BROADWAY FINANCIAL CORPORATION
Exhibit 10.3
BROADWAY FINANCIAL CORPORATION
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
January 14, 0000
Xxxx XxXxxxx
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Dear Xxxx:
Broadway Financial Corporation (“Broadway”) has entered into an Agreement and Plan of Merger with CFBanc Corporation (“CFB”), dated as of August 25, 2020 (such agreement as amended or supplemented from time to time
being referred to in this letter agreement as the “Merger Agreement”), pursuant to which CFB will merge with and into Broadway and Broadway Federal Bank, f.s.b. (“Broadway Bank”) will merge with and into CFB’s wholly-owned banking subsidiary, City
First Bank of DC, National Association (“CF Bank”). After consultation with legal counsel, Broadway has determined that the transactions provided for in the Merger Agreement will constitute a Change in Control as that term is defined in your
existing Employment Agreement with Broadway and Broadway Bank, dated as of May 1, 2017 and amended by Amendment No 1 thereto, dated as of July 1, 2019 (such agreement as amended or supplemented from time to time being referred to in this letter
agreement as “your Employment Agreement”). Terms used in this letter have the meanings given to them in your Employment Agreement.
In connection with the negotiation of the terms of the Merger Agreement by the parties thereto, you, Broadway, Broadway Bank, CFB and CF Bank have agreed that (i) you will continue your service as the Chief Retail
Banking Officer of Broadway after the merger of Broadway and CFB is completed, and (ii) for purposes of your Employment Agreement, the termination of your employment for any reason following the merger, whether by the Company or you, other than if
your employment is terminated by the Company for “Cause”, will constitute a termination of the Service Period without Cause. Accordingly, upon such a termination (or, if later, your eventual “separation from service” within the meaning of Section
409A of the Code following such a termination), you will be entitled to receive the Accrued Obligations and, subject to your timely execution of, and not revoking, the Irrevocable Release, you will be entitled to receive the Severance Payments,
either as set forth in Section 6(a) of your Employment Agreement or, if your termination of employment occurs within two years following the consummation of the merger, as set forth in Section 6(d) of your Employment Agreement. The Severance Payments
will be payable in accordance with the terms of Section 6(a) or 6(d), as applicable, subject to any delay required due to your status as a “specified employee” under Section 409A.
If this letter accurately states our agreement, please sign a copy of this letter in the space indicated for your signature below, whereupon each of the corporate entities on whose behalf this letter agreement is
signed and you will be legally bound as provided herein.
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/s/ Xxxxx-Xxxx X. Xxxxxxxx
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Name:
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Xxxxx-Xxxx X. Xxxxxxxx
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Title:
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President and Chief Executive Officer
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Broadway Financial Corporation and
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Broadway Federal Bank, f.s.b.
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AGREED:
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/s/ Xxxxx Xxxxxxx
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/s/ Xxxx XxXxxxx
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Name:
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Xxxxx Xxxxxxx
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Name: Xxxx XxXxxxx
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Title:
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President and Chief Executive Officer
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CFBanc Corporation and City First
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Bank of DC, National Association
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2
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/s/ Xxxxx Xxxxxxx
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Name:
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Xxxxx Xxxxxxx
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Title:
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Chief Executive Officer
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CFB Corporation and City First
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Bank of DC, National Association
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