**Exhibit 10.11**

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 Brenda Battey (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 October 1, 2012; and WHEREAS, the Company desires to continue to   retain the Executive to serve as Senior Vice President, ChiefFinancial   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 Financial 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 "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 chief   financial 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 performance of the Executive's duties under this   Agreement to engaging in community and charitable activities. Execution Copy   Page 1 of 16 10904-0000212781363.3 

 

2.   Compensation. (a) Base Salary. During the Service Period, the Executive shall   be paid an annual base salary of $235,323.00 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 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 oftwelve   (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   ofthe 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 shalJ 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 of16 I 0904.0000212781363.3 

 

(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 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 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 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 Execution Copy Page 3 ofl6 I 0904-00002/2781363.3 

 

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 determined 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 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), 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 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 oftitle 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 Execution Copy Page4 of16 10904-00002/2781363.3 

 

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 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 ofTermination 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   ofTermination. 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 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 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 Execution Copy   Page 5 of 16 10904-00002/2781363.3 

 

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   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 ofthe 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 (1112th) ofExecutive'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) twenty-four (24) months   (the "Severance Period") regardless of the then remaining portion   ofthe 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) Execution Copy Page 6 of   16 10904-00002/2781363.3 

 

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 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   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. (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   l-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 ofthe Applicable   Federal Rate Execution Copy Page 7 of16 I 0904-00002/2781363.3 

 

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) ofthe 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 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 of the Incumbent Board; or (C) a plan of   liquidation, reorganization, merger, consolidation, sale of all or   substantially all the assets ofthe 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) 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 Execution Copy Page 8 of 16 I 0904-00002/2781363.3 

 

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 of the   effective date of the order, but vested rights of the Executive shall not be   affected. (c) If the Company is in default (as:<the term "default"   is defined in section 3(x)(1) 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   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 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 Execution Copy Page 9 of16 I 0904-00002/2781363.3 

 

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 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 lO(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 lO(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 ofthe Execution Copy Page 10 of 16 10904-00002/2781363.3 

 

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 Ill of Emergency Economic Stabilization Act of 2008, as   amended ("EESA"), and the Interim Final Ru1e (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 IOI(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 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   Execution Copy Page 11 of16 I 0904-00002/2781363.3 

 

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 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 ofthe 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 ofTermination (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 Execution Copy Page 12 of16 I 0904-00002!2781363.3 

 

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 her reasonable legal fees incurred in connection with the   negotiation and preparation of this Agreement. 14. Miscellaneous. (a) Any   notice or other communication required or permitted under this Agreement   shall be effective only if it is in writing and shall be deemed to be given   when delivered personally or one (1) day after it is sent by a reputable   overnight courier service (with evidence of delivery) and, in each case,   addressed as follows (or if it is sent through any other method agreed upon   by the parties): If to BFC: Broadway Financial Corporation Attn: Chief   Executive Officer 5055 Wilshire Boulevard, Suite 500 Los Angeles, CA 90036 If   to the Bank: Broadway Federal Bank, f.s.b. Attn: Chief Executive Officer 5055   Wilshire Boulevard, Suite 500 Los Angeles, CA 90036 If to the Executive:   Brenda Battey 5310 Maymont Drive Los Angeles, CA 90043 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. Execution Copy Page 13 of16 I   0904-00002/2781363.3 

 

(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 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 ofthe then-current Jaw. (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 ofthe 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 ofBFC and the Bank.   Execution Copy Page 14 of16 I 0904-00002/2781363.3 

 

(i) This   Agreement shall be governed by and construed in accordance with the laws of   the State of California, 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 I 0904-000021278 I 363.3 

 

IN WITNESS   WHEREOF as of the date first written above. the parties have executed this   Employment Agreement Broadway Financial Corporation Name: Title: Broadway   Federal Bank, f.s.b. tive Brenda Battey Print or type name of Executive   Execution Copy Page 16 of 16 I 0904-00002/2781363.3 

 

ADDENDUM A TO   EMPLOYMENT AGREEMENT (Executive: Brenda Battey) 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   Executive and 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 the 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. (b) The arbitration shall be administered by JAMS,   Inc. (formerly known as Judicial Arbitration and Mediation Services, Inc.)   ("JAMS") pursuant to its Employment Arbitration Rules &   Procedures, which can befound at   http://www.jamsadr.com/rules-employment-arbitration and which will be   provided to Executive upon request, and subject to JAMS Policy on Employment   Arbitration Minimum Standards of Procedural Fairness, which will also be   provided to 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 I 0904-00002/2781363.2 

 

(c) Any party   may be represented by an attorney or other representative selected by the   party. Each party shall have the right to take the deposition of one (d)   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.   The arbitrator shall have jurisdiction to hear and rule on pre-hearing (f)   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. (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 U) 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. The arbitration will be conducted in private, and will   not be open, (j) 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 10904-00002/2781363.2 

 

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 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 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 12(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 of law. Addendum A-3 I 0904-00002/2781363.2 

 

MUTUAL GENERAL   RELEASE OF CLAIMS This Mutual General Release of Claims   ("Agreement") is dated and executed as of , ("Execution   Date"), by and among Broadway Financi(!.l Corporation ("BFC"),   Broadway Federal Bank, f.s.b. (the "Bank" and together with BFC,   the "Company"), and Brenda Battey ("Executive"). Each of   the parties hereto is refereed 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: 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 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-I I 0904-0000212781363.3 

 

4. Executive   Release. 4.1 If the Effective Date occurs, Executive for himself 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 of the Civil Rights Act of 1964, the Americans with   Disabilities Act and the California Fair Employment and Housing Act, the   California tabor 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, 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   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 ofthe 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 0904-0000212781363.3 

 

have against   any of the Company Releasees and Executive hereby waives any and all 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." 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 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 Relea.,ees, 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 lfthe 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 relationshjp 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 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 0904-0000212781363.3 

 

"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 ate 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 l:ocal, state or federal   agency, union or court from the beginning of time to the Execution Date, and   Executive will not do so al any Lime 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 y 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. 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 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 0904-000021278 I 363.3 

 

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 of the 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, 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   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 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 0904-0000212781361.3 

 

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 law); (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 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 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 n'Ot 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 ofthis 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 of Executive), 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 arid 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. Bysigning this Agreement, Executivefurther acknowledges and   cqnsents 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   0904-000021278 I 363.3 

 

(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 Law; No Presumption 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   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 her in 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 0904-0000212781363.3 

 

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   niay 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 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 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 I   0904·0000212781363.3 

 

IN WITNESS WHEREOF,   the parties have entered into this Mutual General Release of Claims as   ofthe'date first above written. BROADWAY FINANCIAL CORPORATION By: _ Its:   -------------------BROADWAY FEDERAL BANK, f.s.b. By:   ---------------------Its: ----------------------Brenda Battey Exhibit A-9 I   0904-0000212781363.3 

 

AMENDMENTNO.1   TO EMPLOYMENTAGREEMENT This Amendment No. 1 (this "Amendment") is   dated and effective as of July l, 2019, by and among Broadway Financial   Corporation ("BFC"), Broadway Federal Bank, f.s.b. (the   "Bank" and, together with BFC, the "Company"), and Brenda   Battey (the "Executive"). This Amendment amends the Employment   Agreement dated as of May 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: Amendment to   Section 6(a). Section 6(a) (Termination by the Company for 1. 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 ofthe 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 twenty-four (24) months (such 24 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 of the   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 0893-00002/3196190.1 

 

2. as follows:   New Section 6(e). 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   $280,000.00, consisting of a Base Salary of $235,323.00 plus a cash bonus of   $44,677.00 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 $280,000.00 would be divided   by twelve (12) resulting, in this example, in a monthly Severance Payment   equal to $23,333.33." 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 t-0 s-::;;a:;J Name: Title: t:P je-ero   Broadway Federal Bank, fs.b. Name: ----------------------------­ Title: Print   or type name of Executive I 0893-00002/3196190.1