EX-10.5 2 a2238270zex-10_5.htm EX-10.5

Exhibit 10.5

SECTION I GENERAL 1.1 Purpose. The Broadway Financial Corporation 2018 Long-Term Incentive Pla Plan") has been established by Broadway Financial Corporation (the "Company") act and retain persons eligible to participate in the Plan; (b) motivate Participants, by mean ropriate incentives, to achieve long-range goals; (c) provide incentive compensatio unities that are competitive with those of other similar companies; and (d) further identif pants' interests with those of the Company's other shareholders through compensation th d on the Company's common stock; and thereby promote the long-term interest of th any and the Subsidiaries, including the growth in value of the Company's equity an ement of long-term shareholder return. 1.2 Participation. Subject to the terms and conditions of the Plan, the Committee sha ine and designate, from time to time, from among the Eligible Individuals, those person ill be granted one or more Awards under the Plan, and thereby become "Participants" i n. 1.3 Operation, Administration, and Definitions. The operation and administration o n, including the Awards made under the Plan, shall be subject to the provisions of SECTIO ting to operation and administration). Capitalized terms in the Plan shall be defined as s n the Plan (including the definition provisions of SECTION IX). SECTION II OPTIONS AND SARS 2.1 Definitions. (a) The grant of an "Option" entitles the Participant to purchase shares of Stoc xercise Price established by the Committee. Any Option granted under this SECTION I either an incentive stock option (an "ISO") or a non-qualified option (an "NQO"), a ined in the discretion of the Committee. An "ISO" is an Option that is intended to satisf uirements applicable to an "incentive stock option" described in Section 422(b) of the Code QO" is an Option that is not intended to be an "incentive stock option" as that term i ed in Section 422(b) of the Code. Each Option granted under this Plan shall be an NQO the Option satisfies all of the requirements of an ISO and the Committee designates suc as an ISO. (b) A stock appreciation right (an "SAR") entitles the Participant to receive, i Stock (as determined in accordance with Section 5.7), value equal to (or otherwise base excess of: (i) the Fair Market Value of a specified number of shares of Stock on the dat e; over (ii) an Exercise Price established by the Committee.

ne hundred percent (100%) of the Fair Market Value of a share of Stock on the date of gra greater, the par value of a share of Stock). However, in the case of an ISO granted to pant who, at the date of the grant, owns stock representing more than ten percent (10%) ing power of all classes of stock of the Company or any Subsidiary, the Exercise Price sha ot be less than one hundred ten percent (110%) of the Fair Market Value of a share of Sto date of grant. 2.3 Option Term; Exercise. An Option and an SAR shall be exercisable in accordan ch terms and conditions and during such periods as may be established by the Committe vent, however, shall an Option or SAR expire later than ten (10) years after the date of i provided, however, that the term of an ISO shall not exceed five (5) years from the date th granted in the case of an ISO granted to a Participant who, on the date of the grant, own epresenting more than ten percent (10%) of the voting power of all classes of stock of th ny or any Subsidiary. Notwithstanding the foregoing, in the event that on the last busine the term of an Option (other than an ISO) (i) the exercise of the Option is prohibited b ble law, or (ii) shares of Stock may not be purchased or sold by certain employees rs of the Company or any Subsidiary due to the "black-out period" of a Company policy -up" agreement undertaken in connection with an issuance of securities by the Compan m of the Option shall be extended for a period of thirty (30) days following the end of th rohibition, black-out period or lockup agreement. 2.4 Payment of Option Exercise Price. The payment of the Exercise Price of an Optio under this SECTION II shall be subject to the following: (a) Subject to the following provisions of this Section 2.4, the full Exerci or shares of Stock purchased upon the exercise of any Option shall be paid at the time o ercise, except that, in the case of an exercise arrangement approved by the Committee an ed in Section 2.4(c) payment may be made as soon as practicable after the exercise. (b) Subject to applicable law, the Exercise Price shall, as determined by th ittee, (i) be payable in cash, by promissory note or by tendering, either by actual delivery o or by attestation, shares of Stock acceptable to the Committee, including shares otherwis table pursuant to the exercise of the Option, and valued at Fair Market Value as ofthe da cise, or in any combination thereof; or (ii) be Stock Settled. (c) Subject to applicable law, the Committee may permit a Participant to elec he Exercise Price upon the exercise of an Option by irrevocably authorizing a third part sufficient portion of the shares of Stock acquired upon exercise of the Option and remit t mpany a sufficient portion of the sale proceeds to pay the entire Exercise Price and any ta ding resulting from such exercise. 2.5 No Repricing. Except for adjustments pursuant to Section 5.2(f) (relating to th ent of shares) or reductions ofthe Exercise Price approved by the Company's shareholder rcise Price for any outstanding Option or SAR may not be decreased after the date of gran

2.6 Grants of Options and SARs. An Option may, but need not be, in tandem with nd an SAR may, but need not be in tandem with an Option, in either case, regardless er the original award was granted under this Plan or another plan or arrangement.If a is in tandem with an SAR, the exercise price of both the Option and SAR shall be the sam e exercise of the Option or SAR with respect to a share of Stock shall cancel th ponding tandem SAR or Option right with respect to such share. If an SAR is in tande n Option but is granted after the grant of the Option, or if an Option is in tandem with a ut is granted after the grant of the SAR, the later granted tandem Award shall have the sam se price as the earlier granted Award, and the exercise price for the later granted Award ma than the Fair Market Value of the Stock at the time of such grant. SECTION III FULL VALUE AWARDS Definition. A "Full Value Award" is a grant of one or more shares of Stock or 3.1 receive one or more shares of Stock in the future, with such grant being made subject t more of the following, as determined by the Committee: The grant shall be in consideration of a Participant's previously performe (a) s, or surrender of other compensation that may be due. The grant shall be contingent on the achievement of performance or othe (b) ves during a specified period. The grant shall be subject to a risk of forfeiture or other restrictions that wi (c) upon the achievement of one or more goals relating to completion of service by th pant, or achievement of performance or other objectives. The grant of Full Value Awards may also be made subject to such other condition ions and contingencies, as the Committee shall determine. 3.2 Restrictions on Awards. (a) The Committee may designate a Full Value Award granted to an pant as Performance-Based Compensation. Any Full Value Award so designated shall b oned on the achievement of one or more performance objectives. The performanc ves shall be based on the Performance Measures selected by the Committee. (b) If the right to become vested in a Full Value Award is conditioned on th tion of a specified period of service with the Company or the Subsidiaries, withou ement of Performance Measures or other performance objectives (whether or not related t mance Measures) being required as a condition of vesting, and without the Full Value Awar ranted in lieu of other compensation, then the required period of service for full vestin e not less than one (1) year (subject to acceleration of vesting, to the extent permitted by th

SECTION IV CASH INCENTIVE AWARDS A Cash Incentive Award is the grant of a right to receive a payment of cash (or in th tion of the Committee, Stock having value equivalent to the cash otherwise payable) that gent on achievement of performance objectives over a specified period established by th ittee. The grant of Cash Incentive Awards may also be made subject to such othe ions, restrictions and contingencies as may be determined by the Committee. Th ittee may designate a Cash Incentive Award granted to any Participant as Performance Compensation. Any Award so designated shall be conditioned on the achievement of on re Performance Measures selected by the Committee. Except as otherwise provided in th able plan or arrangement, distribution of any bonus awards by the Company or i iaries (whether granted pursuant to this Plan or otherwise) for a performance period endin alendar year, shall be made to the participant not later than March 15 of the followin ar year; provided, however, that for purposes of determining compliance with Section 409A ent will be considered to satisfy the requirement of this sentence if distribution is made n an the end of the calendar year following the end of the applicable performance period. SECTIONV OPERATION AND ADMINISTRATION 5.1 Effective Date. Subject to the approval of the shareholders of the Company at th any's 2018 annual shareholders meeting, the Plan shall be effective as of July 25,2018 (th tive Date"); provided, however, that Awards may be granted contingent on approval ofth y the shareholders of the Company at such annual meeting. In the event of Plan termination ms of the Plan shall remain in effect as long as any Awards under it are outstanding ed, however, that no Awards may be granted under the Plan after the ten-(10) yea rsary of the Effective Date. On or after the Effective Date, no awards will be granted unde or Plan. 5.2 Shares and Other Amounts Subject to Plan. The shares of Stock for whic s may be granted under the Plan shall be subject to the following: (a) The shares of Stock with respect to which Awards may be made under th all be shares currently authorized but unissued or, to the extent permitted by applicable law ly held or acquired by the Company as treasury shares, including shares purchased in th arket or in private transactions. (b) Subject to the following provisions of this Section 5.2, the maximu r of shares of Stock that may be delivered to Participants and their beneficiaries under th all be 1,293,109. However, the limit under this paragraph (b), as well as the limits unde ph (e) below, shall not apply to Awards granted pursuant to Section 5.5 in replacement o granted under plans other than this Plan.

(d) Shares of Stock with respect to an Award will be treated as delivered f es of the determination under paragraph (b) above, subject to the following: (i) To the extent any shares of Stock covered by an Award are n delivered to a Participant or beneficiary because the Award forfeited or canceled, such shares shall not be deemed to have bee delivered for purposes of the determination under paragraph (b above. (ii) Subject to the provisions of paragraph (i) above, the total number o shares covered by an Award will be treated as delivered for purpose of this paragraph (ii) to the extent payments or benefits are delivere to the Participant with respect to such shares. Accordingly (A) if a Award denominated in shares of Stock is settled in cash, the tota number of shares with respect to which such payment is made sha be considered to have been delivered; (B) if shares covered by a Award are used to satisfy the applicable tax withholding obligatio the number of shares held back by the Company to satisfy suc withholding obligation shall be considered to have been delivered (C) if the exercise price of any Option granted under the Plan i satisfied by tendering shares of Stock to the Company (by eithe actual delivery or by attestation), the number of shares tendered t satisfy such exercise price shall be considered to have bee delivered; and (D) if cash or shares of Stock are delivered i settlement of the exercise of an SAR, the total number of shares wit respect to which such SAR is exercised shall be deemed delivered. (e) Subject to Section 5.2(f), the maximum number of shares of Stock that ma vered to Participants and their beneficiaries with respect to ISOs granted under the Pla 1,293,109 shares. Notwithstanding any provision in the Plan to the contrary, the aggregat of all compensation granted to any member of the Board during any fiscal year of th ny, including any Awards (based on grant date Fair Market Value computed as of the dat t in accordance with applicable financial accounting rules) and any cash retainer or meetin or provided for service on the Board or any committee thereof, or any Award granted i any such cash retainer or meeting fee, shall not exceed One Hundred Thousand Dollar 00). (f) In the event of a corporate transaction involving the Company (including limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization ization, merger, consolidation, split-up, spin-off, sale of assets or subsidiaries, combinatio ange of shares), the Committee shall adjust Awards to preserve the benefits or potentia of the Awards. Action by the Committee may include: (i) adjustment of the number an shares which may be delivered under the Plan; (ii) adjustment of the number and kind o ubject to outstanding Awards; (iii) adjustment of the Exercise Price of outstanding Option

ng from the transaction, and (II) cancellation of the Award in return for cash payment of th t value of the Award, determined as though the Award is fully vested at the time of paymen ed that in the case of an Option or SAR, the amount of such payment may be the excess o of the Stock subject to the Option or SAR at the time of the transaction over the exercis However, in no event shall this paragraph (f) be construed to permit a modificatio ing a replacement) of an Option or SAR if such modification either: (A) would result i ated recognition of income or imposition of additional tax under Section 409A; o uld cause the Option or SAR subject to the modification (or cause a replacement Option o o be subject to Section 409A, provided that the restriction of this clause (B) shall not appl Option or SAR that, at the time it is granted or otherwise, is designated as being deferre nsation subject to Section 409A. General Restrictions. Delivery of shares of Stock or other amounts under the Pla 5.3 e subject to the following: (a) Notwithstanding any other provision of the Plan, the Company shall hav gation to deliver any shares of Stock or make any other distribution of benefits under th nless such delivery or distribution complies with all applicable laws (including, withou on, the requirements of the Securities Act of 1933), and the applicable requirements of an es exchange or similar entity. (b) To the extent that the Plan provides for issuance of stock certificates t the issuance of shares of Stock, the issuance may be effected on a non-certificated basis, t ent not prohibited by applicable law or the applicable rules of any stock exchange. Tax Withholding. All distributions under the Plan are subject to withholding of a 5.4 ble taxes, and the Committee may condition the delivery of any shares of Stock or othe s under the Plan on satisfaction of the applicable withholding obligations. Except a ise provided by the Committee, such withholding obligations may be satisfied (a) throug yment by the Participant; (b) through the surrender of shares of Stock which the Participan owns; or (c) through the surrender of shares of Stock to which the Participant is otherwis under the Plan, provided, however, that, unless otherwise determined by the Committe e Company's adoption of ASU 2016-09, Compensation-Stock Compensation (Topic 718 arch, 2016, such shares under this Section 5.4 may be used to satisfy not more than th ny's minimum statutory withholding obligation (based on minimum statutory withholdin r Federal and state tax purposes, including payroll taxes, that are applicable to such taxabl ). 5.5 Grant and Use of Awards. In the discretion of the Committee, a Participant ma ted any Award permitted under the provisions of the Plan, and more than one Award may ted to a Participant. Subject to Section 2.5 (relating to repricing), Awards may be grante natives to or replacement of awards granted or outstanding under the Plan, or any other plan gement of the Company or a Subsidiary (including a plan or arrangement of a business o ll or a portion of which is acquired by the Company or a Subsidiary). Subject to the overal

ng the plans and arrangements of the Company or a Subsidiary assumed in busine nations. Notwithstanding the provisions of Section 2.2, Options and SARs granted unde n in replacement for awards under plans and arrangements of the Company, Subsidiarie r companies that are assumed in business combinations may provide for exercise prices th s than the Fair Market Value of the Stock at the time of the replacement grants, if th ittee determines that such exercise price is appropriate to preserve the economic benefit o ard. The provisions of this Section 5.5 shall be subject to the provisions of Section 5.15. 5.6 Dividends and Dividend Equivalents. An Award (including without limitation a or SAR Award) may provide the Participant with the right to receive dividend or dividen lent payments with respect to Stock subject to the Award (both before and after the Stoc to the Award is earned, vested, or acquired), which payments may be either made currentl ited to an account for the Participant, and may be settled in cash or Stock, as determined b mmittee. Any such settlements, and any such crediting of dividends or dividend equivalent vestment in shares of Stock, may be subject to such conditions, restrictions an encies as the Committee shall establish, including the reinvestment of such credite ts in Stock equivalents. The provisions of this subsection shall be subject to the provision ion 5.15. 5.7 Settlement of Awards. The obligation to make payments and distributions wit to Awards may be satisfied through cash payments, the delivery of shares of Stock, th g of replacement Awards, or combination thereof as the Committee shall determine ction of any such obligations under an Award, which is sometimes referred to a ment" of the Award, may be subject to such conditions, restrictions and contingencies a mmittee shall determine. The Committee may permit or require the deferral of any Awar nt or distribution, subject to such rules and procedures as it may establish, which ma provisions for the payment or crediting of interest or dividend equivalents, and ma converting such credits into deferred Stock equivalents. Except for Options and SAR ted at the time of grant or otherwise as intended to be subject to Section 409A, this Sectio ll not be construed to permit the deferred settlement of Options or SARs if such settlemen result in deferral of compensation under Treas. Reg. §1.409A-1(b)(5)(i)(A)(3) (except a ed in paragraphs (i) and (ii) of that section). Each Subsidiary shall be liable for payment o ue under the Plan with respect to any Participant to the extent that such benefits ar able to the services rendered for that Subsidiary by the Participant. Any disputes relatin lity of a Subsidiary for cash payments shall be resolved by the Committee. The provision subsection shall be subject to the provisions of Section 5.15. 5.8 Transferability. Except as otherwise provided by the Committee, Awards unde n are not transferable except as designated by the Participant by will or by the laws o and distribution. 5.9 Form and Time of Elections. Unless otherwise specified herein, each electio d or permitted to be made by any Participant or other person entitled to benefits under th nd any permitted modification, or revocation thereof, shall be in writing filed with th

5.10 Agreement With Company. An Award under the Plan shall be subject to suc and conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretio be. The terms and conditions of any Award to any Participant shall be reflected in suc f written (including electronic) document as is determined by the Committee. A copy o ocument shall be provided to the Participant, and the Committee may, but need not requir e Participant sign a copy of such document. Such document is referred to in the Plan as a d Agreement" regardless of whether any Participant signature is required. 5.11 Action by Company or Subsidiary. Any action required or permitted to be take Company or any Subsidiary shall be by resolution of its board of directors, or by action o more members of the board (including a committee of the board) who are duly authorize or the board, or (except to the extent prohibited by applicable law or applicable rules of an xchange) by a duly authorized officer of such company. Gender and Number. Where the context admits, words in any gender shall includ 5.12 her gender, words in the singular shall include the plural and the plural shall include th r. Limitation of Implied Rights. 5.13 (a) Neither a Participant nor any other person shall, by reason of participatio Plan, acquire any right in or title to any assets, funds or property of the Company or an iary whatsoever, including, without limitation, any specific funds, assets, or other propert the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of y under the Plan. A Participant shall have only a contractual right to the Stock or amount payable under the Plan, unsecured by any assets of the Company or any Subsidiary, an contained in the Plan shall constitute a guarantee that the assets of the Company or an iary shall be sufficient to pay any benefits to any person. (b) The Plan does not constitute a contract of employment, and selection as pant will not give any participating employee or other individual the right to be retained i ploy of the Company or any Subsidiary or the right to continue to provide services to th ny or any Subsidiary, nor any right or claim to any benefit under the Plan, unless such righ m has specifically accrued under the terms of the Plan. Except as otherwise provided in th o Award under the Plan shall confer upon the holder thereof any rights as a shareholder o mpany prior to the date on which the individual fulfills all conditions for receipt of suc Evidence.Evidence required of anyone under the Plan may be by certificate 5.14 it, document or other information which the person acting on it considers pertinent an , and signed, made or presented by the proper party or parties. Limitations under Section 409A. The provisions of the Plan shall be subject to th 5.15 ng:

d that this paragraph (a) shall not apply to any Option or SAR (or option or stoc ation right granted under another plan) being replaced that, at the time it is granted o ise, is designated as being deferred compensation subject to Section 409A. Except with respect to an Option or SAR that, at the time it is granted o (b) ise, is designated as being deferred compensation subject to Section 409A, no Option o all condition the receipt of dividends with respect to an Option or SAR on the exercise o ward, or otherwise provide for payment of such dividends in a manner that would cause th t to be treated as an offset to or reduction of the exercise price of the Option or SA t Treas. Reg. §1.409A-1(b)(5)(i)(E). (c) The Plan shall not be construed to permit a modification of an Award, or t he payment of a dividend or dividend equivalent, if such actions would result in accelerate tion oftaxable income or imposition of additional tax under Section 409A. SECTION VI CHANGE IN CONTROL 6.1 Unless determined otherwise by the Committee, upon a Participant's terminatio oyment within the twelve (12) months following a Change in Control, all unvested Fu wards shall become fully vested and all Options and SARs shall be exercisable for a perio on the earlier of the expiration date of the Option or SAR or the first anniversary of th ant's termination of employment. Notwithstanding the foregoing provisions of thi ON VI, in the event of a Change in Control as the result of a Terminating Event, ant's Options, SARs, and Full Value Awards will become vested and exercisable pursuan Section 6.1 only if no provision has been made in writing in connection with suc ating Event for the continuance of this Plan and for the assumption of the Award ore granted hereunder, or the substitution for such Awards of new awards issued by th or corporation or, if applicable, the publicly-traded entity that is the parent entity of th or corporation, with such appropriate adjustments as may be determined or approved b mittee, in which event this Plan and the awards theretofore granted or substituted therefor ntinue in the manner and under the terms so provided. As used in this Plan, a "Change in Control" of the Company shall mean an even 6.2 ure that (a) would be required to be reported in response to Item 1 of a current report file m 8-K pursuant to Section 13 or 15(d) of the Exchange Act as in effect on the Effectiv this Plan; or (b) results in any person acquiring control of the Bank or the Company within ning of the Home Owners' Loan Act of 1933, as amended and the rules and regulation ated by the Office of the Comptroller of the Currency ("OCC") (or its predecesso , as in effect on the Effective Date of this Plan, (provided, that in applying the definitio ge in control as set forth under the rules and regulations of the OCC, the Board shal te its judgment for that of the OCC); and, without limitation, such a Change in Contro deemed to have occurred at such time as (i) any "person" (as that term is used in Section nd 14(d) of the Exchange Act and the regulations of the Securities and Exchang

ecomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act and th tions of the SEC thereunder, each as in effect on the date of the adoption of this Plan by th ), directly or indirectly, of securities of the Bank or the Company representing twenty perce or more of the Bank's or the Company's outstanding securities except for any securities o nk purchased by the Company in connection with the conversion of the Bank to the stoc nd any securities purchased by any tax qualified employee benefit plan of the Bank; ividuals who constitute the Board on the date ofthe adoption of this Plan by the Board o ors of the Company (the "Incumbent Board") cease for any reason to constitute at least ty thereof, provided that any person becoming a director subsequent to the date hereof whos n was approved by a vote of at least three-quarters of the directors then comprising th bent Board, or whose nomination for election by the Company's shareholders was approve same Nominating Committee serving under an Incumbent Board, shall be, for purposes o use (B), considered as though he were a member of the Incumbent Board; or (iii) a plan o tion reorganization, merger, consolidation, sale of all or substantially all the assets of th r the Company or similar transaction in which the Bank or Company is not the resultin (a "Terminating Event") is approved by the Board and the shareholders or otherwis ; or (iv) solicitations of shareholders of the Company, by someone other than the Incumben of the Company, seeking shareholder approval of a plan of reorganization, merger o idation of the Company or Bank or similar transaction with one or more corporations as of which the outstanding shares of the class of securities then subject to this Plan ar ged for or converted into cash or property or securities not issued by the Bank or th ny shall be distributed; or (v) a tender offer is made for 20% or more of the voting securitie Bank or the Company; or (vi) any other event, transaction or series of transactions occurs a t of which any person may be deemed to become a "controlling person" of the Bank o re control" of the Company (as such terms are defined in the regulations of the OCC se 12 C.F.R. Part 161.14 or ofthe Federal Reserve Board of Governors at 12 C.F.R. Part 22 fect on the effective date of this Plan). SECTION VII COMMITTEE Administration. 7.1 The authority to control and manage the operation an stration of the Plan shall be vested in a committee (the "Committee") in accordance wit CTION VII. The Committee shall be selected by the Board, and shall consist solely of tw more members of the Board.If the Committee does not exist, or for any other reaso ined by the Board, and to the extent not prohibited by applicable law or the applicable rule stock exchange, the Board may take any action under the Plan that would otherwise be th ibility of the Committee. With respect to Insiders, the Plan and Awards to Insiders shal inistered by a committee where each director is a "non-employee director" as that term i der Rule 16b-3 under the Exchange Act. 7.2 Powers of Committee. The Committee's administration of the Plan shall be subjec ollowing:

res covered by the Awards, to establish the terms, conditions, performance criteria tions, and other provisions of such Awards, and (subject to the restrictions imposed b ION VIII) to amend, cancel, or suspend Awards. To the extent that the Committee determines that the restrictions impose (b) Plan preclude the achievement of the material purposes of the Awards in jurisdiction e the United States, the Committee will have the authority and discretion to modify thos ions as the Committee determines to be necessary or appropriate to conform to applicabl ments or practices of jurisdictions outside ofthe United States. (c) The Committee will have the authority and discretion to interpret the Plan blish, amend, and rescind any rules and regulations relating to the Plan, to determine th and provisions of any Award Agreement made pursuant to the Plan, and to make all othe inations that may be necessary or advisable for the administration of the Plan. (d) Any interpretation of the Plan by the Committee and any decision made b r the Plan is final and binding on all persons. (e) In controlling and managing the operation and administration of the Plan mmittee shall take action in a manner that conforms to the articles and by-laws of th ny, and applicable state corporate law. The Committee shall take such actions as it determines to be necessary o (f) riate with respect to this Plan, and the Awards granted under the Plan, to avoid acceleratio me recognition or imposition of penalties under Section 409A. Notwithstanding any other provision of the Plan, no benefit shall b (g) uted under the Plan unless the Committee, in its sole discretion, determines that such perso led to benefits under the Plan. At any time the Committee may correct any error made under the Plan o (h) ard Agreement, including, without limitation, changing or revoking the grant of an Award Delegation by Committee. Except to the extent prohibited by applicable law or th 7.3 ble rules of a stock exchange, the Committee may allocate all or any portion of it sibilities and powers to any one or more of its members and may delegate all or any part o onsibilities and powers to any person or persons selected by it. Any such allocation o ion may be revoked by the Committee at any time. Information to be Furnished to Committee. The Company and Subsidiaries shal 7.4 the Committee with such data and information as it determines may be required for it t ge its duties. The records of the Company and Subsidiaries as to an employee's o pant's employment (or other provision of services), termination of employment (o on of the provision of services), leave of absence, reemployment and compensation shall b sive on all persons unless determined to be incorrect. Participants and other persons entitled

7.5 Applicable Law. The provisions of the Plan shall be construed in accordance wit ws of the State of California, without regard to the conflict of law provisions of an ction. SECTION VIII AMENDMENT AND TERMINATION The Board may, at any time, amend or terminate the Plan, and the Board or the Committe mend any Award Agreement, provided that no amendment or termination may, in th e of written consent to the change by the affected Participant (or, if the Participant is no ving, the affected beneficiary), adversely affect the rights of any Participant or beneficiar any Award granted under the Plan prior to the date such amendment is adopted by the Boar Committee, if applicable); and further provided that adjustments pursuant to Section 5.2( ot be subject to the foregoing limitations of this SECTION VIII; and further provided tha visions of Section 2.5 (relating to Option and SAR repricing) cannot be amended unless th ment is approved by the Company's shareholders. No amendment or termination shall b d or effective if it would result in accelerated recognition of income or imposition o nal tax under Section 409A or, except as otherwise provided in the amendment, would caus ts that were not otherwise subject to Section 409A to become subject to Section 409A. SECTION IX DEFINED TERMS In addition to the other definitions contained herein, the following definitions shall apply Award. The term "Award" means any award or benefit granted under th (a) ncluding, without limitation, the grant of Options, SARs, Full Value Awards, and Cas ve Awards. Award Agreement.The term "Award Agreement" means an agreemen (b) may be entered into by each Participant and the Company that sets forth the terms an ons applicable to an Award. Bank. The term "Bank" means Broadway Federal Bank, the wholly-owned (c) bsidiary of the Company. Board. The term "Board" means the Board of Directors of the Company. (d) Code.The term "Code" means the Internal Revenue Code of 1986, a (e) ed.A reference to any provision of the Code shall include reference to any successo on of the Code. EligibleIndividual. (f) For purposes of the Plan, the term"Eligibl dual" means any employee of the Company or a Subsidiary, and any consultant, non

retention or otherwise, prior to the date the employee first performs services for th any or the Subsidiaries, provided that such Awards shall not become vested prior to the da ployee or service provider first performs such services. Exchange Act. The term "Exchange Act" means the Securities Exchang (g) 1934, as amended from time to time and any successor thereto. Fair Market Value. Except as otherwise provided by the Committee, f (h) es of determining the "Fair Market Value" of a share of Stock as of any date means th e of the high and low bid prices ofthe Stock as reported by the Nasdaq Stock Market (a ed by the Wall Street Journal, if then so published) or, if the Stock is then listed on o through a stock exchange or transaction reporting system on or through which actual sa are regularly reported, the closing sale price of the Stock, on the grant date, or if the Stoc t traded on such date, on the next preceding day on which the Stock was quoted or trade case may be. (i) Insider. The term "Insider" means, to the extent the Company is subject t change Act on the date of an Award, an employee of the Company or any Subsidiary wh he relevant date, an officer, director, or ten percent (10%) beneficial owner of the Company e terms are defined under Section 16 of the Exchange Act. U) Performance-BasedCompensation. The term "Performance-Base ensation" shall have the meaning ascribed to it under Section 409A. Performance Measures. The "Performance Measures" shall be based o (k) e or more of the following Company, subsidiary, operating unit or division performanc es: net earnings; net interest income; operating or interest rate margins; earnings per share cy ratio or other cost control measures or objectives; return on equity; return on asset rice; comparisons with stock market indices; regulatory achievements; economic valu metrics; strategic business objectives, consisting of one or more objectives based on meetin ed volume or market share targets, business expansion goals, or goals relating t tions or divestitures; or any combination thereof.Each goal may be expressed on a e and/or relative basis, may be based on or otherwise employ comparisons based on interna the past performance of the Company and/or the past or current performance of othe nies, and in the case of earnings-based measures, may use or employ comparisons relatin al, shareholders' equity and/or shares outstanding or investments, or to assets or net assets Prior Plan.The term "Prior Plan" means the Amended and Restate (I) ay Financial Corporation 2008 Long-Term Incentive Plan approved by the Company' lders on May 28, 2008. (m) Stock Settled. The term "Stock Settled" means that upon the exercise of a the Company shall deliver that number of shares of Stock determined by the Committe he difference between (A) the Fair Market Value of the Stock as of the first day that th

ock was traded on the securities exchange preceding the exercise date. Stock. The term "Stock" means shares of common stock, $0.01 par val (n) Company. Subsidiaries. For purposes of the Plan, the term "Subsidiary" means an (o) ation, partnership, joint venture or other entity during any period in which at least a fift t (50%) voting or profits interest is owned, directly or indirectly, by the Company (or b tity that is a successor to the Company), and any other business venture designated by th ittee in which the Company (or any entity that is a successor to the Company) has cant interest, as determined in the discretion of the Committee. (p) Termination of Service. With respect to Awards that constitute Deferre nsation, references to the Participant's "terminationof employment" (includin ces to the Participant's employment termination, and to the Participant terminatin yment, a Participant's "separation from service", and other similar reference) an ces to a Participant's "termination as a director" (including separation from service an imilar references) shall mean, respectively, the Participant ceasing to be employed by, o g to perform director services for, the Company and the Affiliates, subject to the following The employment relationship or director relationship will b (i) deemed to have ended at the time the Participant and the applicabl company reasonably anticipate that a level of bona fide services th Participant would perform for the Company and the Affiliates afte such date would permanently decrease to no more than twent percent (20%) of the average level of bona fide services performe over the immediately preceding thirty-six (36) month period (or th full period of service to the Company and the Affiliates if th Participant has performed services for the Company and th Affiliates for less than thirty-six (36) months). In the absence of a expectation that the Participant will perform at the above-describe level, the date of termination of employment or termination as director will not be delayed solely by reason of the Participan continuing to be on the Company's and the Affiliates' payroll afte such date. (ii) The employment or directorrelationship will be treateda continuing intact while the Participant is on a bona fide leave o absence (determined in accordance with Treas. Reg. §409A-l(h)). (iii) The determination of a Participant's termination of employment o termination as a director by reason of a sale of assets, sale of stock spin-off, or other similar transaction of the Company or an Affiliat will be made in accordance with Treas. Reg. §1.409A-l(h).

(iv) If a Participant performs services both as an employee of the Company or an Affiliate, and a member of the board of directors of the Company or an Affiliate, the determination of whether termination of employment or termination of service as a director shall be made in accordance with Treas. Reg. §1.409A-1(h)(5) (relating to dual status service providers). (v) The term "Affiliates" means all persons with whom the Company is considered to be a single employer under Section 414(b) of the Code and all persons with whom the Company would be considered a single employer under Code Section 414(c). (vi) The term "Deferred Compensation" means payments or benefits that would be considered to be provided under a nonqualified deferred compensation plan as that term is defined in Treas. Reg. §1.409A-1. * * * To record adoption of the Plan by the Board on approval of the Plan by the Company's shareholders on 2018, the Company has caused its authorized officer to execute the Plan. BROADWAY FINANCIAL CORPORATION By: Printed Name: uSTitle Date Signed- March 28, 2019 -15 010-8615-9762/4 1 9zclt1 0603 19-30106-3 C3.2 P145