Written Agreement



 Exhibit 10.1 
 UNITED STATES OF AMERICA 
 BEFORE THE 

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM 
 WASHINGTON, D.C. 
  

			
	 Written Agreement by and between
  

COMMUNITY BANCSHARES
  
 Goleta, California
  
	  	
	and	  	Docket No. 12-027-WA/RB-HC
	  
 FEDERAL RESERVE BANK OF SAN

FRANCISCO
  
 San Francisco, California
	  	

 WHEREAS, Community West Bancshares, Goleta, California (“Bancshares”), a registered bank
holding company, owns and controls Community West Bank, National Association, Goleta, California (the “Bank”); 

WHEREAS, it is the common goal of Bancshares and the Federal Reserve Bank of San Francisco (the “Reserve Bank”) to maintain the
financial soundness of Bancshares so that Bancshares may serve as a source of strength to the Bank; 







 WHEREAS, Bancshares and the Reserve Bank have mutually agreed to enter into this Written
Agreement (the “Agreement”); and 
 WHEREAS, on April 20, 2012, the board of directors of Bancshares, at a duly
constituted meeting, adopted a resolution authorizing and directing Robert Bartlein to enter into this Agreement on behalf of Bancshares, and consenting to compliance with each and every provision of this Agreement by Bancshares and its
institution-affiliated parties, as defined in sections 3(u) and 8(b)(3) of the Federal Deposit Insurance Act, as amended ( the “FDI Act”) (12 U.S.C. §§1813(u) and 1818(b)(3)). 

NOW, THEREFORE, Bancshares and the Reserve Bank agree as follows: 
 Source of Strength 
 1. The board of directors of Bancshares shall take
appropriate steps to fully utilize Bancshares’ financial and managerial resources, pursuant to section 38A of the FDI Act (12 U.S.C. § 1831o-1 and section 225.4(a) of Regulation Y of the Board of Governors of the Federal Reserve System
(the “Board of Governors”) (12 C.F.R. § 225.4(a)), to serve as a source of strength to the Bank, including, but not limited to, taking steps to end sure that the Bank complies with the Consent Order entered into with the Office of the
Controller of the Currency on January 26, 2012 and may other supervisory action taken by the Bank’s federal regulator. 
 Dividends

 2. (a) Bancshares shall not declare or pay any dividends without the prior written approval of the Reserve Bank and the
Director of the Division of Banking Supervision and Regulation of the Board of Governors. 
 (b) Bancshares shall not directly
or indirectly take dividends or any other form of payment representing a reduction in capital from the Bank without the prior written approval the Reserve Bank. 

  
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 (c) All requests for prior approval shall be received by the Reserve Bank at least 30 days
prior to the proposed dividend declaration date. All requests shall contain, at a minimum, current and projected information on Bancshares’ capital, earnings, and cash flow; the Bank’s capital, asset quality, earnings, and allowance for
loan and lease losses; and identification of the sources of funds for the proposed payment. Bancshares must also demonstrate that the requested declaration or payment of dividends is consistent with the Board of Governors’ Policy Statement on
the Payment of Cash Dividends by State Member Banks and Bank Holding Companies, dated November 14, 1985 (Federal Reserve Regulatory Service, 4-877 at page 4-323). 
 Debt and Stock Redemption 
 3.(a) Bancshares shall not, directly or
indirectly, incur, increase, or guarantee any debt without the prior written approval of the Reserve Bank. All requests for prior written approval shall contain, but not be limited to, a statement regarding the purpose of the debt, the terms of the
debt, and the planned source(s) for debt repayment, and an analysis of the cash flow resources available to meet such debt repayment. 
 (b) Bancshares shall not, directly or indirectly, purchase or redeem any shares of its stock without the prior written approval of the Reserve Bank. 

Capital Plan 
 4. Within
60 days of this Agreement, Bancshares shall submit to the Reserve Bank an acceptable written plan to maintain sufficient capital at Bancshares on a consolidated basis. The plan shall, at a minimum, address, consider, and include: 

(a) The consolidated organization’s and the Bank’s current and future capital requirements, including compliance with the
Capital Adequacy Guidelines for Bank Holding Companies: Risk-Based Measure and Tier 1 Leverage Measure, Appendices A and D of Regulation Y of the Board of Governors (12 C.F.R. Part 225, App. A and D) and the applicable capital adequacy guidelines
for the Bank’s federal regulator; 

  
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 (b) the adequacy of the Bank’s capital, taking into account the volume of classified
credits, concentrations of credit, allowance for loan and lease losses, current and projected asset growth, and projected retained earnings; 
 (c) the source and timing of additional funds necessary to fulfill the consolidated organization’s and the Bank’s future capital requirements; 

(d) supervisory request for additional capital at the Bank or the requirements of any supervisory action imposed on the Bank by its
federal regulator; and 
 (e) the requirements of section 38A of the FDI Act and section 225.4(a) of Regulation Y of the Board
of Governors that Bancshares serve as a source of strength to the Bank. 
 5. Bancshares shall notify the Reserve Bank, in
writing, no more than 30 days after the end of any quarter in which Bancshares capital rations fall below the approved plan’s minimum ratios. Together with the notification, Bancshares shall submit an acceptable written plan that details the
steps that Bancshares will take to increase their capital ratios to or above the approved plan’s minimums. 
 Cash Flow Projections

 6. Within 60 days of this Agreement, Bancshares shall submit to the Reserve Bank a written statement of Bancshares’
planned sources and uses of cash for debt service, operating expenses, and other purposes (“Cash Flow Projection”) for 2012. Bancshares shall submit to the Reserve Bank a Cash Flow Projection for each calendar year subsequent to 2012 at
least one month prior to the beginning of that calendar year. 
 Compliance with Laws and Regulations 

7.(a) In appointing any new director or senior executive officer, or changing the responsibilities of any senior officer so that the
officer would assume a different senior executive 

  
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officer position, Bancshares shall comply with the notice provisions of section 32 of the FDI Act (12 U.S.C. § 1831i) and Subpart H of Regulation Y of the Board of Governors (12 C.F.R.
§§225.71 et seq.). 
 (b) Bancshares shall comply with all the restrictions on indemnification and severance
payments of section 18( k) of the FDI Act (12 U.S.C. §1828(k)) and Part 359 of the Federal Deposit Insurance Corporation’s regulations (12 C.F.R. Part 359). 
 Progress Reports 
 8. Within 30 days after the end of the each calendar
quarter following the date of this Agreement, Bancshares shall submit to the Reserve Bank written progress reports detailing the form and manner of all actions taken to secure compliance with the provisions of this Agreement and the results thereof,
and a parent company only balance sheet, income statement, and, as applicable, report of changes in stockholders’ equity. 
 Approval
and Implementation of Plan 
 9.(a) Bancshares shall submit a written capital plan that is acceptable to the Reserve Bank
within the applicable time prior set forth in paragraph 4 of this Agreement. 
 (b) Within 10 days of approval by the Reserve
Bank, Bancshares shall adopt the approval plan. Upon adoption, Bancshares shall promptly implement the approved plan, and there after fully comply with it. 
 (c) During the term of this Agreement, the approved plan shall not be amended or rescinded without the prior written approval of the Reserve Bank. 

  
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 Communications 
 10. All communications regarding this Agreement shall be send to: 
  

	 	(a)	Mr. Ken Szyndel 

 Examining
Manager 
 Federal Reserve Bank of San Francisco 
 101 Market Street 
 San Francisco, CA 94105 

 

	 	(b)	Mr. William R. Peeples 


Chairman of the Board 
 Community West Bancshares 
 445 Pine Avenue 

Goleta, CA 93117 

Miscellaneous 
 11.
Notwithstanding any provision of this Agreement, the Reserve Bank may, in its sole discretion, grant written extensions of time to Bancshares to comply with any provision of this Agreement. 

12. The provisions of this Agreement shall be binding upon Bancshares and its institution-affiliated parties, in their capacities as
such, and their successors and signs. 
 13. Each provision of this Agreement shall remain effective and enforceable until
stayed, modified, terminated, or suspended in writing by the Reserve Bank. 
 14. The provisions of this Agreement shall not
bar, estop, or otherwise prevent the Board of Governors, the Reserve Bank, or any other federal or state agency from taking any other action affecting Bancshares, the Bank, any nonbank subsidiary of Bancshares, or any of their current or former
institution-affiliated parties and their successors and assigns. 
 15. Pursuant to section 50 of the FDI Act (12 U.S.C. §
1831aa), this Agreement is enforceable by the Board of Governors under section 8 of the FDI Act (12 U.S.C. § 1818). 
 IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the 23rd day of April 2012. 

  
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	COMMUNITY WEST BANCSHARES	 		 	FEDERAL RESERVE BANK OF SAN FRANCISCO
					
	By:	 	 /s/ Robert Bartlein
	 		 	By:	 	 /s/ Joe A. Lozano

		 	    Robert Bartlein	 		 		 	    Joe A. Lozano
		 	    Vice Chairman of the Board	 		 		 	    Director


  
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