**Exhibit 10.13**

EMPLOYMENT   AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement"), dated as   ofMay 1, 2017 by and among Broadway Financial Corporation, ("BFC"),   Broadway Federal Bank, f.s.b. (the "Bank" and, together with BFC,   the "Company"), and Ruth McCloud (the "Executive"). The   term Company shall refer to BFC in respect of Executive's services to BFC and   to the Bank in respect of the Executive's services to the Bank. WHEREAS, the   Executive has served as a senior executive officer of the Company and the   Bank since June 30, 2014; and WHEREAS, the Company desires to continue to   retain the Executive to serve as Senior Vice President, Chief Retail Banking   Officer of the Company on the terms and 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 Retail Banking Officer during the service period fixed by Section 4   hereof (the "Service Period"). The Executive shall report to the   President and Chief Executive Officer of BFC (the "Board") and   shall have such duties and responsibilities as are consistent with the   position of a senior vice president and chief retail banking 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 her   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 Board,   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 performance of the   Executive's duties under this Agreement to engaging in community and   charitable activities. Execution Copy Page I of 16 l 0904-00002/2781 365.2 

 

2.   Compensation. (a) Base Salary. During the Service Period, the Executive shall   be paid an annual base salary of $200,510.00 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 Board in its discretion (such base salary, as in effect from time to   time, the "Base Salary"). (b) Changes in Compensation and Benefits.   The payment or accrual of bonuses, and the grant and vesting of any equity   incentive awards, pursuant to Section 2(c) below or otherwise shall in all   events be subject to EESA and the Interim Final Rule (both as defined in   Section 11(a) hereof). (c) Equity Incentives. The Executive shall be entitled   to participate in the Bank's Employee Stock Ownership Plan (the   "ESOP") in accordance with its terms. In addition, the Executive   shall be eligible for equity-based awards pursuant to BFC's Amended and   Restated 2008 Long-Term Incentive Plan ("2008 Long Term Plan") of   such 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 ofthe date of grant, provided that vesting will cease upon   termination of Executive's Services, all as more specifically set forth in   the 2008 Long-Term Plan or applicable award agreement. Any stock options   granted to the Executive pursuant to the 2008 Long-Term Plan shall be   exercisable by the Executive at the Executive's estate, legal representative   or heirs for a period of twelve (12) months after termination of the Service   Period due to the death or Disability, alias more specifically set forth in   the 2008 Long-Term Plan or the applicable Award Agreement. (d)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 officers, including, without limitation,   the Bank's incentive compensation plan, the Company's 401(k) Plan with   continuation of the Company's current employee contribution matching policy,   and medical, dental, life and long-term disability insurance programs. (e)   Vacation. The Executive shall be entitled paid vacation in be an accordance   with the Company's vacation policy; provided, that the Executive shall   entitled to not less than twenty (20) days of vacation in each calendar year   (or 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 of 16 I 0904-00002/2781365.2 

 

(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 her   responsibilities under this Agreement during the Service Period upon   presentation of appropriate vouchers, receipts or other satisfactory evidence   thereof and otherwise in accordance with applicable Company policies. (b)   Memberships. The Company shall pay or reimburse the Executive 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) Term. The "Service Period" during which the Executive   shall perform the Services for the Company pursuant to this Agreement means   the period commencing on the date hereof and, subject to extension as set forth   below, expiring at the close of business 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 Board 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 Board informs the Executive that it proposes to   extend the Service Period, and the Executive accepts such proposal, the   Service Period shall be extended to end on the anniversary of the 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 terminate 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 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, Execution Copy Page 3 of 16 l   0904-00002/2781365.2 

 

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 ofthe Service Period on account   of(A) the Executive's failure to substantially perform the Executive's duties   hereunder or as reasonably assigned to the Executive by the Board and   consistent with the Executive's obligations hereunder and Executive shall not   have cured such failure (as determined in the reasonable judgment of the   Board) within thirty (30) days after written notice from the Board; (B) the   Executive's material breach of this Agreement or any material written policy   of the Company and failure of the Executive to have cured such breach (as   determined in the reasonable judgment of the Board) within thirty (30) days   after written notice from the Board; (C) the Executive's willful violation of   any law, rule, or regulation (other than traffic violations or similar   offenses) or entry of a final cease­ and-desist order against the Executive;   (D) conviction of a felony or a plea of nolo contendere to a felony; or (E)   conduct by the Executive constituting a misdemeanor 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 terminated for Cause unless and until there   shall have been delivered to the Executive a copy of the resolution duly   adopted by the Board at a meeting of the Board called and held for that   purpose (after reasonable notice to the Executive) and an opportunity for the   Executive, together with counsel, to be heard before the Board), fmding 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 terminate 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 terminate 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 term "Good Reason"   shall mean, unless the Executive shall have consented in writing thereto, (i)   the Executive's demotion, loss of title in part or in whole, loss of office,   or reduction of 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   Execution Copy Page 4 of 16 I 0904-00002/2781365.2 

 

failure to pay   the Executive any amount when due and payable, pursuant to this Agreement,   except in the event of a bona fide dispute regarding reimbursement of   business expenses, provided, that the Executive shall have delivered written   notice to the Company, within thirty (30) days of the initial existence of   the circumstances giving rise to Good Reason, of the Executive's intention to   terminate the Service Period for Good Reason, which notice specifies in   reasonable detail the circumstances claimed to give rise to the Executive's   right to terminate the Service Period for Good Reason, and the Company shall   not have cured such circumstances within thirty (30) days following the   Company's receipt of such notice; provided, however, any breach by the   Company of a payment obligation hereunder must be cured within five (5) days   (rather than the foregoing 30 days) following the Company's receipt of such   notice. If, following such thirty (30)-day period (or such five (5)-day   period, as applicable), the Company has not cured such circumstances and the   Executive decides to proceed with the termination of the Service Period for   Good Reason, such a termination will be effected by providing the Company   with a Notice of Termination, which Notice of Termination shall be effective   as of the date given, without any further right to cure by the Company. (v)   Voluntary Termination by the Executive. The Executive may voluntarily   terminate the Service Period (other than for Good Reason), provided that the   Executive gives notice to the Company of the Executive's intent to terminate   the Service 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 by the Company or by the Executive (other   than a termination on account ofthe 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 which the Notice of Termination   is received by the Executive that the Board made its determination of   Disability in accordance with Section 4(b)(i)(A) or (B) hereof; (iii) if the   Company 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 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   ofTem1ination, 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 Execution Copy   Page 5 of 16 I 0904-00002/2781365.2 

 

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 ofTermination notifies the other party that a dispute   exists concerning the appropriate characterization of the subject termination   for purposes of determining the Executive's entitlement to Accrued Obligations   and Severance Payments, and any other benefits hereunder, the Date of   Termination shall be the date on which the dispute shall be finally resolved   whether by mutual agreement of the parties, by a binding arbitration award,   or by a final non­ appealable judgment or order by a court of competent   jurisdiction, provided that nothing herein modifies the mandatory arbitration   provisions set forth in Section 10 hereof. (c) Continuation of Payment. The   Company shall continue to pay the Executive's full compensation in effect   when the Notice of Termination giving rise to the dispute described in   subsection (b) above was given (including, but not limited to, the   Executive's then Base Salary) and continue the Executive as a participant in   all employee benefit plans and arrangements of the Company in which the   Executive was participating when the notice of dispute was given, until the   dispute is finally resolved in accordance with this Agreement. Amounts paid   under this Section 5(c) shall not be offset against, or reduce, any other   amounts due to the Executive pursuant to this Agreement. 6. Rights and   Obligations Upon Termination of the Service Period. (a) Termination by the   Company for Disability or without Cause, or by 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 Reason, and 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   Termination; (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 (1/12th) 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) eighteen   (18) months (the "Severance Period") regardless of the then   remaining portion of the 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 Execution Copy Page 6   of 16 10904-00002/2781365.2 

 

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 Executive's   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) Death. If the Service Period is terminated as a result of   the Executive's death, the Executive or the Executive's estate or   beneficiaries, as the case may be, shall be entitled to solely the Accrued   Obligations. (c) Termination by the Comoanv for Cause or by the Executive   Voluntarily. Ifthe 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.   (i) In the event that the employment of the Executive by the Company is   terminated by the Company without Cause or by the Executive for Good Reason   at any time within two (2) years after a Change in Control (but only if such   Change in Control also constitutes a "change in control event"   within the meaning of 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 determined using a discount   rate equal to the Applicable Federal Rate (as defined below) in effect at the   time of such determination, of all of the payments provided for in Section   6(a), within ten (10) days of such termination. As used herein the term   "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. Execution Copy   Page 7 of 16 I 0904-00002/2781365.2 

 

(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 of this Agreement; or (ii)   results in any person acquiring control of the Bank or the Company within the   meaning of the Home Owners' Loan Act of 1933, as amended, and the rules and   regulations Board of Governors of the Federal Reserve System (the   "FRB") thereunder, (provided, that in applying the definition of   change in control as set forth under such rules and regulations, the Board   shall substitute its judgment for that of the FRB); and, without limitation,   such an acquisition of control shall be deemed to have occurred at such time   as (A) any "person" (as that term is used in Sections 13(d) and   14(d) of the Exchange Act and the regulations of the Securities and Exchange   Commission (the "SEC") thereunder, including any such persons that   may be deemed to be acting in concert with respect to the Bank or the   Company, or the acquisition, ownership or voting of Bank or Company   securities) is or becomes the "beneficial owner" (as defined in   Rule 13d-3 under the Exchange Act and the regulations of the SEC thereunder,   directly or indirectly, of securities ofthe Bank or the Company representing   fifty percent (50%) or more ofthe Bank's or the Company's outstanding   securities except for any securities purchased by any 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 of the 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. 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) ofthe Federal   Deposit Insurance Act (12 U.S.C. 1818(e)(3) or (g)(l)), the Company's   obligations under this Agreement shall be suspended as of the date of service   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 ofthe Code) (i) pay the Executive   all ofthe compensation withheld while Execution Copy Page 8 of 16   10904-00002/2781365.2 

 

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) ofthe Federal   Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(l)), all obligations of   the Company under this Agreement shall terminate as of the effective date   ofthe order, but vested rights ofthe Executive shall not be affected. (c) If   the Company is in default (as=the term "default" is defined in   section 3(x)(l) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x)(l)),   all obligations under this Agreement shall terminate as of the date of default,   but vested rights of the Executive shall not be affected. 8.   Non-Solicitation. (a) During the period of the Executive's employment by the   Company, whether pursuant to this Agreement or otherwise, and for the twelve   (12) -month period following the termination of the Executive's employment   with the Company for any 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 ofthe Company, or any   of its affiliates to leave their employment with the Company or any of its   affiliates shall be in violation ofthis Section 8. A person's response 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 ofthis Section 8. (b) In the event the Executive   materially breaches any ofthe 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. Execution Copy Page   9 of 16 I 0904-0000212781365.2 

 

(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 form such   provision shall then be enforceable and shall be binding on the parties. 9.   Confidentiality; Non-Disclosure. (a) The Executive hereby agrees that, during   the Service Period and thereafter, he will hold in strict confidence any   proprietary or Confidential Information related to the Company or any of its   affiliates. For purposes of this Agreement, the term "Confidential   Information" shall mean all information of the Company or any of its   affiliates (in whatever form) that is not generally known to the public,   including without limitation any inventions, processes, methods of   distribution, customer lists or trade secrets. Nothing herein prohibits the   Executive from reporting possible violations of 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. Dispute   Resolution; Injunctive Relief. (a) Except for claims for injunctive relief   pursuant to Section 1O(b) below, the parties shall resolve their disputes by   arbitration, all as more specifically set forth in Addendum A affixed hereto   and incorporated by reference herein. This Section 1O(a) shall not preclude   parties from seeking provisional remedies in aid of arbitration from 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   of the 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, Execution Copy   Page 10 of 16 I 0904-00002/2781365.2 

 

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 of EESA (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 ofthe Code relating to "excess   parachute payments" as defined for purposes of Section 280G of the Code,   the 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 Execution Copy Page II of I6   10904-00002/2781365.2 

 

fifteen (15)   days following confirmation 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, however, in 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 employee" (as determined under Treas.   Reg. § 1.409A-1(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-1(b)(4), (ii) the "two times severance   exception" set forth in Treas. Reg. § 1.409A-1(b)(9)(iii), or (iii) the   "limited payments exception" set forth in Treas. Reg. §   1.409A-l(b)(9)(v)(D). The short-term deferral exception, the two times severance   Execution Copy Page 12 of 16 I 0904-00002/2781365.2 

 

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 her reasonable legal   fees incurred in connection with the negotiation and preparation of this   Agreement. 14. Miscellaneous. (a) Any notice or other communication required   or permitted under this Agreement shall be effective only if it is in writing   and shall be deemed to be given when delivered personally or one (1) day   after it is sent by a reputable overnight courier service (with evidence of   delivery) and, in each case, addressed as follows (or if it is sent through   any other method agreed upon by the parties): If to BFC: Broadway Financial   Corporation Attn: 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 If to the Executive: Ruth McCloud 27814 Calle Margarita Agoura, CA   91301 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   Execution Copy Page 13 of 16 10904-00002/2781365.2 

 

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 determination shall in no way affect   any other provisions of this Agreement, or the validity or enforcement of the   remainder of this Agreement, and any provisions(s) thus affected shall be   modified to the extent necessary 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 of the business and/or assets of the Company to assume   this Agreement in the same manner and to the same extent that the Company   would have been required to perform it if no such succession had taken place.   As used in this Agreement, the term "Company" shall mean the   Company and any such successor (or 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 governmental or stockholder approval,   that any of them may determine in good faith to be required to carry out the   terms of this Agreement. (g) The Company may withhold from any amounts   payable to the Executive hereunder all federal, state, city or other taxes   that the Company may reasonably 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 of BFC and the Bank.   Execution Copy Page 14 of 16 I 0904-00002/2781365.2 

 

(i) This   Agreement shall be governed by and construed in accordance with the Jaws of   the State of California, without reference to its principles of conflicts of   law. This Agreement may be executed in several counterparts, each of G) 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 I 0904-00002/2781365.2 

 

IN WITNESS   WHEREOF, the parties have executed this Employment Agreement as of the date first   written above. Broadway Financial Corporation Name: Title: Broadway Federal   Bank, f.s.b. 19 y.,.;G" J5RA 'b ffl&l,.r Name: Title: PLra,))c-Ur I   eE o Signature ofExecutive Ruth McCloud Print or type name of Executive   Execution Copy Page 16 of 16 10904-00002/2781365.2 

 

 

ADDENDUM A TO   EMPLOYMENT AGREEMENT (Executive: Ruth McCloud) 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   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 tem1s of which   contain an arbitration or other dispute resolution procedures; (3) claims   brought by the Executive or the 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. (b) The arbitration shall be   administered by JAMS, Inc. (formerly known as the Judicial Arbitration and   Mediation Services, Inc.) ("JAMS") pursuant to its Employment   Arbitration Rules & Procedures, which can be found at   http://www.jamsadr.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   10904-00002/2781365.2 

 

(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 50/50. (h) The arbitrator will have no authority   to: (i) adopt new Company 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 form 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 of limitation   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) ofthis 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   Addendum A-2 I 0904-00002/2781365.2 

 

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 of law 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 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 the 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 shall 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 she 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 oflaw. Addendum A-3 10904-00002/2781365.2 

 

EXHIBIT A   MUTUAL GENERAL RELEASE OF CLAIMS This Mutual General Release of Claims   ("Agreement") is dated and executed as , ("Execution   Date"), by and among Broadway Financial Corporation of   ("BFC"), Broadway Federal Bank, f.s.b. (the "Bank" and   together with BFC, the "Company"), and Ruth McCloud   ("Executive"). Each of the parties hereto is referred to individually   as a "Party" and collectively as the "Parties". RECITALS   A. dated as of The Company and Executive entered into that certain Employment   Agreement ("Employment Agreement"). All capitalized terms herein   have the same meaning ascribed to them in the Employment Agreement, unless   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: I. 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 Employment 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 all subsections thereof, of the   Employment Agreement shall remain in full force and effect, and nothing   herein terminates, amends or otherwise modifies any provision therein. 1   Insert as applicable: "4(b)(i)," "4(b)(iii)," or   "4(b)(iv)." Exhibit A-1 I 0904-00002/2781365.3 

 

4. Executive   Release. 4.1 If the Effective Date occurs, Executive for herself and on   behalf of his heirs, beneficiaries, successors and assigns, hereby fully   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 Family and Medical Leave Act   of 1993; Title VII ofthe Civil Rights Act of 1964, 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 termination, harassment,   discrimination, breach of contract, hreach 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   also 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 Severance 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 Long-Term 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. 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 Exhibit A-2 I 0904-00002/2781365.3 

 

have against   any of the Company Releasees and Executive hereby waives any and al! rights   Executive has or may have under Section 1542 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." Notwithstandi!Jg 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 the 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 for itself   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 employmenj 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 from 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"). 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:   Exhibit A-3 I 0904-0000212 78 I 365.3 

 

"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,   the Company expressly acknowledges that this Agreement is intended to include   in its effect, without limitation, 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 unknown 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. 6. Representations and Covenants of   Executive. Executive represents and warrants to, and covenants with, the   Company as of the 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 oftime to the Execution Date, and Executive will   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 court 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. 6.2   Non Assignment of Claims. Executive 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. 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 br 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. 6.3 Responsible tbr 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 ll(b) of the Employment Agreement. If Executive   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 Exhibit A-4 I 0904-0000212781365.3 

 

obligation,   Executive shall indemnify and hold harmless the Company for payments actually   made by it to satisfy such obligation. 6.4 Defend and Indemnify. To the   extent Executive breaches any of the representations or warranties in Section   6, Section 11 or Section 12, Executive shall defend, indemnify, and hold the   Company the other Company Releasees harmless from and against any and all   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.   6.5 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 warrants to,   and covenants with, Executive as ofthe Execution Date as follows: 7.1 No   Claims Against Executive. Company, directly or indirectly, has not filed any   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, compl ints, 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   institute 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 Releasees 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 full understanding of its terms and   conditions. As of the Execution Date, Company hpaid 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. ExhibitA-5 I   0904-0000212781365.3 

 

8.   Representations of Parties.Each Party represents and warrants to the other   Party as 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   generally, or by general equitable principles (regardless of whether such   enforceability is considered in a proceeding in equity or at Jaw); (ii) the   Party has the absolute and unrestricted right, power, authority, and capacity   to execute and deliver this Agreement and to perform his or its oh1igations   under this Agreement; (iii) neither the execution and delivery of this   Agreement nor the consummation or performance of any ofthe transactions   contemplated by this Agreement will, directly or indirectly (with or without   notice or lapse oftime) contravene, conflict with, or result in a violation   of (A) any provision of any agreement, contract, obligation, 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, injunction, 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.I If   Executive breaches any of Executive's representations or warranties in   Sections 6 (Representations and Covenants ofExecutive), or 8 (Representations   of Parties), Executive shall defend, indemnify, and hold the Company and the   other Company Releasees harmless from and against any and all 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. 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 all 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. BysigningthisAgreement, Executivefurther 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 I   0904-00002/2781365.3 

 

(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. This revocation period cannot be waived, and Executive is not   entitled to receive the Separation Payments prior to expiration of this   revocation period. 11. Governing,._L w;_ Q_ J>.r_eswnpti.on £tom Drafting;   Survival of Representatjpns.This Agreement shall be governed by and   interpreted under the laws of the State of California applicable to contracts   made and to be performed entirely within such State, without regard to its   conflicts of law provisions. This Agreement has been negotiated by all   Parties. Accordingly, any rule of applicable law, including, without   limitation, California Civil Code Section 1654, 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 representations and warranties   made by any Party herein shall 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 of JAMS, 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 shall be determined 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 prevailing party shall 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 shall 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. 15.Gender and   Section Headings. As used in this Agreement, the masculine, feminine or   neuter gender, and the singular or plural number, shall 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 0904-0000212781365.3 

 

16. Successors   and Assigns.This Agreement shall 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 shall 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, hinding all Parties, notwithstanding that all of the 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 original   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 rupong 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 I 0904-0000212781365.3 

 

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: _ Its:   -----------BROADWAY FEDERAL BANK, f.s.b. By: ----------------Its:   --------------Ruth McCloud Exhibit A-9 I 0904-00002/2781365.3 

 

AMENDMENT NO. 1   TO EMPLOYMENT AGREEMENT This Amendment No. I (this "Amendment") is   dated and effective as ofJuly I, 2019, by and among Broadway Financial Corporation   ("BFC"), Broadway Federal Bank, f.s.b. (the "Bank" and,   together with BFC, the "Company"), and Ruth McCloud (the   "Executive"). This Amendment amends the Employment Agreement dated   as ofMay 1, 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: 1. Amendment to Section 6(a). Section   6(a) (Termination by the Company for 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 (1/12th) 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   eighteen (18) months (such 18 months, the "Severance Period")   regardless of the 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")." I   0893-00002/3196187.1 

 

2. as follows:   New Section 6Ce). A new Section 6(e) hereby is added to Section 6 ofthe   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, her highest Annual Compensation was   $240,000.00, consisting of a Base Salary of$200,510.00 plus a cash bonus of   $39,490.00 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$240,000.00 would be divided by   twelve (12) resulting, in this example, in a monthly Severance Payment equal   to $20,000.00." 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 of the 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 1 s)>-yq-w J.j4'-fAJ G Name: Title:   {1i.es':b GU, I c:;.G"o Broadway Federal Bank, £s.b. Name: Title: Ruth   McCloud Print or type name of Executive I 0893-00002/3196187.I