in equity or at law); (ii) the   Party has the absolute and unrestricted right, power, atllhority, ami c pMdly   to execute and deliver this Agreement and to perform his or its obligations   under this Agreement; (iii) neither the .execution and delivery of this Agreement   nor the consummation or performance of any of the transactions contemplated   by this Agreement will, directly or indirectly (with or without notice or   lapse of time) contravene, conflict with, or result in a violation of (A) any   provision of any agreement, contract, obHgation, promise or undertaking   (whether written or oral and whether express or implied) to which such Party   is a party or by which his or its assets are bound or (B) any award,   decision, injWlction, judgment, order, or ruling, in each case that is   binding upon such Party or to which such Party is a party; (iv) the Party   will not be required to give any notice to or obtain any approval, consent,   ratification, waiver or other authorization from any individual, corporation,   general or limited partnership, limited liability company, trust, or other   entity in connection with the execution and delivery of this Agreement or the   consummation or performance of any of his or its respective covenants set   forth in this Agreement, except for such consents, if any, that shall have   been obtained on or prior to the Execution Date. 9. Indemnity. 9.1 If   Executive breaches any of Executive's representations or warranties in   Sections 6 (Representations and Covenants ofExecutive) or 8 {Representations   ofParties), Executive shall defend, indemnify, and hold the Company and the   other Company Releasees harmless from and against any and aU claims,   liabilities. losses, judgments, obligations, damages, costs, expenses, and   actions, incurred as a resu]t of such breach, including, without limitation,   reasonable attorneys' and accountants' fees and costs. 9.2 If the Company   breaches any of its representations or warranties in Sections 7   (Representations and Covenants of Company) or 8 (Representations of Parties),   the Company shall defend, indemnify, and hold Executive and the other   Executive Releasees harmless from and against any and aU claims, liabilities,   losses, judgments, obligations, damages, costs, expenses, and actions,   incurred as a result of such breach, including, without limitation,   reasonable attorneys' and accountants' fees and costs. 10. Additional   Acknowledgments. By signing this Agreement, Executive further acknowledges   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 whether he should sign this   Agreement, which contains a release of claims under the Age Discrimination   and Employment Act of 1967 ("ADEA"), as amended; and Exhibit A-6   I0904-{)000212781364.3 

 

EXHIBIT A (c)   That if Executive signs this Agreement, Executive will have seven (7) days   following the Execution Date to revoke the Agreement by delivering a notice   regarding same to the Company's Chief Executive Officer at the Company's   principal office. TI1is revocation period cannot be waived. and Executive is   not entitled to receive the Separation Payments prior to expiration of this   revocation period. 11. Governing Law: No PresumJltion From Drafting; Survival   of Representations. This Agreement shall be governed by and interpreted under   the laws of the State of California applicable to contracts made and to be   perfonned entirely within such State, without regard to its conflicts of law   provisions. This Agreement has been negotiatd by all Parties. Accordingly,   any rule of applicable law, including, without limitation, California Civil   Code Section l 654, or any other statute or common law principles of similar   effect, which would require interpretation of ambiguities in this Agreement   against the Party that has drafted it, has no application and is expressly   waived. All rept:esentations and warranties made by any Party herein shaH   survive the Effective Date. 12. Dispute Resolution. Any dispute, claim or   controversy arising out of or relating to this Agreement or the breach,   termination, enforcement, interpretation or validity thereof, including   without limitation the determination of the scope or applicability of this   Section 12, shall be determined by arbitration in Los Angeles, California   before a single arbitrator who is a retired judge on the panel ofJAMS, Inc.   ("JAMS"). If the parties are unable to agree upon the selection of   one arbitrator, any party· may request JAMS to appoint such arbitrator. The   arbitration shall be administered by JAMS pursuant to its Comprehensive   Arbitration Rules and Procedures. The decision of the arbitrator shall be   final and binding on the parties. The scope of discovery shaJJ be detennined   by the arbitrator. The prevailing party shall be entitled to recover   reasonable attorneys' fees and costs in accordance with Section 13. Judgment   on the arbitration award may be entered in any court having appropriate   jurisdiction. This Section 12 shall not preclude parties from seeking   provisional remedies in aid of arbitration from a court having appropriate   jurisdiction. 13. Recovery of Fees and Costs. In the event that any legal,   equitable, arbitration or other proceeding is brought for the enforcement or   interpretation of this Agreement, or because of an alleged dispute, breach,   default or invalidity in connection with any provision of this Agreement, the   prevaiJing party shal1 be entitled to recover reasonable attorneys' fees and   costs incurred, in addition to any other relief to which such Party may be   entitled. 14. Severability. The provisions of this Agreement are severable.   If any provision herein, or the application thereof to any person or   circumstance shalJ be held to be invalid or unenforceable, then in each such   event the remainder of this Agreement or the application of such provision to   any other person or any other circumstance shall not be thereby affected. In   such event, the Parties shall negotiate in good faith to replace the invalid   or unenforceable provision with another reflecting the same relative   distribution of economic benefits and burdens. Gender and Section Headings.   As used in this Agreement, the masculine, feminine or 15. neuter gender, and   the singular or plural number, shaH each be deemed to include the others   whenever the context so indicates. Section headings contained herein are for   convenience only and shall not be considered for any purpose in construing   this Agreement. Exhibit A-7 I 0904·00002/2781364.3 

 

EXHIBIT A 16.   Successors and Assigns. This AgreeJl?.ent shaH bind and inure to the benefit   of the successors, assigns, heirs and personal representatives of the   Company, each of the other Releasees and Executive, provided no assignment   shaJl relieve the assignor of any obligations hereunder. 17. Counterparts.   This Agreement may be executed in several counterparts, each of which shall   be deemed an original, and such counterparts shall together constitute one   and the same Agreement, binding all Parties, notwithstanding that all of th   .Parties are not signatory to the original or same counterpart. A facsimile,   or PDF scanned signature page, shall have the same force and effect as an   originaJ signature. 18. Entire Agreement: Amendment; No Admission of   Liability. This Agreement together with the 2016 Stock Option Agreement and   the Bank Employee Stock Ownership Plan 2 constitute the entire agreement   among the Parties with respect to the subject matter hereof, and supersede   any prior or contemporaneous agreements, representations, understandings,   policies, or practices among the Parties, whether oral or written, express or   implied. The terms of this Agreement may not be modified, amended, changed,   altered or waived, except in a writing signed by Executive and a duly   authorized representative of the Company. This Agreement shall not be   construed as an admission of any liability or wrongdoing by Executive or the   Company. [Signatures on next page] 2 Insert as applicable other severance and   equity incentive agreements between Executive and the Company. Exhibit A-8   10904-00002/2781364.3 

 

IN WITNESS   WHEREOF, the Parties have entered into this Mutual General Release of Claims   as of the date first above written. BROADWAY FINANCIAL CORPORATION By: I:   ----------------------BROADWAY FEDERAL BANK, f.s.t. By: 1:   ----------------------Nonnan "Sandy" Bellefeuille Exhibit A-9 I   0904-0000212781364.3 

 

AMENDMENT NO. 1   TO EMPLOYMENT AGREEMENT This Amendment No. 1 (this "Amendment") is   dated and effective as of July 1, 2019, by and among Broadway Financial   Corporation ("BFC"), Broadway Federal Bank, f.s.b. (the   "Bank" and, together with BFC, the "Company"), and Norman   "Sandy" Bellefeuille (the "Executive"). This Amendment   amends the Employment Agreement dated as of May I, 2017, by and among BFC,   the Bank, and the Executive (the "Agreement"). All capitalized   terms used in this Amendment have the same meaning ascribed to them in the   Agreement, unless otherwise defined herein. WHEREAS, the Company and the   Executive desire to correct Section 6(a) of the Agreement regarding the   determination of the amount of monthly severance compensation that the   Executive would be entitled to receive pursuant to Section 6(a) of the   Agreement. WHEREAS, the Company and the Executive intended and understood   that the monthly salary continuation payable to the Executive would by the   highest annual compensation for any of the three (3) calendar years   immediately preceding the date of termination of employment for the   Executive. NOW, THEREFORE, in consideration of the terms and mutual covenants   herein, and for other good and valuable consideration, the parties hereto   agree as follows: Amendment to Section 6(a). Section 6(a) (Termination by the   Company for I. Disability or without Cause, or by the Executive for Good   Reason) of the Agreement hereby is amended as follows: In Section 6(a), the   entire sentence beginning with "In addition, the Company shall continue   to pay the Executive's monthly Base Salary..." and ending with"...   (the payments described in (i) and (ii) being collectively referred to herein   as the "Severance Payments")." shall be deleted in its   entirety and replaced as follows: "In addition, the Company shall   continue to pay the Executive (i) monthly installments equal to one-twelfth   (1/121h) of the Executive's highest Annual Compensation for any of the three   (3) calendar years immediately preceding the date of termination of   employment (or the date immediately prior to the initial existence of   circumstances giving rise to Good Reason, as applicable) for thirty (30)   months (such 30 months, the "Severance Period") regardless ofthe   then-remaining portion of the Service Period (each such monthly compensation   continuation payment shall be deemed to be a separate installment for purposes   of Section 409A ofthe Code), which installment payments shall commence with   the first calendar month following the Date of Termination and (ii) during   the Severance Period, the automobile allowance provided for in Section 2(f)   hereof, and life, long-term disability, medical and dental insurance premiums   in the manner consistent with the Company's obligations to make such payments   pursuant to Section 2(d) hereof(the payments described in (i) and (ii) of   this sentence being collectively referred to herein as the "Severance   Payments")." 10893-00002/3181239.3 

 

2. as follows:   New Section 6(e). A new Section 6(e) hereby is added to Section 6 of the   Agreement "(e) Definition of Annual Compensation. For purposes of   Section 6(a) hereof, the term "Annual Compensation" means the sum   of(i) Executive's annual Base Salary paid or earned for the applicable   calendar year plus (ii) the amount of Executive's annual cash bonus paid or   earned, even though paid in a subsequent calendar year. For illustration, by   example only, suppose for the three calendar years used to determine the   Executive highest Annual Compensation, his highest Annual Compensation was   $300,000.00, consisting of a Base Salary of$248,044.00 plus a cash bonus   of$51,956.00 earned but not paid until the subsequent calendar year, then for   purposes of determining the monthly Severance Payment payable to the   Executive pursuant to Section 6(a), the sum of$300,000.00 would be divided by   twelve (12) resulting, in this example, in a monthly Severance Payment equal   to $25,000.00." 3. Reference to Agreement. All references in the   Agreement to "this Agreement" or "the Agreement" mean the   Agreement, as amended by this Amendment. 4. Incorporation by Reference.   Section 14 ofthe Agreement is incorporated by reference herein as if   rewritten verbatim to apply to this Amendment. 5. No Other Amendments. Except   as expressly set forth in this Amendment, the Agreement remains unchanged and   in full force and effect. IN WITNESS WHEREOF, the parties have executed this   Amendment No. 1 to Employment Agreement as of the date first written above.   Broadway Financial Corporation eG lf;p &:?b.OS:Jof..A-w-j Name: Broadway   Federal Bank, f.s.b. Name: ----------------------------­ Title: Norman   "Sandy" Bellefeuille Print or type name of Executive   10893-00002/3181239.3