Form 8-K - Current report


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: January 28, 2025

(Date of earliest event reported)

Community West Bancshares

(Exact name of registrant as specified in its charter)

(State or other jurisdiction

of incorporation)

000-31977

(Commission File Number)

77-0539125

(IRS Employer

Identification Number)

7100 N. Financial Dr., Ste. 101, Fresno, CA

(Address of principal executive offices)

93720

(Zip Code)

559-298-1775

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, no par value

CWBC

NASDAQ

(Title of Each Class)

(Trading Symbol)

(Name of Each Exchange on which Registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers

Employment Agreements

On January 30, 2025, Central Valley Community Bancorp (the “Company”), and its wholly owned bank subsidiary, Central Valley Community Bank (the “Bank”), entered into six employment agreements with the following executive officers of the Company and the Bank, with the following titles and compensation (which may be increased from time to time). These employment agreements supersede and replace in their entirety prior employment agreements that these individuals had with the Company or the Bank, as applicable:


Name	Title	Salary	Incentive Bonus
Dawn M. Cagle	Chief Human Resources Officer	$220,000		25%
James J. Kim	Chief Executive Officer	$625,000		60%
Blaine C. Lauhon	Chief Operating Officer	$310,000		45%
Shannon R. Livingston	Chief Financial Officer	$350,000		50%
Jeffrey M. Martin	Chief Banking Officer	$310,000		40%
Timothy J. Stronks	Chief Risk Officer	$320,000		20%

All of the executive employment agreements provide for substantially similar terms. In addition to the salaries listed above, each executive officer is eligible to benefit and participate in deferred compensation plans and receive an annual incentive bonus under the Company’s Senior Management Incentive Plan, which provides for an annual incentive bonus with a target amount as a percentage of the executive officer’s base salary as set forth above. Each executive officer will be provided with a company automobile or an automobile allowance set forth in each employment agreement. Additionally, the executive officers will receive paid vacation and restricted shares of Company common stock based on each executive officer’s base salary.

Under the executive employment agreements, the executive officer’s employment may be terminated for “cause” (as defined in the employment agreements). In the event that the executive officer’s employment is terminated within 12 months following a “change in control” (as defined in the employment agreements) by the Company or the Bank or their respective successors, as applicable, without cause or is terminated by the executive officer for “good reason” (as defined in the employment agreements), the executive will be entitled to a lump sum payment equal to the average monthly total cash compensation paid to the executive during the most recent three previous years of employment (or a shorter period if less than three years) (“average monthly cash compensation”) multiplied by 18 (or, with respect to Mr. Kim, 24). Under the employment agreements, the executive may terminate the agreement for good reason. If the employer terminates the employment agreement without cause or the executive terminates the employment agreement for good reason (provided there has not been a change in control within the preceding 12 months), then the executive will be entitled to monthly payments equal to the average monthly cash compensation for 12 months (or until the executive obtains comparable employment as defined in the employment agreements, if earlier). Payment of any severance payment under any employment agreement is subject to the executive officer’s execution and delivery to the Bank or the Company of a severance and release agreement.

All executive employment agreements mandate that each executive officer protect specific confidential information (as defined in the employment agreements). Furthermore, each executive officer must refrain from competing with any member of the “employer group” (as defined in the employment agreements) during the term of his or her employment and for one year following the termination of their employment must refrain from using confidential information to solicit any employee of any member of the employer group.

The employment agreements for each executive officer are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 to this Form 8-K, respectively, and are incorporated by reference herein.

Salary Continuation Agreements and Split Dollar Life Insurance Agreement

On January 30, 2025, the Bank entered into a Salary Continuation Agreement with Ms. Livingston (the “Salary Continuation Agreement”). The Salary Continuation Agreement provides Ms. Livingston with a $125,000 annual payment (subject to a 3% increase each year) for 15 years after her separation from service from the Bank, other than due to Ms. Livingston’s death or disability, after Ms. Livingston turns 62. If Ms. Livingston’s service with the Bank ends before she turns 62 or if she experiences a disability, she would receive, in lieu of the payment described above, the amount of such benefit that would be accrued by the Bank under GAAP prior to Ms. Livingston’s separation from service. The benefit would be paid in 180 monthly installments, subject to a 3% increase each year. The Salary Continuation Agreement also provides for payment of a lump sum, equal to the present value of the benefit Ms. Livingston would have received upon a separation from service after she turns 62, in the event of a change of control of the Bank. The Salary Continuation Agreement is subject to restrictive covenants.

On January 30, 2025, the Bank also entered into a Split Dollar Life Insurance Agreement with Ms. Livingston (the “Split Dollar Agreement”). The Bank has a universal life insurance policy insuring Ms. Livingston and is the owner of the policy. Under the Split Dollar Agreement, the Bank and Ms. Livingston agree to a division of death benefits under the life insurance policy. The Split Dollar Agreement provides that Ms. Livingston’s designated beneficiary is entitled at Ms. Livingston’s death to receive life insurance proceeds:

•If Ms. Livingston dies prior to a separation from service with the Bank, in an amount equal to the lesser of (i) the present value of a 15-year stream of payments of the normal retirement benefit described in Ms. Livingston’s Salary Continuation Agreement, or (ii) the total death proceeds of the policy minus the greater of (A) the policy’s cash surrender value or (B) the aggregate premiums paid on the policy by the Bank.

•If Ms. Livingston dies after a separation from service with the Bank, in an amount equal to the lesser of (i) the amount accrued on the Bank’s books with respect to the benefits provided under Ms. Livingston’s Salary Continuation Agreement, or (ii) the total death proceeds of the policy minus the greater of (A) the policy’s cash surrender value or (B) the aggregate premiums paid on the policy by the Bank.

The Bank is entitled to any insurance policy death benefits remaining after payment to Ms. Livingston’s beneficiary.

On January 30, 2025, the Bank entered into an amendment to Mr. Kim’s existing Executive Salary Continuation Agreement dated April 1, 2020 (the “Amendment”). The Amendment modifies Mr. Kim’s existing agreement by (a) providing that an early termination benefit is payable upon Mr. Kim’s termination other than for cause at any time prior to March 1, 2038, and (b) providing that the benefit payable to Mr. Kim in that instance would be equal to the amount that would be accrued by the Bank under GAAP for the Bank’s obligation under the agreement prior to Mr. Kim’s separation from service. The benefit would be paid in 180 monthly installments, subject to a 3% increase each year.

The Salary Continuation Agreement, the Split Dollar Agreement and the Amendment are filed as Exhibits 10.7, 10.8 and 10.9 to this Form 8-K, respectively, and are incorporated by reference herein.

Resignation of Officer

On January 28, 2025, after nearly five years of service as the Bank’s Chief Credit Officer, Patrick A. Luis notified the Bank of his decision to resign from his position with the Bank, effective February 28, 2025. Mr. Luis’s resignation was not the result of a disagreement with the Company or the Bank on any matter relating to the Company’s or the Bank’s operations, policies, or practices.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


10.1			Employment Agreement between Community West Bank and Dawn M. Cagle, dated January 30, 2025.
10.2			Employment Agreement among Community West Bancshares, Community West Bank, and James J. Kim, dated January 30, 2025.
10.3			Employment Agreement between Community West Bank and Blaine C. Lauhon, dated January 30, 2025.
10.4			Employment Agreement among Community West Bancshares, Community West Bank, and Shannon R. Livingston, dated January 30, 2025.
10.5			Employment Agreement between Community West Bank and Jeffrey M. Martin, dated January 30, 2025.
10.6			Employment Agreement between Community West Bank and Timothy J. Stronks, dated January 30, 2025.
10.7			Salary Continuation Agreement by and between Community West Bank and Shannon R. Livingston, dated January 30, 2025.
10.8			Split Dollar Life Insurance Agreement by and between Community West Bank and Shannon R. Livingston, dated January 30, 2025.
10.9			First Amendment to Amended Executive Salary Continuation Agreement by and between Community West Bank and James J. Kim, dated January 30, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated:			January 31, 2025			COMMUNITY WEST BANCSHARES By: /s/ Shannon R. Livingston Shannon R. Livingston Executive Vice President and Chief Financial Officer

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into by and between Community West Bank, a California banking corporation (“Employer”), and Dawn M. Cagle, an individual (the “Executive”) as of January 30, 2025 (the “Effective Date”).

Employer desires to employ Executive, and Executive desires to be employed by Employer, as Chief Human Resources Officer on the terms, covenants and conditions hereinafter set forth:

AGREEMENT

1.Position. Executive is hereby employed as Chief Human Resources Officer of Employer. In this capacity, Executive shall have such duties and responsibilities as may be designated by the Board of Directors of Employer (“Board”), and the Chief Executive Officer of Employer.

2.Employment Term; Termination of Certain Agreements.

(a)The term of this Agreement shall commence on the Effective Date and continue through the second anniversary of the Effective Date (“Initial Term”), subject, however, to prior termination as set forth in Section 6 of this Agreement. At the end of the Initial Term, this Agreement shall renew automatically for additional consecutive one-year periods (the Initial Term plus any such additional periods sometimes referred to as the “Employment Term”) unless either party furnishes the other party with written notice of its intention not to renew (“Nonrenewal Notice”) by no later than sixty (60) days prior to the then scheduled expiration of the Employment Term. Any Nonrenewal Notice given without Cause (as hereinafter defined) by Employer to Executive shall be treated as an early termination without Cause for purposes of Section 6(d) of this Agreement.

(b)By executing this Agreement, the parties hereby terminate, effective as of the Effective Date that certain Employment Agreement dated as of April 1, 2024, by and between Employer and the Executive, and agree that such agreement shall be of no further force or effect.

(c)Unless otherwise agreed to in writing by Employer and the Executive prior to the termination of the Executive’s employment, any termination of the Executive’s employment shall constitute an automatic resignation of the Executive from all other positions held with Employer or any member of the Employer Group (as defined below).

3.Executive Duties. Upon the Effective Date, Executive is hereby vested with such authority, powers and duties as are designated by the Bylaws of Employer, as amended from time to time (“Bylaws”), by the Board, by any duly authorized Committee of the Board, or by the Chief Executive Officer of Employer. Executive shall report to the Chief Executive Officer of Employer.

4.Extent of Services. Executive shall devote substantially all of Executive’s time and effort to the business of Employer and shall not, during the Employment Term, be engaged in any other business activities, except Executive’s personal investments, activities involving professional, charitable, educational, religious and similar types of organizations, and similar activities, to the extent that such activities do not interfere with the performance of Executive’s duties under this Agreement, or conflict in any way with the business or interests of Employer,

and are in compliance with Employer’s policies and procedures in effect from time to time applicable to employees with respect to actual or potential conflicts of interest.

5.Compensation and Benefits.

(a)Salary. Executive shall receive an annual salary of two hundred and twenty thousand dollars ($220,000), which may be increased from time to time at the discretion of Employer in accordance with usual and customary practice (“Base Salary”). Executive’s Base Salary shall be paid in periodic installments in accordance with the general payroll practices of Employer, as in effect from time to time, and shall be prorated for any partial periods.

(b)Senior Management Incentive Plan. Executive shall be eligible to receive an annual incentive bonus under the Employer’s Senior Management Incentive Plan, as amended from time to time (the “Senior Management Incentive Plan”). The Senior Management Incentive Plan generally provides for an annual incentive bonus with a target amount of twenty-five percent (25%) of Base Salary for Executive’s position, based on Executive reaching certain subjective and objective goals, which bonus is payable in a lump sum not later than March 15th of the calendar year following the end of the year for which the bonus is earned. It is the intent of the parties to reduce the specific goals as established by the Board to writing by February 15th of each calendar year of the Employment Term.

(c)Automobile Allowance. Employer shall provide Executive with either (i) a company automobile (“Company Vehicle”), or (ii) an automobile allowance of $1,500 per month to cover Executive’s cost of an automobile (“Executive Vehicle”). Whether Executive will receive a Company Vehicle or an automobile allowance, as well as the amount of the automobile allowance, is subject to change within the reasonable discretion of the Chief Executive Officer. In the event that an automobile allowance is provided, the Executive Vehicle that Executive chooses to use in the performance of Executive’s duties must be maintained and in good working condition, in compliance with all laws related to motor vehicles, and otherwise appropriate for use in conducting employment-related activities. In the event that an automobile allowance is provided, and subject to reimbursement under Section 5(e) below, if applicable, Executive shall be responsible for paying all operation expenses of any nature whatsoever with regard to the Executive Vehicle. Executive shall furnish Employer adequate records and other documentary evidence required by Employer with respect to the use of any Company Vehicle or Executive Vehicle. Executive shall also procure and maintain in force an automobile insurance policy on any Executive Vehicle at Executive’s own expense, with coverage naming Employer as an additional insured with the minimum coverage of $1 million combined single limit of liability (including any umbrella insurance coverage maintained by Executive). Executive shall provide Employer with a copy of such insurance policy within five (5) days after beginning to use any Executive Vehicle for purposes related to Executive’s employment and thereafter upon Employer’s written request.

(d)Vacation Executive shall accrue twenty (20) days of vacation per year. Such vacation leave shall accrue on a pro-rata monthly basis and shall be subject to the terms and provisions of the vacation policy of Employer as amended from time to time.

(e)General Expenses. Employer shall, upon submission and approval of written statements and bills in accordance with the regular procedures of Employer relative to senior executives, pay or reimburse Executive for any and all necessary, customary and usual expenses incurred by Executive while traveling for or on behalf of Employer and for any and all other necessary, customary or usual expenses incurred by Executive for or on behalf of Employer in the normal course of business. Executive agrees that, if at any time any payment made to Executive by Employer, whether for salary or whether as auto expense or business expense

reimbursement, shall be disallowed in whole or in part as a deductible expense by the appropriate taxing authorities, Executive shall reimburse Employer to the full extent of such disallowance.

(f)Other Benefits. During the Employment Term, Executive shall be eligible to participate, subject to the terms thereof, in all retirement benefit plans, and all medical, dental and other welfare benefit plans of Employer as may be in effect from time to time with respect to senior executives employed by Employer.

6.Termination. This Agreement may be terminated during the Employment Term in accordance with this Section 6. In the event of such termination, Executive shall be released from all obligations under this Agreement, except that Executive shall remain subject to Sections 7, 8, 11(a), 11(c), 11(f), 11(m), 12 and 13, and Employer shall be released from all obligations under this Agreement, except as otherwise provided in this Section and Sections 11(f), 11(m), 12 and 13.

(a)Termination by Employer for Cause. This Agreement may be terminated for Cause by Employer upon written notice, and Executive shall not be entitled to receive compensation or other benefits for any period after termination for Cause, except as otherwise required by applicable law or the terms of the applicable benefit plan or agreement. For purposes of this Agreement, “Cause” shall mean the determination by the Chief Executive Officer, acting in good faith, that Executive has (i) willfully failed to perform or habitually neglected the duties which Executive is required to perform hereunder; or (ii) willfully failed to follow any policy of Employer which materially adversely affects the condition of Employer; or (iii) engaged in any activity in contravention of any policy of Employer, statute, regulation or governmental policy which materially adversely affects the condition of Employer, or its reputation in the community, or which evidences the lack of Executive’s fitness or ability to perform Executive’s duties; or (iv) willfully refused to follow any instruction from the Board unless Executive reasonably establishes that compliance with such instruction would cause the Employer or Executive to violate any statute, regulation or governmental policy or policy of Employer; or (v) been convicted of or pleaded guilty or nolo contendere to any felony; or (vi) committed any act which would cause termination of coverage under the Employer’s Bankers Blanket Bond as to Executive, as distinguished from termination of coverage as to the Employer as a whole.

(b)Automatic Termination Upon Closure or Take-Over. This Agreement shall terminate automatically if Employer is closed or taken over by the Federal Deposit Insurance Corporation, the California Department of Financial Protection and Innovation, or by any other supervisory authority. In the event of such termination, Executive shall not be entitled to receive compensation or other benefits for any period after termination, except as otherwise required by applicable law or the terms of the applicable benefit plan or agreement.

(c)Change In Control.

(i)In the event of a Change in Control (as hereinafter defined), this Agreement shall not be terminated, but instead, the surviving or resulting corporation, the transferee of Employer’s or its Affiliate’s assets, or Employer shall be bound by and shall have the benefit of the provisions of this Agreement. Notwithstanding the foregoing, in the event that, within twelve (12) months following a Change in Control, either (A) Executive is terminated without Cause by Employer or its successor, (B) Executive terminates this Agreement and Executive’s employment with Employer or its successor for Good Reason (as hereinafter defined), or (C) this Agreement and Executive’s employment is terminated as a result of a Nonrenewal Notice delivered to Executive by Employer or its successor, then Executive shall be entitled to severance as follows: Executive shall be paid a lump sum payment equal to the average monthly total cash compensation paid to Executive by Employer for services performed following the Effective Date during the most recent three (3) previous years (“Average Monthly

Cash Compensation Amount”) multiplied by eighteen (18). In the event Executive has been employed by Employer less than three (3) years after the Effective Date, the Average Monthly Cash Compensation Amount shall be determined by using Executive’s compensation history with Employer for services performed from the Effective Date to determine the monthly compensation formula for purposes of this paragraph. When calculating the Average Monthly Cash Compensation Amount, any annual incentive bonus payments that were issued in the form of stock pursuant to the Senior Management Incentive Plan shall be treated as if they were paid in cash; however, no other non-cash payments or benefits shall be included when calculating the Average Monthly Cash Compensation Amount. Payment under this Section 6(c)(i) shall be made to the Executive within ninety (90) days following the date the Executive’s employment terminates, or, if earlier, by March 15 of the year following the date the Executive’s employment terminates. In the event that Executive qualifies for the payment contemplated by this Section 6(c)(i), Executive shall not be entitled to the payments contemplated in Section 6(f).

(ii)For purposes of this Agreement, a “Change In Control” shall be deemed to have occurred on the date that any one person, or more than one person acting as a group, acquires, directly or indirectly, ownership of stock of Employer that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of Employer. However, if any one person or more than one person acting as a group, is considered to own, directly or indirectly, more than fifty percent (50%) of the total fair market value or total voting power of the stock of Employer, the acquisition of additional stock by the same person or persons will not be considered to cause a Change In Control. Further, an increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which Employer acquires its stock in exchange for property will not be considered to cause a Change In Control. Transfers of Employer stock on account of death, gift, transfers between family members or transfers to a qualified retirement plan maintained by Employer shall not be considered in determining whether there has been a Change In Control. For purposes of defining the term “Change In Control,” the term “Employer” shall include Employer’s parent Community West Bancshares (“Bancshares”). A “Change In Control” shall be interpreted in accordance with the definition of “Change in Ownership” under Code Section 409A, and to the extent that an event or series of events does not constitute a “Change in Ownership” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (“Code Section 409”), the event or series of events will not constitute a “Change In Control” under this Agreement.

(d)Early Termination Without Cause at Employer’s Option. Notwithstanding any other provision of this Agreement, Employer may terminate this Agreement early at any time and without Cause by giving Executive thirty (30) days’ written notice of Employer’s intent to terminate this Agreement, in which case Executive shall be entitled to the compensation and benefits described in Section 6(i) below. In addition, if the Employer terminates this Agreement without Cause and Section 6(c)(i) is not applicable, Executive shall be entitled to receive the additional severance described in Section 6(f) below.

(e)Termination by Executive for Good Reason. Executive may terminate this Agreement for Good Reason, in which case Executive shall be entitled to the compensation and benefits described in Section 6(i) below. In addition, if the Executive terminates this Agreement for Good Reason and Section 6(c)(i) is not applicable, Executive shall be entitled to receive the additional severance described in Section 6(f) below. For purposes of this Agreement, the term “Good Reason” shall mean actions taken by any member of the Employer Group resulting in one of the following events within six months prior to the termination of Executive’s employment: (i) a material diminution of Executive’s authority, duties or responsibilities as Chief Human Resources Officer, (ii) a material diminution in Executive’s Base Salary, and/or

(iii) a material change in the geographic location of the office from which Executive must perform services to a location that is at least thirty (30) miles from Fresno, California.

(f)Additional Severance If Applicable. If, during the Employment Term, the Employer terminates this Agreement without Cause or Executive terminates this Agreement for Good Reason, and provided Section 6(c)(i) is not applicable, Executive shall be entitled to receive monthly severance payments for up to 12 months. Each monthly severance payment shall be equal to the Average Monthly Cash Compensation Amount. Such monthly severance payments shall be paid in periodic installments in accordance with the general payroll practices of Employer, as in effect from time to time, commencing on the first month following Executive’s termination and continuing for 12 months, or until Executive obtains other comparable employment, whichever is shorter. The term “comparable employment” shall mean any employment in which Executive’s compensation (measured by any cash or non-cash payments or benefits) is comparable to Executive’s compensation under this Agreement. Any compensation comparison undertaken for the purposes of this Agreement shall be done without regard to any vested or unvested stock options or shares of restricted stock granted to Executive. For purposes of implementing this Section 6(f), Executive agrees to furnish Employer with written notice describing any subsequent employment Executive is offered (including Executive’s compensation for such employment) within five (5) business days after receiving such an offer.

(g)Limitation of Benefits under Certain Circumstances. Notwithstanding any other provision of this Agreement, if all or a portion of any benefit or payment under this Section 6, alone or together with any other compensation or benefit, will be a non-deductible expense to the Employer by reason of Code Section 280G, the Employer shall reduce the benefits and payments payable under this Section 6 as necessary to avoid the application of Section 280G. The Employer shall have the power to reduce benefits and payments under this Section 6 to zero, if necessary. The determination of any reduction in the payments and benefits to be made pursuant to Section 6 shall be based upon the opinion of independent counsel selected by Employer and paid by Employer. Such counsel shall be reasonably acceptable to Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the date of termination; and may use such actuaries or other consultants as such counsel deems necessary or advisable for the purpose. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 6, or a reduction in the payments and benefits specified in Section 6 below zero.

(h)Severance and Release Agreement. The severance payments contemplated under this Section 6 are sometimes referred to in this Agreement as “Severance Payments.” Notwithstanding anything in this Agreement to the contrary, Employer shall have no obligation to make any Severance Payments unless Executive signs and delivers to Employer within thirty (30) days after termination a Severance and Release Agreement, as completed by Employer at time of termination, in substantially the form attached hereto as Exhibit A, and provided that such Severance and Release Agreement becomes effective and irrevocable no later than sixty (60) days following termination (the “Release Deadline”). If the Severance and Release Agreement does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to the Severance Payments. Any deadlines or timeframes detailed in this section for the payment of severance benefits do not begin until after Executive’s Severance and Release Agreement becomes effective and irrevocable.

(i)Benefits Payable at Termination. Unless otherwise specifically stated in this Agreement or required by law, the compensation and benefits payable to Executive upon termination of this Agreement and termination of Executive’s employment with Employer shall be limited to the payment of all accrued salary, vacation, and reimbursable expenses for which

expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement.

(j)Delay in Payment for Specified Employees. Notwithstanding anything to the contrary, if Executive is a Specified Employee as of the date of termination of employment, payments under this Agreement upon termination of employment may not be made before the date that is six (6) months after termination of employment (or, if earlier than the end of the six-month period, the date of death of the Executive). Payments to which the Executive would otherwise be entitled during the first six months following termination of employment shall be accumulated and paid on the first day of the seventh month following termination of employment.

(i)Executive shall be deemed to be a “Specified Employee” if, as of the date of Executive’s termination of employment, Executive is a Key Employee of Employer, and Bancshares has stock which is publicly traded on an established securities market or otherwise.

(ii)If Executive meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5)) at any time during a twelve (12)-month period ending on December 31 (the “Specified Employee Identification Date”), then Executive shall be treated as a Key Employee for the entire twelve month period beginning on the following April 1. Such April 1 date shall be the “Specified Employee Effective Date” for purposes of Code Section 409A.

7.Work Product. Executive acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) which relate to Employer or its Affiliates (as hereafter defined) (collectively, the “Employer Group”), research and development or existing or future products or services and which are conceived, developed or made by the Executive while employed by Employer (“Work Product”) belong to the Employer Group. Executive shall promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after the Executive’s employment with Employer) to establish and confirm such ownership (including, without limitation, executing assignments, consents, power of attorney and other instruments). For purposes of the Agreement, an “Affiliate” of Employer is any person or entity that controls, is controlled by, or is under common control with Employer.

8.Disclosure of Information.

(a)Confidential Information. Employer has and will develop and own certain Confidential Information, which has a great value in its business. Employer also has and will have access to Confidential Information of its Customers. “Customers” shall mean any persons or entities for whom any member of the Employer Group performs services or from whom any member of the Employer Group obtains information. Confidential Information includes information disclosed to Executive during the course of Executive’s employment, and information developed or learned by Executive during the course of Executive’s employment. “Confidential Information” is broadly defined and includes all information which has or could have commercial value or other utility in any member of the Employer Group’s business or the businesses of Customers. Confidential Information also includes all information which could be detrimental to the interests of any member of the Employer Group or any of their respective Customers if it were disclosed. By example and without limitation, Confidential Information includes all information concerning loan information, Customer data, including but not limited to Customer and supplier identities, Customer characteristics or agreements and Customer lists,

applicant data, employment categories, job classifications, employment histories, job analyses and validations, preferences, credit history, agreements, and any personally identifiable information related to Customers, or Customer’s employees, customers or clients, including names, addresses, phone numbers, account numbers and social security numbers; any information provided to Executive by a Customer, including but not limited to electronic information, documents, software, and trade secrets; historical sales information; advertising and marketing materials and strategies; financial information related to any member of the Employer Group, Customers, any of their respective employees or any other party; labor relations strategies; research and development strategies and results, including new materials research; pending projects and proposals; production processes; scientific or technological data, formulae and prototypes; employee data, including but not limited to any personally identifiable information related to other employees and co-workers, their spouse-partners and/or family members such as names, addresses, phone numbers, account numbers, social security numbers, employment history, credit information, and the compensation of co-workers; anything contained in another employee’s personnel file; individually identifiable health information of other employees and co-workers, their spouse-partners and/or family members, Customers, or any other party, including but not limited to any information related to a physical or mental health condition, the provision of health care, the payment of health care, or any information received from a health care provider, health care plan or related entity; pricing and product information; computer data information; products; supplier information and data; testing techniques; processes; formulas; trade secrets; inventions; discoveries; improvements; specifications; data, know-how, and formats; marketing plans; pending projects and proposals; business plans; computer processes; computer programs and codes; technological data; strategies; forecasts; budgets; and projections.

(b)Protection of Confidential Information. Executive agrees that at all times during and after Executive’s employment by Employer, Executive will keep confidential and not disclose to any third party or make any use of the Confidential Information of the Employer Group and its Customers, except for the benefit of members of the Employer Group, or Customers and in the course of Executive’s employment. In the event Executive is required by law to disclose such information described in this Section 8, Executive will provide Employer and its legal counsel with immediate notice of such request so that Employer may consider seeking a protective order.

(c)No Prior Commitments. Executive has no other agreements, relationships, or commitments to any other person or entity that would conflict with Executive’s obligations to Employer under this Agreement. Executive will not disclose to any member of the Employer Group, or use or induce any member of the Employer Group to use, any proprietary information or trade secrets of others. Executive represents and warrants that Executive has returned all property and confidential information belonging to all other prior employers and other entities.

(d)Return of Documents and Data. In the event Executive’s employment with Employer is terminated (voluntarily or otherwise), Executive agrees to inform Employer of all documents and other data relating to Executive’s employment which is in Executive’s possession and control, to preserve and not delete such documents and data, and to deliver promptly all such documents and data to Employer. Notwithstanding this paragraph, Executive is entitled to retain a copy of any documents and data related to Executive’s employment that Executive is entitled to retain under the law, such as Executive’s own payroll records.

detriment of any member of the Employer Group or Customers. In addition, after termination of Executive’s employment with Employer, Executive will not, either directly or indirectly for a period of one (1) year after termination of employment, use any member of the Employer Group’s Confidential Information to (i) solicit, recruit or attempt to recruit any officer of any member of the Employer Group, (ii) advise or recommend to any other person that such other person employ or attempt to employ any other employee of any member of the Employer Group while the other employee is employed by a member of the Employer Group; or (iii) induce or attempt to induce any other employee of any member of the Employer Group to terminate their employment with any member of the Employer Group.

(f)Relief. Executive acknowledges that breach of this Section may cause Employer irreparable harm for which money is inadequate compensation. Executive therefore agrees that Employer will be entitled to injunctive relief to enforce this Section and this Agreement, in addition to damages and other available remedies, and Executive consents to such injunctive relief. In addition to any other rights and remedies Employer may have against Executive, any material violation of this Section 8 shall result in the forfeiture of any severance compensation payable by Employer to Executive under this Agreement to the fullest extent permitted by law, including, without limitation, any Severance Payments to which Executive would otherwise be entitled upon termination of employment with Employer, including, without limitation, under Section 6.

(g)Survival. The terms and provisions of this Section 8 shall survive the expiration or termination of this Agreement for all intents and purposes.

9.Non-Competition by Executive. During the Employment Term, Executive shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that competes with any member of the Employer Group or interfere with the business of any member of the Employer Group by inducing any other individual or entity to sever its relationship with a member of the Employer Group; provided, however, Executive shall not be restricted by this Section from owning securities of corporations listed on a national securities exchange or regularly traded by national securities dealers so long as such investment does not exceed one percent (1%) of the market value of the outstanding securities of such corporation.

10.Surety Bond. Executive agrees that Executive will furnish all information and take any steps necessary to enable Employer to obtain or maintain a fidelity bond conditional on the rendering of a true account by Executive of all monies, goods or other property which may come into the custody, charge or possession of Executive during the Employment Term. The surety company issuing the bond and the amount of the bond are to be paid by Employer. If Executive cannot qualify for a surety bond at any time during the Employment Term for any reason that is (a) not beyond Executive’s control or (b) due to Executive’s actions or omissions, then Employer shall have the option to terminate this Agreement immediately.

11.General. This Agreement is further governed by the following provisions:

(a)Regulatory Compliance. This Agreement is drawn to be effective in the State of California and shall be construed in accordance with California laws, except to the extent superseded by federal law. The parties specifically acknowledge that while the restrictions contained in Section 131 of the Federal Deposit Insurance Corporation Improvement Act of 1991, relating to the payment of bonuses and increases for senior executive officers of institutions which are deemed “undercapitalized,” do not currently apply to Employer, such provisions may affect the terms of this Agreement if during its term Employer should be deemed undercapitalized by any state or federal regulatory authority (including, without limitation, the

Federal Deposit Insurance Company and the Federal Reserve Board). Without limiting the generality of the foregoing, under no circumstances shall Employer be required to make any payments to Executive or take any other actions under this Agreement if such payments or actions would result in any violation of applicable law, rule, regulation or regulatory directive.

(b)Code Section 409A. Employer intends for all payments and benefits under this Agreement to comply with or be exempt from the requirements of Code Section 409A. In no event will the Company reimburse the Executive for any taxes that may be imposed on the Executive as a result of Code Section 409A. For purposes of Section 6, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Treasury Regulations Section 1.409A-1(h) after giving effect to the presumptions contained therein). Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Any amount that Executive is entitled to be reimbursed or to have paid on Executive’s behalf under this Agreement that would constitute nonqualified deferred compensation subject to Code Section 409A shall be subject to the following additional rules: (i) no reimbursement of any such expense shall affect Executive’s right to reimbursement of any such expense in any other taxable year; (ii) reimbursement of the expense shall be made, if at all, promptly, but not later than the end of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit. Employer shall have no liability to Executive or any related party with respect to any taxes, penalties, interest or other costs or expenses Executive or any related party may incur with respect to or as a result of Code Section 409A or for damages for failing to comply with Code Section 409A.

(c)Clawback. Notwithstanding any provisions of this Agreement to the contrary, if any Payment Restrictions (as hereinafter defined) require the recapture or “clawback” of any payments made to Executive under this Agreement, Executive shall repay to Employer the aggregate amount of any such payments, with such repayment to occur no later than thirty (30) days following Executive’s receipt of a written notice from Employer indicating that payments received by Executive under this Agreement are subject to recapture or clawback pursuant to the Payment Restrictions. “Payment Restrictions” means any applicable state or federal statute, law, regulation, or regulatory interpretation or other guidance, or contractual arrangement with or required by a governmental authority that would require Employer to seek or demand repayment or return of any payments made to Executive for any reason, including, without limitation, FIL-66-02010 and any related or successor regulatory guidance, any regulatory or enforcement interpretations or guidance provided by the Securities Exchange Commission or other regulatory body under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Employer or its successors later obtaining information indicating that Executive has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R. 359.4(a)(4).

(d)Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Executive by Employer and contains all of the covenants and agreements among the parties with respect to such employment. Any modification, waiver or amendment of this Agreement will be effective only if it is in writing and signed by the party to be charged.

(e)Waiver. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(f)Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

(g)Binding Effect of Agreement. This Agreement shall inure to the benefit of and be binding upon Employer, its successors and assigns, including without limitation, any person, partnership or corporation which may acquire all or substantially all of Employer’s assets and business, or with or into which Employer may be consolidated, merged or otherwise reorganized, and this provision shall apply in the event of any subsequent merger, consolidation, reorganization, or transfer. The provisions of this Agreement shall be binding upon and inure to the benefit of Executive and Executive’s heirs and personal representatives. The rights and obligations of Executive under Agreement shall not be transferable by assignment or otherwise, such rights shall not be subject to commutation, encumbrance or the claims of Executive’s creditors, and any attempt to do any of the foregoing shall be void.

(h)Indemnification. Employer shall indemnify Executive to the maximum extent permitted under the Bylaws and the California Corporations Code. The provisions of this paragraph shall inure to the benefit of Executive’s estate, executor, administrator, heirs, legatees or devisees.

(i)Severability. In the event that any term or condition contained in this Agreement shall, for any reason, be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or condition of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable term or condition had never been contained herein.

(j)Heading. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

(k)Notices. Any notices to be given hereunder by one party to the other shall be effected in writing either by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses indicated at the end of this Agreement, but each party may change its address by notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) days after mailing.

(l)Calendar Days—Close of Business. Unless the context otherwise requires, all periods ending on a given day or date or upon the lapse of a period of days shall end on the close of the business on that day or date, and references to “days” shall be understood to refer to calendar days.

(m)Attorneys’ Fees and Costs. If any action at law or in equity, or any arbitration proceeding, is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which Executive or it may be entitled.

(n)Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one instrument. This Agreement may be executed by a party’s signature transmitted by facsimile or electronic portable document format (.pdf), and copies of this Agreement so executed and delivered shall have the same force and effect as originals.

12.Mutual Agreement to Arbitration of Disputes. The parties agree that any disputes regarding Executive’s employment relationship with Employer, its termination for whatever

reason, or events occurring during the employment relationship shall be subject to binding arbitration before a neutral arbitrator, to the full extent permitted by law, and pursuant to the employment dispute resolution rules and regulations of the American Arbitration Association. These rules are available at https://www.adr.org/sites/default/files/ EmploymentRules_ Web_2.pdf. THE PARTIES ACKNOWLEDGE AND AGREE THAT BY AGREEING TO SUBMIT DISPUTES TO BINDING ARBITRATION THEY ARE WAIVING THEIR RIGHT TO A COURT TRIAL OR A JURY TRIAL.

(a)Scope of Arbitration Requirement. The arbitration requirement applies to all statutory, contractual and/or common law claims arising from Executive’s employment with Employer, including, but not limited to: (i) any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable; (ii) claims that could be asserted in court, including breach of any express or implied contract or covenant; tort claims; claims for retaliation or discrimination of any kind, or harassment (excluding pre-dispute claims for sexual harassment or sexual assault under H.R. 4445), including claims based on sex, pregnancy, race, national or ethnic origin, age, religion, creed, marital status, sexual orientation, mental or physical disability, medical condition or other characteristics protected by law. This includes claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the federal Fair Labor Standards Act, the California Fair Employment and Housing Act, the California Constitution, the California Labor Code, or any other federal or state statute covering these subjects; (iii) claims for violation of any statutory leave law, including the federal Family and Medical Leave Act (FMLA), the California Family Rights Act (CFRA), California Paid Leave or any related federal or state statute; and (iv) violation of any other federal, state, or other governmental law, whether based on statute or common law.

(b)Claims Excluded From Arbitration. This Arbitration Agreement does not cover: (i) administrative claims properly presented to an administrative agency, such as the Equal Employment Opportunity Commission (EEOC) or federal Department of Labor (Wage and Hour Division), or any equivalent state administrative agency, except that if any such claim is dismissed from the administrative agency’s jurisdiction, the parties must then submit to binding arbitration pursuant to this Agreement. The Employee may (but is not required to) choose arbitration to resolve the Employee’s dispute rather than pursuing a claim with an administrative agency; (ii) claims for Workers’ Compensation benefits; (iii) claims for unemployment insurance benefits; (iv) claims based on the National Labor Relations Act; (v) claims based upon any employee benefit and/or welfare plan of Employer that contains an appeal procedure or other procedure for the resolution of disputes under the plan; (vi) claims for pre-dispute sexual harassment or sexual assault as defined in H.R. 4445, unless the parties agree, post-dispute and in writing, to arbitrate those claims; or (vii) claims that by law may not be arbitrated.

(c)Waiver of Representative Actions. Except as otherwise required by law, the parties agree that all claims subject to binding arbitration under this Agreement shall be pursued on an individual basis, and not as a class action, representative Labor Code Private Attorneys General Act (“PAGA”) action, or any other form of representative and/or collective action. If this waiver is deemed to be invalid, the class, PAGA, collective and/or representative action may be litigated in court. If any portion of this waiver remains valid, it shall be enforced in arbitration.

(d)Procedures. Any dispute must be submitted to binding arbitration within the applicable statute of limitations prescribed by law for the claims being asserted. Employer shall pay the fees and costs of the Arbitrator, and each party shall pay for their own costs and attorneys’ fees. However, the Arbitrator may award costs and/or attorneys’ fees to the prevailing party to the extent permitted by law and shall follow any applicable statutory requirements

regarding an award of attorneys’ fees and costs. The parties will be permitted to conduct discovery as provided by California law. Questions of arbitrability will be determined by the Arbitrator. Within thirty (30) days after the conclusion of the arbitration, the Arbitrator shall issue a written opinion setting forth the factual and legal basis for the Arbitrator’s decision. The Arbitrator shall have the power and discretion to award to the prevailing party all remedies provided under the applicable law. The Arbitrator shall not have any authority to consolidate, combine or aggregate the claims of the undersigned employee with those of any other employee. The Arbitrator shall have no authority to create an arbitration proceeding on a class, PAGA, collective and/or representative basis, nor to award relief to a class or group of employees in one arbitration proceeding.

13.Executive’s Representations. Executive represents and warrants that Executive is free to enter into this Agreement and to perform each of the terms and covenants in it. Executive represents and warrants that Executive is not restricted or prohibited, contractually or otherwise, from entering into or performing this Agreement, and that Executive’s execution and performance of this Agreement is not a violation or a breach of any other agreement between Executive and any other person or entity.

[Signature page follows.]

Executed as of the date first written above.

EMPLOYER:

COMMUNITY WEST BANK

By: /s/ James J. Kim

James J. Kim, Chief Executive Officer

EXECUTIVE:

By: /s/ Dawn M. Cagle

Dawn M. Cagle, Chief Human Resources Officer

EXHIBIT A

SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement (“Agreement”) is made by and among Community West Bancshares, a California bank holding company (“Bancorp”), Community West Bank, a California banking corporation (“Bank,” and together with Bancorp sometimes referred to as “Employer”), and Dawn M. Cagle, an individual (the “Executive”).

RECITALS

A. Bank and Executive are parties to that certain Employment Agreement, dated [INSERT DATE] (“Employment Agreement”).

B. Executive’s employment with Employer has been terminated and Employer and Executive wish to enter into this Agreement pursuant to Section 6(h) of the Employment Agreement.

For and in consideration of the mutual promises and covenants in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

1.Termination of Employment. Employer and Executive agree that Executive’s employment with Employer terminated on [INSERT DATE] (“Termination Date”). Executive acknowledges that Executive has been paid all wages and other sums due to Executive within the time frames required by law.

2.Compensation.

a.Severance. Employer shall pay Executive severance pay in the amount of [INSERT AMOUNT], less statutory wage deductions, if and only if an original of this Agreement, duly executed by Executive, is delivered to Employer within thirty (30) days following the Termination Date. This amount shall be paid within thirty (30) days of timely delivery of an original of this Agreement, duly executed by Executive, to Employer.

b.Vacation Pay. Employer has paid Executive on Executive’s Termination Date all accrued but unused vacation.

3.Sufficiency of Consideration. Executive acknowledges that the severance provided under Section 2(a) is a special benefit provided to Executive in return for Executive’s execution of this Agreement. Employer and Executive specifically agree that the consideration provided to Executive pursuant to Section 2(a) is good and sufficient consideration for this Agreement.

4.No Actions by Executive. In consideration of the promises and covenants made by Employer in this Agreement Executive agrees:

a.Filing of Actions. That Executive has not filed and will refrain from filing, either on Executive’s own or from participating with any third party in filing, any action or proceeding against any Released Parties (as defined in this Section) with any administrative agency, board, or court relating to the termination of Executive’s employment, or any acts related to Executive’s employment with Employer. “Released Parties” mean Bancorp, Bank, the Board of Directors of Bancorp, the Board of Directors of Bank, any members of such Boards of Directors in any of their capacities, including individually, and Bancorp’s and Bank’s present or former Executives, officers, directors, agents or affiliates.

b.Dismissal. If any agency, board or court assumes jurisdiction of any action against the Released Parties arising out of the termination of Executive’s employment or any acts related to Executive’s employment with Employer, Executive will direct that agency, board or court to withdraw or dismiss the matter, with prejudice, and will execute any necessary paperwork to effect the withdrawal or dismissal, with prejudice.

c.Discrimination. Executive acknowledges that Title VII of the Civil Rights Act of 1964, and as amended, the Americans with Disabilities Act, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, section 510 of the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the California Family Rights Act and the California Fair Employment and Housing Act provide Executive the right to bring action against the Released Parties if Executive believes Executive has been discriminated against on the basis of race, age, ancestry, color, religion, sex, sexual orientation, medical condition, national origin, marital status, genetic information, veteran status, or physical or mental disability. Executive understands the rights afforded to Executive under these Acts and agrees Executive will not file any action against the Released Parties based upon any alleged violation of these Acts. Executive irrevocably and unconditionally waives any rights to assert a claim for relief available under these Acts, or any other state or federal laws related to employment discrimination, against the Released Parties including, but not limited to, present or future wages, mental or emotional distress, attorneys’ fees, reinstatement or injunctive relief.

5.Compromise and Settlement. Executive, in consideration of the promises and covenants made by Employer in this Agreement, hereby compromises, settles and releases the Released Parties from any and all past, present, or future claims, demands, obligations or causes of action, whether based on tort, contract, or other theories of recovery arising from the employment relationship between Employer and Executive, and the termination of the employment relationship. Such claims include those Executive may have or has against the Released Parties. This Release does not apply to claims Executive may bring seeking workers’ compensation benefits under California Labor Code section 3600, et seg., but does apply to claims under California Labor Code sections 132a and 4553.

6.No Retaliation. Executive further agrees that Executive has not been retaliated against for reporting any allegations of wrongdoing by Employer and Released Parties, including

any allegations of corporate fraud, or for claiming a work-related injury or filing any workers’ compensation claim. The parties acknowledge that this Agreement does not limit either party’s right, where applicable, to file or participate in an investigation proceeding of any federal, state or local governmental agency. To the extent permitted by law, Executive agrees that if such an administrative claim is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies.

7.Waiver. Executive acknowledges that this Agreement applies to all known or unknown, foreseen or unforeseen, injury or damage arising out of or pertaining to Executive’s employment relationship with Employer and its termination, and expressly waives any benefits Executive may have under Section 1542 of the California Civil Code, which provides as follows:

“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.”

Executive understands and acknowledges that the significance and consequence of this waiver of California Civil Code Section 1542 is that even if Executive should eventually suffer injury arising out of or pertaining to the employment relationship and its termination, Executive will not be able to make any claim against any of the Released Parties for those injuries. Furthermore, Executive acknowledges that Executive consciously intends these consequences even as to claims for injuries that may exist as of the date of the Agreement but which Executive does not know exist and which, if known, would materially affect Executive’s decision to execute this Agreement, regardless of whether Executive’s lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause.

8.Waiver of Rights Under the Age Discrimination in Employment Act. Executive understands and acknowledges that the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), provides Executive the right to bring a claim against Employer if Executive believes Executive has been discriminated against on the basis of age. Employer denies any such discrimination. Executive understands the rights afforded to Executive under the ADEA and agrees that Executive will not file any claim or action against Employer or any of the Released Parties based on any alleged violations of the ADEA. Executive hereby knowingly and voluntarily waives any right to assert a claim for relief under this Act, including but not limited to back pay, front pay, attorneys’ fees, damages, reinstatement or injunctive relief.

Executive also understands and acknowledges that the ADEA requires Employer to provide Executive with at least twenty one (21) calendar days to consider this Agreement (“Consideration Period”) prior to its execution. Executive acknowledges that Executive was provided with and has used the Consideration Period or, alternatively, that Executive elected to sign the Agreement within the Consideration Period and waives the remainder of the Consideration Period. Executive also understands that Executive is entitled to revoke this Agreement at any time during the seven (7) days following Executive’s execution of this Agreement (“Revocation Period”). Executive also understands that any revocation of this Agreement must be in writing and delivered to the attention of Employer’s Chief Executive

Officer, at Employer’s headquarters located at 7100 North Financial Drive, Suite 101, Fresno, California 93720 prior to the expiration of the revocation period. Delivery of the revocation should be via facsimile to (559) 323-3310 with a hard copy to follow via first class mail.

9.No Admission of Liability. Executive acknowledges that neither this Agreement, nor payment of any consideration pursuant to this Agreement, shall be an admission or concession of any kind with respect to alleged liability or alleged wrongdoing against Executive by Employer. Employer specifically asserts that all actions taken with regard to Executive were proper and lawful and affirmatively denies any wrongdoing of any kind.

10.Continuing Obligations. Executive agrees to keep the terms and amount of this Agreement completely confidential, except that Executive may discuss this Agreement with Executive’s spouse, attorney, accountant, or other professional person who may assist Executive in evaluating or reviewing this Agreement or the tax implications of this Agreement provided that any such other person is advised of the confidential nature of such information and agrees to maintain such information in confidence. Executive acknowledges and agrees that Executive’s obligations to Employer contained in Section 8 of the Employment Agreement continue after the Termination Date. Any violation of Section 8 of the Employment Agreement will constitute a material breach of this Agreement and Employer’s obligation to pay severance under Section 2 of this Agreement shall immediately cease following any such violation. The parties agree that any sums received by Executive pursuant to Section 2 of this Agreement prior to Executive’s breach of the Employment Agreement shall constitute sufficient consideration to support the releases given by Executive in Section 4 of this Agreement.

11.Non-Disparagement. Employer agrees that it will cause its current directors and senior executive officers, each in their capacity with Employer and during the term of their service to Employer, to not utter, publish or otherwise disseminate any oral or written statement that disparages or criticizes Executive or that damages Executive’s reputation. Executive also agrees not to utter, publish or otherwise disseminate any oral or written statement that disparages or criticizes the Released Parties, or that damages the Released Parties’ reputations.

12.Company Property. Within five (5) calendar days of Executive’s execution of this Agreement, Executive shall return to Employer all Employer property in Executive’s possession including, but not limited to, the original and all copies of any written, recorded, or computer-readable information about Employer’s practices, contracts, Executives, trade secrets, customer lists, procedures, or operations, cellular telephone, computer, keys, access materials, credit cards and company identification.

13.Representation by Attorney. Executive acknowledges that Executive has carefully read this Agreement; that Executive understands its final and binding effect; that Executive has been advised to consult with an attorney; that Executive has been given the opportunity to be represented by independent counsel in reviewing and executing this Agreement and that Executive has either chosen to be represented by counsel or has voluntarily declined such representation; and that Executive understands the provisions of this Agreement and knowingly and voluntarily agrees to be bound by them.

14.No Reliance Upon Representation. Executive hereby represents and acknowledges that in executing this Agreement, Executive does not rely and has not relied upon any representation or statement made by Employer or by any of Employer’s past or present officers, directors, Executives, agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement.

15.Dispute Resolution. Each party shall bear its own attorneys’ fees in the preparation and review of this Agreement. Should a dispute arise between the parties to enforce any provision of this Agreement, the parties agree to submit the dispute to binding arbitration pursuant to Section 12 of the Employment Agreement.

16.Entire Agreement, Modification. This Agreement contains the entire Agreement between the parties hereto and supersedes all prior oral and/or written agreements if any. The terms of this release are contractual and not a mere recital. This Agreement may be modified only by the further written agreement of the parties.

17.Severability. If any part of this Agreement is determined to be illegal, invalid or unenforceable, the remaining parts shall not be affected thereby and the illegal, unenforceable or invalid part shall be deemed not to be part of this Agreement. The parties further agree to replace any such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business, or other purposes of the void or unenforceable provision.

18.Governing Law. Any action to enforce this Agreement or any dispute concerning the terms and conditions of this Agreement and the parties’ performance of the terms and conditions of this Agreement shall be governed by the laws of the State of California.

19.Counterpart Originals. This Agreement may be signed in counterparts.

[Signature page follows.]

EMPLOYER:

COMMUNITY WEST BANCSHARES

By:

Its:

Date:

COMMUNITY WEST BANK

By:

Its:

Date:

EXECUTIVE:

By:

Dawn M. Cagle

Date:

ATTACHMENT “A”

WAIVER OF CONSIDERATION PERIOD

I, Dawn M. Cagle, hereby acknowledge the following:

1. I have entered into that certain Severance and Release Agreement (“Agreement”) effective as of [INSERT DATE].

2. I understand that I have the right under the Age Discrimination in Employment Act to consider the Agreement for a period of twenty-one (21) days prior to signing the Agreement. I acknowledge that I have had a reasonable amount of time to consider the Agreement and hereby waive the remainder of this twenty-one (21) day period to consider the Agreement.

3. I understand that I have the right under the Age Discrimination in Employment Act to revoke the Agreement within seven (7) days of my signing the Agreement.

4. I understand that I have the right to consult, and have been advised to consult, with an attorney concerning my rights enumerated herein, and I understand the consequences of waiving those rights.

AGREED AND ACCEPTED

________________________________

Date: _____________

Dawn M. Cagle

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into by and among Community West Bancshares, a California corporation (“Bancshares”), Community West Bank, a California banking corporation (the “Bank,” and together with Bancshares sometimes referred to as the “Employer”), and James J. Kim, an individual (the “Executive”) as of January 30, 2024 (the “Effective Date”).

Employer desires to employ Executive, and Executive desires to be employed by Employer, as Chief Executive Officer on the terms, covenants and conditions hereinafter set forth:

AGREEMENT

1.Position. Executive is hereby employed as Chief Executive Officer of Bancshares and of the Bank. In this capacity, Executive shall have such duties and responsibilities as may be designated by the Board of Directors of Employer and the Board of Directors of the Bank (as applicable, the “Board”).

2.Employment Term; Termination of Certain Agreements.

(b)By executing this Agreement, the parties hereby terminate, effective as of the Effective Date that certain Employment Agreement dated as of November 1, 2021, by and among Bancshares, the Bank and the Executive, and agree that such agreement shall be of no further force or effect.

3.Executive Duties. Upon the Effective Date, Executive is hereby vested with such authority, powers and duties as are designated by the Bylaws of Employer, as amended from time to time (“Bylaws”), by the Board or by any duly authorized Committee of the Board. Executive shall report to the Board.

activities, to the extent that such activities do not interfere with the performance of Executive’s duties under this Agreement, or conflict in any way with the business or interests of Employer, and are in compliance with Employer’s policies and procedures in effect from time to time applicable to employees with respect to actual or potential conflicts of interest.

5.Compensation and Benefits.

(a)Salary. Executive shall receive an annual salary of six hundred and twenty-five thousand dollars ($625,000), which may be increased from time to time at the discretion of Employer in accordance with usual and customary practice (“Base Salary”). Executive’s Base Salary shall be paid in periodic installments in accordance with the general payroll practices of Employer, as in effect from time to time, and shall be prorated for any partial periods.

(b)Senior Management Incentive Plan. Executive shall be eligible to receive an annual incentive bonus under the Employer’s Senior Management Incentive Plan, as amended from time to time (the “Senior Management Incentive Plan”). The Senior Management Incentive Plan generally provides for an annual incentive bonus with a target amount of sixty percent (60%) of Base Salary for Executive’s position, based on Executive reaching certain subjective and objective goals, which bonus is payable in a lump sum not later than March 15th of the calendar year following the end of the year for which the bonus is earned. It is the intent of the parties to reduce the specific goals as established by the Board to writing by February 15th of each calendar year of the Employment Term.

(c)Automobile Allowance. Employer shall provide Executive with either (i) a company automobile (“Company Vehicle”), or (ii) an automobile allowance of $1,500 per month to cover Executive’s cost of an automobile (“Executive Vehicle”). Whether Executive will receive a Company Vehicle or an automobile allowance, as well as the amount of the automobile allowance, is subject to change within the reasonable discretion of the Board. In the event that an automobile allowance is provided, the Executive Vehicle that Executive chooses to use in the performance of Executive’s duties must be maintained and in good working condition, in compliance with all laws related to motor vehicles, and otherwise appropriate for use in conducting employment-related activities. In the event that an automobile allowance is provided, and subject to reimbursement under Section 5(e) below, if applicable, Executive shall be responsible for paying all operation expenses of any nature whatsoever with regard to the Executive Vehicle. Executive shall furnish Employer adequate records and other documentary evidence required by Employer with respect to the use of any Company Vehicle or Executive Vehicle. Executive shall also procure and maintain in force an automobile insurance policy on any Executive Vehicle at Executive’s own expense, with coverage naming Employer as an additional insured with the minimum coverage of $1 million combined single limit of liability (including any umbrella insurance coverage maintained by Executive). Executive shall provide Employer with a copy of such insurance policy within five (5) days after beginning to use any Executive Vehicle for purposes related to Executive’s employment and thereafter upon Employer’s written request.

in the normal course of business. Executive agrees that, if at any time any payment made to Executive by Employer, whether for salary or whether as auto expense or business expense reimbursement, shall be disallowed in whole or in part as a deductible expense by the appropriate taxing authorities, Executive shall reimburse Employer to the full extent of such disallowance.

(a)Termination by Employer for Cause. This Agreement may be terminated for Cause by Employer upon written notice, and Executive shall not be entitled to receive compensation or other benefits for any period after termination for Cause, except as otherwise required by applicable law or the terms of the applicable benefit plan or agreement. For purposes of this Agreement, “Cause” shall mean the determination by the Board, acting in good faith, that Executive has (i) willfully failed to perform or habitually neglected the duties which Executive is required to perform hereunder; or (ii) willfully failed to follow any policy of Employer which materially adversely affects the condition of Employer; or (iii) engaged in any activity in contravention of any policy of Employer, statute, regulation or governmental policy which materially adversely affects the condition of Employer, or its reputation in the community, or which evidences the lack of Executive’s fitness or ability to perform Executive’s duties; or (iv) willfully refused to follow any instruction from the Board unless Executive reasonably establishes that compliance with such instruction would cause the Employer or Executive to violate any statute, regulation or governmental policy or policy of Employer; or (v) been convicted of or pleaded guilty or nolo contendere to any felony; or (vi) committed any act which would cause termination of coverage under the Employer’s Bankers Blanket Bond as to Executive, as distinguished from termination of coverage as to the Employer as a whole.

(c)Change In Control.

average monthly total cash compensation paid to Executive by Employer for services performed following the Effective Date during the most recent three (3) previous years (“Average Monthly Cash Compensation Amount”) multiplied by eighteen (18). In the event Executive has been employed by Employer less than three (3) years after the Effective Date, the Average Monthly Cash Compensation Amount shall be determined by using Executive’s compensation history with Employer for services performed from the Effective Date to determine the monthly compensation formula for purposes of this paragraph. When calculating the Average Monthly Cash Compensation Amount, any annual incentive bonus payments that were issued in the form of stock pursuant to the Senior Management Incentive Plan shall be treated as if they were paid in cash; however, no other non-cash payments or benefits shall be included when calculating the Average Monthly Cash Compensation Amount. Payment under this Section 6(c)(i) shall be made to the Executive within ninety (90) days following the date the Executive’s employment terminates, or, if earlier, by March 15 of the year following the date the Executive’s employment terminates. In the event that Executive qualifies for the payment contemplated by this Section 6(c)(i), Executive shall not be entitled to the payments contemplated in Section 6(f).

(ii)For purposes of this Agreement, a “Change In Control” shall be deemed to have occurred on the date that any one person, or more than one person acting as a group, acquires, directly or indirectly, ownership of stock of Employer that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of Employer. However, if any one person or more than one person acting as a group, is considered to own, directly or indirectly, more than fifty percent (50%) of the total fair market value or total voting power of the stock of Employer, the acquisition of additional stock by the same person or persons will not be considered to cause a Change In Control. Further, an increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which Employer acquires its stock in exchange for property will not be considered to cause a Change In Control. Transfers of Employer stock on account of death, gift, transfers between family members or transfers to a qualified retirement plan maintained by Employer shall not be considered in determining whether there has been a Change In Control. For purposes of defining the term “Change In Control,” the term “Employer” shall include Employer’s Bancshares and the Bank. A “Change In Control” shall be interpreted in accordance with the definition of “Change in Ownership” under Code Section 409A, and to the extent that an event or series of events does not constitute a “Change in Ownership” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (“Code Section 409”), the event or series of events will not constitute a “Change In Control” under this Agreement.

(e)Termination by Executive for Good Reason. Executive may terminate this Agreement for Good Reason, in which case Executive shall be entitled to the compensation and benefits described in Section 6(i) below. In addition, if the Executive terminates this Agreement for Good Reason and Section 6(c)(i) is not applicable, Executive shall be entitled to receive the additional severance described in Section 6(f) below. For purposes of this Agreement, the term “Good Reason” shall mean actions taken by any member of the Employer Group resulting in one of the following events within six months prior to the termination of Executive’s employment: (i) a material diminution of Executive’s authority, duties or responsibilities as Chief Executive Officer of Bancshares or of the Bank, (ii) a material diminution in Executive’s

Base Salary, and/or (iii) a material change in the geographic location of the office from which Executive must perform services to a location that is at least thirty (30) miles from Fresno, California.

be limited to the payment of all accrued salary, vacation, and reimbursable expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement.

8.Disclosure of Information.

Customer and supplier identities, Customer characteristics or agreements and Customer lists, applicant data, employment categories, job classifications, employment histories, job analyses and validations, preferences, credit history, agreements, and any personally identifiable information related to Customers, or Customer’s employees, customers or clients, including names, addresses, phone numbers, account numbers and social security numbers; any information provided to Executive by a Customer, including but not limited to electronic information, documents, software, and trade secrets; historical sales information; advertising and marketing materials and strategies; financial information related to any member of the Employer Group, Customers, any of their respective employees or any other party; labor relations strategies; research and development strategies and results, including new materials research; pending projects and proposals; production processes; scientific or technological data, formulae and prototypes; employee data, including but not limited to any personally identifiable information related to other employees and co-workers, their spouse-partners and/or family members such as names, addresses, phone numbers, account numbers, social security numbers, employment history, credit information, and the compensation of co-workers; anything contained in another employee’s personnel file; individually identifiable health information of other employees and co-workers, their spouse-partners and/or family members, Customers, or any other party, including but not limited to any information related to a physical or mental health condition, the provision of health care, the payment of health care, or any information received from a health care provider, health care plan or related entity; pricing and product information; computer data information; products; supplier information and data; testing techniques; processes; formulas; trade secrets; inventions; discoveries; improvements; specifications; data, know-how, and formats; marketing plans; pending projects and proposals; business plans; computer processes; computer programs and codes; technological data; strategies; forecasts; budgets; and projections.

Confidential Information for Executive’s benefit, or the benefit of any third party, or to the detriment of any member of the Employer Group or Customers. In addition, after termination of Executive’s employment with Employer, Executive will not, either directly or indirectly for a period of one (1) year after termination of employment, use any member of the Employer Group’s Confidential Information to (i) solicit, recruit or attempt to recruit any officer of any member of the Employer Group, (ii) advise or recommend to any other person that such other person employ or attempt to employ any other employee of any member of the Employer Group while the other employee is employed by a member of the Employer Group; or (iii) induce or attempt to induce any other employee of any member of the Employer Group to terminate their employment with any member of the Employer Group.

(g)Survival. The terms and provisions of this Section 8 shall survive the expiration or termination of this Agreement for all intents and purposes.

11.General. This Agreement is further governed by the following provisions:

undercapitalized by any state or federal regulatory authority (including, without limitation, the Federal Deposit Insurance Company and the Federal Reserve Board). Without limiting the generality of the foregoing, under no circumstances shall Employer be required to make any payments to Executive or take any other actions under this Agreement if such payments or actions would result in any violation of applicable law, rule, regulation or regulatory directive.

considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(f)Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

(j)Heading. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

12.Mutual Agreement to Arbitration of Disputes. The parties agree that any disputes regarding Executive’s employment relationship with Employer, its termination for whatever reason, or events occurring during the employment relationship shall be subject to binding arbitration before a neutral arbitrator, to the full extent permitted by law, and pursuant to the employment dispute resolution rules and regulations of the American Arbitration Association. These rules are available at https://www.adr.org/sites/default/files/ EmploymentRules_ Web_2.pdf. THE PARTIES ACKNOWLEDGE AND AGREE THAT BY AGREEING TO SUBMIT DISPUTES TO BINDING ARBITRATION THEY ARE WAIVING THEIR RIGHT TO A COURT TRIAL OR A JURY TRIAL.

attorneys’ fees. However, the Arbitrator may award costs and/or attorneys’ fees to the prevailing party to the extent permitted by law and shall follow any applicable statutory requirements regarding an award of attorneys’ fees and costs. The parties will be permitted to conduct discovery as provided by California law. Questions of arbitrability will be determined by the Arbitrator. Within thirty (30) days after the conclusion of the arbitration, the Arbitrator shall issue a written opinion setting forth the factual and legal basis for the Arbitrator’s decision. The Arbitrator shall have the power and discretion to award to the prevailing party all remedies provided under the applicable law. The Arbitrator shall not have any authority to consolidate, combine or aggregate the claims of the undersigned employee with those of any other employee. The Arbitrator shall have no authority to create an arbitration proceeding on a class, PAGA, collective and/or representative basis, nor to award relief to a class or group of employees in one arbitration proceeding.

[Signature page follows.]

Executed as of the date first written above.

BANCSHARES:

COMMUNITY WEST BANCSHARES

By: /s/ Daniel J. Doyle

Daniel J. Doyle, Chairman of the Board

THE BANK:

COMMUNITY WEST BANK

By: /s/ Daniel J. Doyle

Daniel J. Doyle, Chairman of the Board

EXECUTIVE:

By: /s/ James J. Kim

James J. Kim, Chief Executive Officer

EXHIBIT A

SEVERANCE AND RELEASE AGREEMENT

RECITALS

A. Employer and Executive are parties to that certain Employment Agreement, dated [INSERT DATE] (“Employment Agreement”).

B. Executive’s employment with Employer has been terminated and Employer and Executive wish to enter into this Agreement pursuant to Section 6(h) of the Employment Agreement.

AGREEMENT

2.Compensation.

b.Vacation Pay. Employer has paid Executive on Executive’s Termination Date all accrued but unused vacation.

4.No Actions by Executive. In consideration of the promises and covenants made by Employer in this Agreement Executive agrees:

6.No Retaliation. Executive further agrees that Executive has not been retaliated against for reporting any allegations of wrongdoing by Employer and Released Parties, including

headquarters located at 7100 North Financial Drive, Suite 101, Fresno, California 93720 prior to the expiration of the revocation period. Delivery of the revocation should be via facsimile to (559) 323-3310 with a hard copy to follow via first class mail.

19.Counterpart Originals. This Agreement may be signed in counterparts.

[Signature page follows.]

EMPLOYER:

COMMUNITY WEST BANCSHARES

By:

Its:

Date:

COMMUNITY WEST BANK

By:

Its:

Date:

EXECUTIVE:

By:

James J. Kim

Date:

ATTACHMENT “A”

WAIVER OF CONSIDERATION PERIOD

I, James Kim, hereby acknowledge the following:

1. I have entered into that certain Severance and Release Agreement (“Agreement”) effective as of [INSERT DATE].

3. I understand that I have the right under the Age Discrimination in Employment Act to revoke the Agreement within seven (7) days of my signing the Agreement.

4. I understand that I have the right to consult, and have been advised to consult, with an attorney concerning my rights enumerated herein, and I understand the consequences of waiving those rights.

AGREED AND ACCEPTED

________________________________

Date: _____________

James J. Kim

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into by and between Community West Bank, a California banking corporation (“Employer”), and Blaine C. Lauhon, an individual (the “Executive”) as of January 30, 2025 (the “Effective Date”).

Employer desires to employ Executive, and Executive desires to be employed by Employer, as Chief Operating Officer on the terms, covenants and conditions hereinafter set forth:

AGREEMENT

1.Position. Executive is hereby employed as Chief Operating Officer of Employer. In this capacity, Executive shall have such duties and responsibilities as may be designated by the Board of Directors of Employer (“Board”), and the Chief Executive Officer of Employer.

2.Employment Term; Termination of Certain Agreements.

and are in compliance with Employer’s policies and procedures in effect from time to time applicable to employees with respect to actual or potential conflicts of interest.

5.Compensation and Benefits.

(a)Salary. Executive shall receive an annual salary of three hundred and ten thousand dollars ($310,000), which may be increased from time to time at the discretion of Employer in accordance with usual and customary practice (“Base Salary”). Executive’s Base Salary shall be paid in periodic installments in accordance with the general payroll practices of Employer, as in effect from time to time, and shall be prorated for any partial periods.

(b)Senior Management Incentive Plan. Executive shall be eligible to receive an annual incentive bonus under the Employer’s Senior Management Incentive Plan, as amended from time to time (the “Senior Management Incentive Plan”). The Senior Management Incentive Plan generally provides for an annual incentive bonus with a target amount of forty-five percent (45%) of Base Salary for Executive’s position, based on Executive reaching certain subjective and objective goals, which bonus is payable in a lump sum not later than March 15th of the calendar year following the end of the year for which the bonus is earned. It is the intent of the parties to reduce the specific goals as established by the Board to writing by February 15th of each calendar year of the Employment Term.

reimbursement, shall be disallowed in whole or in part as a deductible expense by the appropriate taxing authorities, Executive shall reimburse Employer to the full extent of such disallowance.

(c)Change In Control.

(e)Termination by Executive for Good Reason. Executive may terminate this Agreement for Good Reason, in which case Executive shall be entitled to the compensation and benefits described in Section 6(i) below. In addition, if the Executive terminates this Agreement for Good Reason and Section 6(c)(i) is not applicable, Executive shall be entitled to receive the additional severance described in Section 6(f) below. For purposes of this Agreement, the term “Good Reason” shall mean actions taken by any member of the Employer Group resulting in one of the following events within six months prior to the termination of Executive’s employment: (i) a material diminution of Executive’s authority, duties or responsibilities as Chief Operating Officer, (ii) a material diminution in Executive’s Base Salary, and/or (iii) a

material change in the geographic location of the office from which Executive must perform services to a location that is at least thirty (30) miles from Folsom, California.

expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement.

8.Disclosure of Information.

(g)Survival. The terms and provisions of this Section 8 shall survive the expiration or termination of this Agreement for all intents and purposes.

11.General. This Agreement is further governed by the following provisions:

(f)Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

(j)Heading. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

12.Mutual Agreement to Arbitration of Disputes. The parties agree that any disputes regarding Executive’s employment relationship with Employer, its termination for whatever

[Signature page follows.]

Executed as of the date first written above.

EMPLOYER:

COMMUNITY WEST BANK

By: /s/ James J. Kim

James J. Kim, Chief Executive Officer

EXECUTIVE:

By: /s/ Blaine C. Lauhon

Blaine C. Lauhon, Chief Operating Officer

EXHIBIT A

SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement (“Agreement”) is made by and among Community West Bancshares, a California bank holding company (“Bancorp”), Community West Bank, a California banking corporation (“Bank,” and together with Bancorp sometimes referred to as “Employer”), and Blaine C. Lauhon, an individual (the “Executive”).

RECITALS

A. Bank and Executive are parties to that certain Employment Agreement, dated [INSERT DATE] (“Employment Agreement”).

B. Executive’s employment with Employer has been terminated and Employer and Executive wish to enter into this Agreement pursuant to Section 6(h) of the Employment Agreement.

AGREEMENT

2.Compensation.

b.Vacation Pay. Employer has paid Executive on Executive’s Termination Date all accrued but unused vacation.

4.No Actions by Executive. In consideration of the promises and covenants made by Employer in this Agreement Executive agrees:

6.No Retaliation. Executive further agrees that Executive has not been retaliated against for reporting any allegations of wrongdoing by Employer and Released Parties, including

19.Counterpart Originals. This Agreement may be signed in counterparts.

[Signature page follows.]

EMPLOYER:

COMMUNITY WEST BANCSHARES

By:

Its:

Date:

COMMUNITY WEST BANK

By:

Its:

Date:

EXECUTIVE:

By:

Blaine C. Lauhon

Date:

ATTACHMENT “A”

WAIVER OF CONSIDERATION PERIOD

I, Blaine C. Lauhon, hereby acknowledge the following:

1. I have entered into that certain Severance and Release Agreement (“Agreement”) effective as of [INSERT DATE].

3. I understand that I have the right under the Age Discrimination in Employment Act to revoke the Agreement within seven (7) days of my signing the Agreement.

4. I understand that I have the right to consult, and have been advised to consult, with an attorney concerning my rights enumerated herein, and I understand the consequences of waiving those rights.

AGREED AND ACCEPTED

________________________________

Date: _____________

Blaine C. Lauhon

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into by and among Community West Bancshares, a California corporation (“Bancshares”), Community West Bank, a California banking corporation (the “Bank,” and together with Bancshares sometimes referred to as the “Employer”), and Shannon R. Livingston, an individual (the “Executive”) as of January 30, 2025 (the “Effective Date”).

Employer desires to employ Executive, and Executive desires to be employed by Employer, as Chief Financial Officer on the terms, covenants and conditions hereinafter set forth:

AGREEMENT

1.Position. Executive is hereby employed as Chief Financial Officer of Bancshares and of the Bank. In this capacity, Executive shall have such duties and responsibilities as may be designated by the Board of Directors of Employer and the Board of Directors of the Bank (as applicable, the “Board”), and the Chief Executive Officer of Employer and the Chief Executive Officer of the Bank.

2.Employment Term; Termination of Certain Agreements.

(b)By executing this Agreement, the parties hereby terminate, effective as of the Effective Date that certain Employment Agreement dated as of April 1, 2024, by and among Bancshares, the Bank and the Executive, and agree that such agreement shall be of no further force or effect.

professional, charitable, educational, religious and similar types of organizations, and similar activities, to the extent that such activities do not interfere with the performance of Executive’s duties under this Agreement, or conflict in any way with the business or interests of Employer, and are in compliance with Employer’s policies and procedures in effect from time to time applicable to employees with respect to actual or potential conflicts of interest.

5.Compensation and Benefits.

(a)Salary. Executive shall receive an annual salary of three hundred and fifty thousand dollars ($350,000), which may be increased from time to time at the discretion of Employer in accordance with usual and customary practice (“Base Salary”). Executive’s Base Salary shall be paid in periodic installments in accordance with the general payroll practices of Employer, as in effect from time to time, and shall be prorated for any partial periods.

(b)Senior Management Incentive Plan. Executive shall be eligible to receive an annual incentive bonus under the Employer’s Senior Management Incentive Plan, as amended from time to time (the “Senior Management Incentive Plan”). The Senior Management Incentive Plan generally provides for an annual incentive bonus with a target amount of fifty percent (50%) of Base Salary for Executive’s position, based on Executive reaching certain subjective and objective goals, which bonus is payable in a lump sum not later than March 15th of the calendar year following the end of the year for which the bonus is earned. It is the intent of the parties to reduce the specific goals as established by the Board to writing by February 15th of each calendar year of the Employment Term.

(c)Change In Control.

(ii)For purposes of this Agreement, a “Change In Control” shall be deemed to have occurred on the date that any one person, or more than one person acting as a group, acquires, directly or indirectly, ownership of stock of Employer that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of Employer. However, if any one person or more than one person acting as a group, is considered to own, directly or indirectly, more than fifty percent (50%) of the total fair market value or total voting power of the stock of Employer, the acquisition of additional stock by the same person or persons will not be considered to cause a Change In Control. Further, an increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which Employer acquires its stock in exchange for property will not be considered to cause a Change In Control. Transfers of Employer stock on account of death, gift, transfers between family members or transfers to a qualified retirement plan maintained by Employer shall not be considered in determining whether there has been a Change In Control. For purposes of defining the term “Change In Control,” the term “Employer” shall include Bancshares and the Bank. A “Change In Control” shall be interpreted in accordance with the definition of “Change in Ownership” under Code Section 409A, and to the extent that an event or series of events does not constitute a “Change in Ownership” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (“Code Section 409”), the event or series of events will not constitute a “Change In Control” under this Agreement.

(e)Termination by Executive for Good Reason. Executive may terminate this Agreement for Good Reason, in which case Executive shall be entitled to the compensation and benefits described in Section 6(i) below. In addition, if the Executive terminates this Agreement for Good Reason and Section 6(c)(i) is not applicable, Executive shall be entitled to receive the additional severance described in Section 6(f) below. For purposes of this Agreement, the term “Good Reason” shall mean actions taken by any member of the Employer Group resulting in one of the following events within six months prior to the termination of Executive’s employment: (i) a material diminution of Executive’s authority, duties or responsibilities as Chief Financial Officer of Bancshares or of the Bank, (ii) a material diminution in Executive’s

8.Disclosure of Information.

(g)Survival. The terms and provisions of this Section 8 shall survive the expiration or termination of this Agreement for all intents and purposes.

11.General. This Agreement is further governed by the following provisions:

considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(f)Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

(j)Heading. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

[Signature page follows.]

Executed as of the date first written above.

BANCSHARES:

COMMUNITY WEST BANCSHARES

By: /s/ James J. Kim

James J. Kim, Chief Executive Officer

THE BANK:

COMMUNITY WEST BANK

By: /s/ James J. Kim

James J. Kim, Chief Executive Officer

EXECUTIVE:

By: /s/ Shannon R. Livingston

Shannon R. Livingston, Chief Financial

Officer

EXHIBIT A

SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement (“Agreement”) is made by and among Community West Bancshares, a California bank holding company (“Bancorp”), Community West Bank, a California banking corporation (“Bank,” and together with Bancorp sometimes referred to as “Employer”), and Shannon R. Livingston, an individual (the “Executive”).

RECITALS

A. Employer and Executive are parties to that certain Employment Agreement, dated [INSERT DATE] (“Employment Agreement”).

B. Executive’s employment with Employer has been terminated and Employer and Executive wish to enter into this Agreement pursuant to Section 6(h) of the Employment Agreement.

AGREEMENT

2.Compensation.

b.Vacation Pay. Employer has paid Executive on Executive’s Termination Date all accrued but unused vacation.

4.No Actions by Executive. In consideration of the promises and covenants made by Employer in this Agreement Executive agrees:

6.No Retaliation. Executive further agrees that Executive has not been retaliated against for reporting any allegations of wrongdoing by Employer and Released Parties, including

19.Counterpart Originals. This Agreement may be signed in counterparts.

[Signature page follows.]

EMPLOYER:

COMMUNITY WEST BANCSHARES

By:

Its:

Date:

COMMUNITY WEST BANK

By:

Its:

Date:

EXECUTIVE:

By:

Shannon R. Livingston

Date:

ATTACHMENT “A”

WAIVER OF CONSIDERATION PERIOD

I, Shannon R. Livingston, hereby acknowledge the following:

1. I have entered into that certain Severance and Release Agreement (“Agreement”) effective as of [INSERT DATE].

3. I understand that I have the right under the Age Discrimination in Employment Act to revoke the Agreement within seven (7) days of my signing the Agreement.

4. I understand that I have the right to consult, and have been advised to consult, with an attorney concerning my rights enumerated herein, and I understand the consequences of waiving those rights.

AGREED AND ACCEPTED

________________________________

Date: _____________

Shannon R. Livingston

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into by and between Community West Bank, a California banking corporation (“Employer”), and Jeffrey M. Martin, an individual (the “Executive”) as of January 30, 2025 (the “Effective Date”).

Employer desires to employ Executive, and Executive desires to be employed by Employer, as Chief Banking Officer on the terms, covenants and conditions hereinafter set forth:

AGREEMENT

1.Position. Executive is hereby employed as Chief Banking Officer of Employer. In this capacity, Executive shall have such duties and responsibilities as may be designated by the Board of Directors of Employer (“Board”), and the Chief Executive Officer of Employer.

2.Employment Term; Termination of Certain Agreements.

5.Compensation and Benefits.

(b)Senior Management Incentive Plan. Executive shall be eligible to receive an annual incentive bonus under the Employer’s Senior Management Incentive Plan, as amended from time to time (the “Senior Management Incentive Plan”). The Senior Management Incentive Plan generally provides for an annual incentive bonus with a target amount of forty percent (40%) of Base Salary for Executive’s position, based on Executive reaching certain subjective and objective goals, which bonus is payable in a lump sum not later than March 15th of the calendar year following the end of the year for which the bonus is earned. It is the intent of the parties to reduce the specific goals as established by the Board to writing by February 15th of each calendar year of the Employment Term.

(c)Change In Control.

with Employer for services performed from the Effective Date to determine the monthly compensation formula for purposes of this paragraph. When calculating the Average Monthly Cash Compensation Amount, any annual incentive bonus payments that were issued in the form of stock pursuant to the Senior Management Incentive Plan shall be treated as if they were paid in cash; however, no other non-cash payments or benefits shall be included when calculating the Average Monthly Cash Compensation Amount. Payment under this Section 6(c)(i) shall be made to the Executive within ninety (90) days following the date the Executive’s employment terminates, or, if earlier, by March 15 of the year following the date the Executive’s employment terminates. In the event that Executive qualifies for the payment contemplated by this Section 6(c)(i), Executive shall not be entitled to the payments contemplated in Section 6(f).

(e)Termination by Executive for Good Reason. Executive may terminate this Agreement for Good Reason, in which case Executive shall be entitled to the compensation and benefits described in Section 6(i) below. In addition, if the Executive terminates this Agreement for Good Reason and Section 6(c)(i) is not applicable, Executive shall be entitled to receive the additional severance described in Section 6(f) below. For purposes of this Agreement, the term “Good Reason” shall mean actions taken by any member of the Employer Group resulting in one of the following events within six months prior to the termination of Executive’s employment: (i) a material diminution of Executive’s authority, duties or responsibilities as Chief Banking Officer, (ii) a material diminution in Executive’s Base Salary, and/or (iii) a material change in the geographic location of the office from which Executive must perform services to a location that is at least thirty (30) miles from Roseville, California.

8.Disclosure of Information.

names, addresses, phone numbers, account numbers and social security numbers; any information provided to Executive by a Customer, including but not limited to electronic information, documents, software, and trade secrets; historical sales information; advertising and marketing materials and strategies; financial information related to any member of the Employer Group, Customers, any of their respective employees or any other party; labor relations strategies; research and development strategies and results, including new materials research; pending projects and proposals; production processes; scientific or technological data, formulae and prototypes; employee data, including but not limited to any personally identifiable information related to other employees and co-workers, their spouse-partners and/or family members such as names, addresses, phone numbers, account numbers, social security numbers, employment history, credit information, and the compensation of co-workers; anything contained in another employee’s personnel file; individually identifiable health information of other employees and co-workers, their spouse-partners and/or family members, Customers, or any other party, including but not limited to any information related to a physical or mental health condition, the provision of health care, the payment of health care, or any information received from a health care provider, health care plan or related entity; pricing and product information; computer data information; products; supplier information and data; testing techniques; processes; formulas; trade secrets; inventions; discoveries; improvements; specifications; data, know-how, and formats; marketing plans; pending projects and proposals; business plans; computer processes; computer programs and codes; technological data; strategies; forecasts; budgets; and projections.

(e)Obligations Following Termination. In the event Executive’s employment with Employer is terminated (voluntarily or otherwise), Executive agrees that Executive will protect the Confidential Information of members of the Employer Group and Customers, and will prevent their misappropriation or disclosure. Executive will not disclose or use any Confidential Information for Executive’s benefit, or the benefit of any third party, or to the detriment of any member of the Employer Group or Customers. In addition, after termination of Executive’s employment with Employer, Executive will not, either directly or indirectly for a period of one (1) year after termination of employment, use any member of the Employer

Group’s Confidential Information to (i) solicit, recruit or attempt to recruit any officer of any member of the Employer Group, (ii) advise or recommend to any other person that such other person employ or attempt to employ any other employee of any member of the Employer Group while the other employee is employed by a member of the Employer Group; or (iii) induce or attempt to induce any other employee of any member of the Employer Group to terminate their employment with any member of the Employer Group.

(g)Survival. The terms and provisions of this Section 8 shall survive the expiration or termination of this Agreement for all intents and purposes.

11.General. This Agreement is further governed by the following provisions:

payments to Executive or take any other actions under this Agreement if such payments or actions would result in any violation of applicable law, rule, regulation or regulatory directive.

(f)Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

(j)Heading. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

12.Mutual Agreement to Arbitration of Disputes. The parties agree that any disputes regarding Executive’s employment relationship with Employer, its termination for whatever

[Signature page follows.]

Executed as of the date first written above.

EMPLOYER:

COMMUNITY WEST BANK

By: /s/ James J. Kim

James J. Kim, Chief Executive Officer

EXECUTIVE:

By: /s/ Jeffrey M. Martin

Jeffrey M. Martin, Chief Banking Officer

EXHIBIT A

SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement (“Agreement”) is made by and among Community West Bancshares, a California bank holding company (“Bancorp”), Community West Bank, a California banking corporation (“Bank,” and together with Bancorp sometimes referred to as “Employer”), and Jeffrey M. Martin, an individual (the “Executive”).

RECITALS

A. Bank and Executive are parties to that certain Employment Agreement, dated [INSERT DATE] (“Employment Agreement”).

B. Executive’s employment with Employer has been terminated and Employer and Executive wish to enter into this Agreement pursuant to Section 6(h) of the Employment Agreement.

AGREEMENT

2.Compensation.

b.Vacation Pay. Employer has paid Executive on Executive’s Termination Date all accrued but unused vacation.

4.No Actions by Executive. In consideration of the promises and covenants made by Employer in this Agreement Executive agrees:

6.No Retaliation. Executive further agrees that Executive has not been retaliated against for reporting any allegations of wrongdoing by Employer and Released Parties, including

19.Counterpart Originals. This Agreement may be signed in counterparts.

[Signature page follows.]

EMPLOYER:

COMMUNITY WEST BANCSHARES

By:

Its:

Date:

COMMUNITY WEST BANK

By:

Its:

Date:

EXECUTIVE:

By:

Jeffrey M. Martin

Date:

ATTACHMENT “A”

WAIVER OF CONSIDERATION PERIOD

I, Jeffrey M. Martin, hereby acknowledge the following:

1. I have entered into that certain Severance and Release Agreement (“Agreement”) effective as of [INSERT DATE].

3. I understand that I have the right under the Age Discrimination in Employment Act to revoke the Agreement within seven (7) days of my signing the Agreement.

4. I understand that I have the right to consult, and have been advised to consult, with an attorney concerning my rights enumerated herein, and I understand the consequences of waiving those rights.

AGREED AND ACCEPTED

________________________________

Date: _____________

Jeffrey M. Martin

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into by and between Community West Bank, a California banking corporation (“Employer”), and Timothy J. Stronks, an individual (the “Executive”) as of January 30, 2025 (the “Effective Date”).

Employer desires to employ Executive, and Executive desires to be employed by Employer, as Chief Risk Officer on the terms, covenants and conditions hereinafter set forth:

AGREEMENT

1.Position. Executive is hereby employed as Chief Risk Officer of Employer. In this capacity, Executive shall have such duties and responsibilities as may be designated by the Board of Directors of Employer (“Board”), and the Chief Executive Officer of Employer.

2.Employment Term; Termination of Certain Agreements.

5.Compensation and Benefits.

(a)Salary. Executive shall receive an annual salary of three hundred and twenty thousand dollars ($320,000), which may be increased from time to time at the discretion of Employer in accordance with usual and customary practice (“Base Salary”). Executive’s Base Salary shall be paid in periodic installments in accordance with the general payroll practices of Employer, as in effect from time to time, and shall be prorated for any partial periods.

(b)Senior Management Incentive Plan. Executive shall be eligible to receive an annual incentive bonus under the Employer’s Senior Management Incentive Plan, as amended from time to time (the “Senior Management Incentive Plan”). The Senior Management Incentive Plan generally provides for an annual incentive bonus with a target amount of twenty percent (20%) of Base Salary for Executive’s position, based on Executive reaching certain subjective and objective goals, which bonus is payable in a lump sum not later than March 15th of the calendar year following the end of the year for which the bonus is earned. It is the intent of the parties to reduce the specific goals as established by the Board to writing by February 15th of each calendar year of the Employment Term.

(c)Change In Control.

(e)Termination by Executive for Good Reason. Executive may terminate this Agreement for Good Reason, in which case Executive shall be entitled to the compensation and benefits described in Section 6(i) below. In addition, if the Executive terminates this Agreement for Good Reason and Section 6(c)(i) is not applicable, Executive shall be entitled to receive the additional severance described in Section 6(f) below. For purposes of this Agreement, the term “Good Reason” shall mean actions taken by any member of the Employer Group resulting in one of the following events within six months prior to the termination of Executive’s employment: (i) a material diminution of Executive’s authority, duties or responsibilities as Chief Risk Officer, (ii) a material diminution in Executive’s Base Salary, and/or (iii) a material change in the geographic location of the office from which Executive must perform services to a location that is at least thirty (30) miles from Goleta, California.

8.Disclosure of Information.

(g)Survival. The terms and provisions of this Section 8 shall survive the expiration or termination of this Agreement for all intents and purposes.

11.General. This Agreement is further governed by the following provisions:

payments to Executive or take any other actions under this Agreement if such payments or actions would result in any violation of applicable law, rule, regulation or regulatory directive.

(f)Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

(j)Heading. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

12.Mutual Agreement to Arbitration of Disputes. The parties agree that any disputes regarding Executive’s employment relationship with Employer, its termination for whatever

[Signature page follows.]

Executed as of the date first written above.

EMPLOYER:

COMMUNITY WEST BANK

By: /s/ James J. Kim

James J. Kim, Chief Executive Officer

EXECUTIVE:

By: /s/ Timothy J. Stronks

Timothy J. Stronks, Chief Risk Officer

EXHIBIT A

SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement (“Agreement”) is made by and among Community West Bancshares, a California bank holding company (“Bancorp”), Community West Bank, a California banking corporation (“Bank,” and together with Bancorp sometimes referred to as “Employer”), and Timothy J. Stronks, an individual (the “Executive”).

RECITALS

A. Bank and Executive are parties to that certain Employment Agreement, dated [INSERT DATE] (“Employment Agreement”).

B. Executive’s employment with Employer has been terminated and Employer and Executive wish to enter into this Agreement pursuant to Section 6(h) of the Employment Agreement.

AGREEMENT

2.Compensation.

b.Vacation Pay. Employer has paid Executive on Executive’s Termination Date all accrued but unused vacation.

4.No Actions by Executive. In consideration of the promises and covenants made by Employer in this Agreement Executive agrees:

6.No Retaliation. Executive further agrees that Executive has not been retaliated against for reporting any allegations of wrongdoing by Employer and Released Parties, including

19.Counterpart Originals. This Agreement may be signed in counterparts.

[Signature page follows.]

EMPLOYER:

COMMUNITY WEST BANCSHARES

By:

Its:

Date:

COMMUNITY WEST BANK

By:

Its:

Date:

EXECUTIVE:

By:

Timothy J. Stronks

Date:

ATTACHMENT “A”

WAIVER OF CONSIDERATION PERIOD

I, Timothy J. Stronks, hereby acknowledge the following:

1. I have entered into that certain Severance and Release Agreement (“Agreement”) effective as of [INSERT DATE].

3. I understand that I have the right under the Age Discrimination in Employment Act to revoke the Agreement within seven (7) days of my signing the Agreement.

4. I understand that I have the right to consult, and have been advised to consult, with an attorney concerning my rights enumerated herein, and I understand the consequences of waiving those rights.

AGREED AND ACCEPTED

________________________________

Date: _____________

Timothy J. Stronks

SALARY CONTINUATION AGREEMENT

This Salary Continuation Agreement (the “Agreement”) by and between Community West Bank (the “Employer”), and Shannon R. Livingston (the “Executive”), made this 30th day of January, 2025, formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH:

WHEREAS, the Executive is employed by the Employer;

WHEREAS, the Employer recognizes the valuable services the Executive has performed for the Employer and wishes to encourage the Executive’s continued employment and to provide the Executive with additional incentive to achieve corporate objectives;

WHEREAS, the Employer wishes to provide the terms and conditions upon which the Employer shall pay additional retirement benefits to the Executive;

WHEREAS, the Employer and the Executive intend this Agreement shall at all times be administered and interpreted in compliance with Code Section 409A; and

WHEREAS, the Employer intends this Agreement shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified deferred compensation arrangement, maintained primarily to provide supplemental retirement benefits for the Executive, a member of select group of management or highly compensated employee of the Employer;

NOW THEREFORE, in consideration of the premises and of the mutual promises herein contained, the Employer and the Executive agree as follows:

ARTICLE 1

DEFINITIONS

For the purpose of this Agreement, the following phrases or terms shall have the indicated meanings:

1.1“Accrued Benefit” means the dollar value of the liability that should be accrued by the Employer, under Generally Accepted Accounting Principles, for the Employer’s obligation to the Executive under this Agreement, calculated by applying Accounting Standards Codification 710-10 and the Discount Rate.

1.2“Administrator” means the Board of Directors of the Employer or its designee.

1.3“Affiliate” means any business entity with whom the Employer would be considered a single employer under Code Section 414(b) and 414(c). Such term shall be

interpreted in a manner consistent with the definition of “service recipient” contained in Code Section 409A.

1.4“Beneficiary” means the person or persons designated in writing by the Executive to receive benefits hereunder in the event of the Executive’s death.

1.5“Cause” means any of the following acts or circumstances: gross negligence or gross neglect of duties to the Employer; conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Employer; or fraud, disloyalty, dishonesty or willful violation of any law or significant Employer policy committed in connection with the Executive's employment and resulting in a material adverse effect on the Employer.

1.6“Change in Control” means a change in the ownership or effective control of the Employer, or in the ownership of a substantial portion of the assets of the Employer, as such change is defined in Code Section 409A and regulations thereunder.

1.7“Claimant” means a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder.

1.8“Code” means the Internal Revenue Code of 1986, as amended.

1.9“Disability” means a condition of the Executive whereby the Executive either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. The Administrator will determine whether the Executive has incurred a Disability based on its own good faith determination and may require the Executive to submit to reasonable physical and mental examinations for this purpose. The Executive will also be deemed to have incurred a Disability if determined to be totally disabled by the Social Security Administration or in accordance with a disability insurance program, provided that the definition of disability applied under such disability insurance program complies with the initial sentence of this Section.

1.10“Discount Rate” means the rate used by the Administrator for determining the Accrued Benefit. The Administrator may adjust the Discount Rate to maintain the rate within reasonable standards according to Generally Accepted Accounting Principles and applicable bank regulatory guidance.

1.11“Early Termination” means Separation from Service before Normal Retirement Age except when such Separation from Service occurs within twenty-four (24) months following a Change in Control or due to termination for Cause.

1.12“Effective Date” means January 30, 2025.

1.13“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.14“Normal Retirement Age” means the date the Executive attains age sixty-two (62).

1.15“Plan Year” means each twelve (12) month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the Effective Date and end on the following December 31.

1.16“Separation from Service” means a termination of the Executive’s employment with the Employer and its Affiliates for reasons other than death or Disability. A Separation from Service may occur as of a specified date for purposes of the Agreement even if the Executive continues to provide some services for the Employer or its Affiliates after that date, provided that the facts and circumstances indicate that the Employer and the Executive reasonably anticipated at that date that either no further services would be performed after that date, or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period (or the full period during which the Executive performed services for the Employer, if that is less than thirty-six (36) months). A Separation from Service will not be deemed to have occurred while the Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months or, if longer, the period for which a statute or contract provides the Executive with the right to reemployment with the Employer. If the Executive’s leave exceeds six (6) months but the Executive is not entitled to reemployment under a statute or contract, the Executive incurs a Separation from Service on the next day following the expiration of such six (6) month period. In determining whether a Separation from Service occurs the Administrator shall consider, among other things, the definition of “service recipient” and “employer” set forth in Treasury Regulation Section 1.409A-1(h)(3). The Administrator shall have full and final authority to determine conclusively whether a Separation from Service occurs, and the date of such Separation from Service.

1.17“Specified Employee” means an individual that satisfies the definition of a “key employee” of the Employer as such term is defined in Code Section 416(i) (without regard to Code Section 416(i)(5)), provided that the stock of the Employer is publicly traded on an established securities market or otherwise, as defined in Treasury Regulation Section 1.897-1(m). If the Executive is a key employee at any time during the twelve (12) months ending on December 31, the Executive is a Specified Employee for the twelve (12) month period commencing on the first day of the following April.

ARTICLE 2

PAYMENT OF BENEFITS

2.1 Normal Retirement Benefit. Upon Separation from Service after Normal Retirement Age, the Employer shall pay the Executive an initial annual benefit in the amount of One Hundred Twenty-Five Thousand Dollars ($125,000) in lieu of any other benefit hereunder. Additionally, on the first anniversary of the first payment and on each subsequent anniversary thereafter the annual benefit shall increase by three percent (3%) over the annual benefit from the prior year. The annual benefit will be paid in equal monthly installments commencing the month following Separation from Service and continuing for fifteen (15) years.

2.2 Early Termination Benefit. If Early Termination occurs, the Employer shall pay the Executive the Accrued Benefit in lieu of any other benefit hereunder. The benefit shall be paid in one hundred eighty (180) monthly installments commencing the month following Separation from Service. On the first anniversary of the first payment and on each subsequent anniversary thereafter the benefit shall increase by three percent (3%) over the benefit from the prior year.

2.3 Disability Benefit. In the event the Executive suffers a Disability prior to Normal Retirement Age the Employer shall pay the Executive the Accrued Benefit in lieu of any other benefit hereunder. The benefit shall be paid in one hundred eighty (180) monthly installments commencing the month following Disability. On the first anniversary of the first payment and on each subsequent anniversary thereafter the benefit shall increase by three percent (3%) over the benefit from the prior year.

2.4 Change in Control Benefit. If a Change in Control occurs, prior to Separation from Service, Disability and Normal Retirement Age, the Employer shall pay the Executive a lump sum benefit equal to the present value of the Normal Retirement Benefit described in Section 2.1, calculated using the Discount Rate and discounted back from Normal Retirement Age to the date of Change in Control, in lieu of any other benefit hereunder. The annual benefit shall be paid in a lump sum during the month following Change in Control.

2.5 Death Prior to Commencement of Benefit Payments. In the event the Executive dies prior to Separation from Service, Disability and Change in Control, no benefit shall be paid hereunder. The Employer and the Executive intend to provide a death benefit through a split dollar life insurance agreement.

2.6 Death Subsequent to Commencement of Benefit Payments. In the event the Executive dies while receiving payments, but prior to receiving all payments due and owing hereunder, all payments hereunder shall cease.

2.7 Termination for Cause. Notwithstanding any provisions of this Agreement to the contrary, if the Employer terminates the Executive’s employment for Cause, then the Executive shall not be entitled to any benefits under the terms of this Agreement.

2.8 Restriction on Commencement of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at the time of Separation from Service, the provisions of this Section shall govern all distributions hereunder. Distributions which would otherwise be made to the Executive due to Separation from Service shall not be made during the first six (6) months following Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following Separation from Service, or if earlier, upon the Executive’s death. All subsequent distributions shall be paid as they would have had this Section not applied.

2.9 Acceleration of Payments. Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisions of Treasury Regulation Section 1.409A-3(j)(4) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the federal government; (iii) in compliance with the ethics laws or conflicts of interest laws; (iv) in limited cashouts (but not in excess of the limit under Code Section 402(g)(1)(B)); (v) to pay employment-related taxes; or (vi) to pay any taxes that may become due at any time that the Agreement fails to meet the requirements of Code Section 409A.

2.10 Delays in Payment by Employer. A payment may be delayed to a date after the designated payment date under any of the circumstances described below, and the provision will not fail to meet the requirements of establishing a permissible payment event. The delay in the payment will not constitute a subsequent deferral election, so long as the Employer treats all payments to similarly situated employees on a reasonably consistent basis.

(a) Payments that would violate Federal securities laws or other applicable law. A payment may be delayed where the Employer reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law provided that the payment is made at the earliest date at which the Employer reasonably anticipates that the making of the payment will not cause such violation. The making of a payment that would cause inclusion in gross income or the application of any penalty provision of the Internal Revenue Code is not treated as a violation of law.

(b) Solvency. Notwithstanding the above, a payment may be delayed where the payment would jeopardize the ability of the Employer to continue as a going concern.

2.11 Treatment of Payment as Made on Designated Payment Date. Solely for purposes of determining compliance with Code Section 409A, any payment under this Agreement made after the required payment date shall be deemed made on the required payment date provided that such payment is made by the latest of: (i) the end of the

calendar year in which the payment is due; (ii) the 15th day of the third calendar month following the payment due date; (iii) if Employer cannot calculate the payment amount on account of administrative impracticality which is beyond the Executive’s control, the end of the first calendar year which payment calculation is practicable; and (iv) if Employer does not have sufficient funds to make the payment without jeopardizing the Employer’s solvency, in the first calendar year in which the Employer’s funds are sufficient to make the payment.

2.12 Facility of Payment. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Administrator may make such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence; or (ii) to the conservator or administrator or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Employer and the Administrator from further liability on account thereof.

2.13 Excise Tax Limitation. Notwithstanding any provision of this Agreement to the contrary, if any benefit payment hereunder would be treated as an “excess parachute payment” under Code Section 280G, the Employer shall reduce such benefit payment to the extent necessary to avoid treating such benefit payment as an excess parachute payment. The Executive shall be entitled to only the reduced benefit and shall forfeit any amount over and above the reduced amount.

2.14 Changes in Form or Timing of Benefit Payments. The Employer and the Executive may, subject to the terms hereof, amend this Agreement to delay the timing or change the form of payments. Any such amendment:

(a) must take effect not less than twelve (12) months after the amendment is made;

(b) must, for benefits distributable due solely to the arrival of a specified date, or on account of Separation from Service or Change in Control, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made;

(c) must, for benefits distributable due solely to the arrival of a specified date, be made not less than twelve (12) months before distribution is scheduled to begin; and

(d) may not accelerate the time or schedule of any distribution.

ARTICLE 3

BENEFICIARIES

3.1 Designation of Beneficiaries. The Executive may designate any person to receive any benefits payable under the Agreement upon the Executive’s death, and the designation may be changed from time to time by the Executive by filing a new designation. Each designation will revoke all prior designations by the Executive, shall be in the form prescribed by the Administrator, and shall be effective only when filed in writing with the Administrator during the Executive’s lifetime. If the Executive names someone other than

the Executive’s spouse as a Beneficiary, the Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Administrator, executed by the Executive’s spouse and returned to the Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved.

3.2 Absence of Beneficiary Designation. In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Executive, the Employer shall pay the benefit payment to the Executive’s spouse. If the spouse is not living then the Employer shall pay the benefit payment to the Executive’s living descendants per stirpes, and if there are no living descendants, to the Executive’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Executive’s personal representative, executor, or administrator.

ARTICLE 4

ADMINISTRATION

4.1 Administrator Duties. The Administrator shall be responsible for the management, operation, and administration of the Agreement. When making a determination or calculation, the Administrator shall be entitled to rely on information furnished by the Employer, Executive or Beneficiary. No provision of this Agreement shall be construed as imposing on the Administrator any fiduciary duty under ERISA or other law, or any duty similar to any fiduciary duty under ERISA or other law.

4.2 Administrator Authority. The Administrator shall enforce this Agreement in accordance with its terms, shall be charged with the general administration of this Agreement, and shall have all powers necessary to accomplish its purposes.

4.3 Binding Effect of Decision. The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in this Agreement.

4.4 Compensation, Expenses and Indemnity. The Administrator shall serve without compensation for services rendered hereunder. The Administrator is authorized at the expense of the Employer to employ such legal counsel and/or recordkeeper as it may deem advisable to assist in the performance of its duties hereunder. Expense and fees in connection with the administration of this Agreement shall be paid by the Employer.

4.5 Employer Information. The Employer shall supply full and timely information to the Administrator on all matters relating to the Executive’s compensation, death, Disability or Separation from Service, and such other information as the Administrator reasonably requires.

4.6 Termination of Participation. If the Administrator determines in good faith that the Executive no longer qualifies as a member of a select group of management or highly compensated employees, as determined in accordance with ERISA, the Administrator shall have the right, in its sole discretion, to cease further benefit accruals hereunder.

4.7 Compliance with Code Section 409A. The Employer and the Executive intend that the Agreement comply with the provisions of Code Section 409A to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year prior to the year in which amounts are actually paid to the Executive or Beneficiary. This Agreement shall be construed, administered and governed in a manner that affects such intent, and the Administrator shall not take any action that would be inconsistent therewith.

ARTICLE 5

CLAIMS AND REVIEW PROCEDURES

5.1 Claims Procedure. A Claimant who has not received benefits under this Agreement that he or she believes should be distributed shall make a claim for such benefits as follows.

(a) Initiation – Written Claim. The Claimant initiates a claim by submitting to the Administrator a written claim for benefits. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

(b) Timing of Administrator Response. The Administrator shall respond to such Claimant within forty-five (45) days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional thirty (30) days by notifying the Claimant in writing, prior to the end of the initial forty-five (45) day period, that an additional period is required. The extension notice shall specifically explain the standards on which entitlement to a disability benefit is based, the unresolved issues that prevent a decision on the claim and the additional information needed from the Claimant to resolve those issues, and the Claimant shall be afforded at least forty-five (45) days within which to provide the specified information.

(c) Notice of Decision. If the Administrator denies all or a part of the claim, the Administrator shall notify the Claimant in writing of such denial in a culturally and linguistically appropriate manner. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of this Agreement on which the denial is based; (iii) a notice that the Claimant has a right to request a review of the claim denial and an

explanation of the Agreement’s review procedures and the time limits applicable to such procedures; (iv) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review, and a description of any time limit for bringing such an action; (v) for any Disability claim, a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (A) the views presented by the Claimant of health care professionals treating the Claimant and vocational professionals who evaluated the Claimant; (B) the views of medical or vocational experts whose advice was obtained on behalf of the Employer in connection with a Claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; or (C) a disability determination regarding the Claimant presented by the Claimant made by the Social Security Administration (vi) for any Disability claim, the specific internal rules, guidelines, protocols, standards or other similar criteria relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria do not exist; and (viii) for any Disability claim, a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits. Whether a document, record, or other information is relevant to a claim for benefits shall be determined by Department of Labor Regulation Section 2560.503-1(m)(8).

5.2 Review Procedure. If the Administrator denies all or a part of the claim, the Claimant shall have the opportunity for a full and fair review by the Administrator of the denial as follows.

(a) Additional Evidence. Prior to the review of the denied claim, the Claimant shall be given, free of charge, any new or additional evidence considered, relied upon, or generated by the Administrator, or any new or additional rationale, as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided, to give the Claimant a reasonable opportunity to respond prior to that date.

(b) Initiation – Written Request. To initiate the review, the Claimant, within sixty (60) days after receiving the Administrator’s notice of denial, must file with the Administrator a written request for review.

(c) Additional Submissions – Information Access. After such request, the Claimant may submit written comments, documents, records and other information relating to the claim. The Administrator shall also provide the Claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits.

(d) Considerations on Review. In considering the review, the Administrator shall consider all materials and information the Claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. Additional considerations shall be

required in the case of a claim for Disability benefits. The claim shall be reviewed by an individual or committee who did not make the initial determination that is subject of the appeal and who is not a subordinate of the individual who made the determination. Additionally, the review shall be made without deference to the initial adverse benefit determination. If the initial adverse benefit determination was based in whole or in part on a medical judgment, the Administrator will consult with a health care professional with appropriate training and experience in the field of medicine involving the medical judgment. The health care professional who is consulted on appeal will not be the same individual who was consulted during the initial determination and will not be the subordinate of such individual. If the Administrator obtained the advice of medical or vocational experts in making the initial adverse benefits determination (regardless of whether the advice was relied upon), the Administrator will identify such experts.

(e) Timing of Administrator Response. The Administrator shall respond in writing to such Claimant within forty-five (45) days after receiving the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional forty-five (45) days by notifying the Claimant in writing, prior to the end of the initial forty-five (45) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

(f) Notice of Decision. The Administrator shall notify the Claimant in writing of its decision on review. The Administrator shall write the notification in a culturally and linguistically appropriate manner calculated to be understood by the Claimant. The notification shall set forth: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of this Agreement on which the denial is based; (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; (iv) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a); (v) for any Disability claim, a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (A) the views presented by the Claimant of health care professionals treating the Claimant and vocational professionals who evaluated the Claimant; (B) the views of medical or vocational experts whose advice was obtained on behalf of the Employer in connection with a Claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; or (C) a disability determination regarding the Claimant presented by the Claimant made by the Social Security Administration; and (vi) for any Disability claim, the specific internal rules, guidelines, protocols, standards or other similar criteria relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria do not exist.

5.3 Exhaustion of Remedies. The Claimant must follow these claims review procedures and exhaust all administrative remedies before taking any further action with respect to a claim for benefits.

5.4 Failure to Follow Procedures. In the case of a claim for Disability benefits, if the Administrator fails to strictly adhere to all the requirements of this claims procedure with respect to a Disability claim, the Claimant is deemed to have exhausted the administrative remedies available under the Agreement, and shall be entitled to pursue any available remedies under ERISA Section 502(a) on the basis that the Administrator has failed to provide a reasonable claims procedure that would yield a decision on the merits of the claim, except where the violation was: (a) de minimis; (b) non-prejudicial; (c) attributable to good cause or matters beyond the Administrator’s control; (d) in the context of an ongoing good-faith exchange of information; and (e) not reflective of a pattern or practice of noncompliance. The Claimant may request a written explanation of the violation from the Administrator, and the Administrator must provide such explanation within ten (10) days, including a specific description of its basis, if any, for asserting that the violation should not cause the administrative remedies to be deemed exhausted. If a court rejects the Claimant’s request for immediate review on the basis that the Administrator met the standards for the exception, the claim shall be considered as re-filed on appeal upon the Administrator’s receipt of the decision of the court. Within a reasonable time after the receipt of the decision, the Administrator shall provide the claimant with notice of resubmission.

ARTICLE 6

AMENDMENT AND TERMINATION

6.1 Agreement Amendment Generally. Except as provided in Section 6.2, this Agreement may be amended only by a written agreement signed by both the Employer and the Executive.

6.2 Amendment to Ensure Proper Characterization of Agreement. Notwithstanding anything in this Agreement to the contrary, the Agreement may be amended by the Employer at any time, if found necessary in the opinion of the Employer, (i) to ensure that the Agreement is characterized as plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA, (ii) to conform the Agreement to the requirements of any applicable law or (iii) to comply with the written instructions of the Employer’s auditors or banking regulators.

6.3 Agreement Termination Generally. Except as provided in Section 6.4, this Agreement may be terminated only by a written agreement signed by the Employer and the Executive. Such termination shall not cause a distribution of benefits under this Agreement. Rather, upon such termination benefit distributions will be made at the earliest distribution event permitted under Article 2.

6.4 Effect of Complete Termination. Notwithstanding anything to the contrary in Section 6.3, and subject to the requirements of Code Section 409A and Treasury Regulation Section 1.409A-3(j)(4)(ix), at certain times the Employer may completely terminate and liquidate the Agreement. In the event of such a complete termination in accordance with subsections (a) or (c) below, the Employer shall pay the Executive the Accrued Benefit. In the event of such a complete termination in accordance with subsection (b) below, the Employer shall pay the Executive the present value, determined using the Discount Rate, of the benefit described in Section 2.4 hereof. In either event, such complete termination of the Agreement shall occur only under the following circumstances and conditions.

(a) Corporate Dissolution or Bankruptcy. The Employer may terminate and liquidate this Agreement within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court, provided that all benefits paid under the Agreement are included in the Executive’s gross income in the latest of: (i) the calendar year which the termination occurs; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

(b) Change in Control. The Employer may terminate and liquidate this Agreement by taking irrevocable action to terminate and liquidate within the thirty (30) days preceding or the twelve (12) months following a Change in Control. This Agreement will then be treated as terminated only if all substantially similar arrangements sponsored by the Employer which are treated as deferred under a single plan under Treasury Regulation Section 1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the Change in Control so that the Executive and any participants in any such similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date the Employer takes the irrevocable action to terminate the arrangements.

(c) Discretionary Termination. The Employer may terminate and liquidate this Agreement provided that: (i) the termination does not occur proximate to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer and Affiliates that would be aggregated with any terminated arrangements under Treasury Regulation Section 1.409A-1(c) are terminated; (iii) no payments, other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve (12) months of the date the Employer takes the irrevocable action to terminate this Agreement; (iv) all payments are made within twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this Agreement; and (v) neither the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulation Section 1.409A-1(c) if the Executive participated in both arrangements, at any time within three (3) years following the date the Employer takes the irrevocable action to terminate this Agreement.

ARTICLE 7

MISCELLANEOUS

7.1 No Effect on Other Rights. This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Employer nor limit the right of the Employer to discharge or otherwise deal with the Executive without regard to the existence hereof.

7.2 State Law. To the extent not governed by ERISA, the provisions of this Agreement shall be construed and interpreted according to the internal law of the State of California without regard to its conflicts of laws principles.

7.3 Validity. In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

7.4 Nonassignability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

7.5 Unsecured General Creditor Status. Payment to the Executive or any Beneficiary hereunder shall be made from assets which shall continue, for all purposes, to be part of the general, unrestricted assets of the Employer and no person shall have any interest in any such asset by virtue of any provision of this Agreement. The Employer’s obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. If the Employer purchases an insurance policy insuring the life of the Executive to recover the cost of providing benefits hereunder, neither the Executive nor the Beneficiary shall have any rights whatsoever in said policy or the proceeds therefrom.

7.6 Life Insurance. If the Employer chooses to obtain insurance on the life of the Executive in connection with its obligations under this Agreement, the Executive hereby agrees to take such physical examinations and to supply such information truthfully and completely as may be required by the Employer or the insurance company designated by the Employer.

7.7 Unclaimed Benefits. The Executive shall keep the Employer informed of the Executive’s current address and the current address of the Beneficiary. If the location of the Executive is not made known to the Employer within three years after the date upon which any payment of any benefits may first be made, the Employer shall delay payment of the Executive’s benefit payment(s) until the location of the Executive is made known to the Employer; however, the Employer shall only be obligated to hold such benefit payment(s) for the Executive until the expiration of three (3) years. Upon expiration of the three (3) year period, the Employer may discharge its obligation by payment to the Beneficiary. If the location of the Beneficiary is not made known to the Employer by the end of an

additional two (2) month period following expiration of the three (3) year period, the Employer may discharge its obligation by payment to the Executive’s estate. If there is no estate in existence at such time or if such fact cannot be determined by the Employer, the Executive and Beneficiary shall thereupon forfeit all rights to any benefits provided under this Agreement.

7.8 Suicide or Misstatement. No benefit shall be distributed hereunder if the Executive commits suicide within two (2) years after the Effective Date, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Employer denies coverage (i) for material misstatements of fact made by the Executive on an application for life insurance, or (ii) for any other reason.

7.9 Removal. Notwithstanding anything in this Agreement to the contrary, the Employer shall not distribute any benefit under this Agreement if the Executive is subject to a final removal or prohibition order issued pursuant to Section 8(e) of the Federal Deposit Insurance Act. Furthermore, any payments made to the Executive pursuant to this Agreement shall, if required, comply with 12 U.S.C. 1828, FDIC Regulation 12 CFR Part 359 and any other regulations or guidance promulgated thereunder.

7.10 Notice. Any notice, consent or demand required or permitted to be given to the Employer or Administrator under this Agreement shall be sufficient if in writing and hand-delivered or sent by registered or certified mail to the Employer’s principal business office. Any notice or filing required or permitted to be given to the Executive or Beneficiary under this Agreement shall be sufficient if in writing and hand-delivered or sent by mail to the last known address of the Executive or Beneficiary, as appropriate. Any notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or on the receipt for registration or certification.

7.11 Headings and Interpretation. Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed part of this Agreement. Wherever the fulfillment of the intent and purpose of this Agreement requires and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

7.12 Alternative Action. In the event it becomes impossible for the Employer or the Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Employer or Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Employer, provided that such alternative act does not violate Code Section 409A.

7.13 Coordination with Other Benefits. The benefits provided for the Executive or the Beneficiary under this Agreement are in addition to any other benefits available to the Executive under any other plan or program for employees of the Employer. This Agreement shall supplement and shall not supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided herein.

7.14 Inurement. This Agreement shall be binding upon and shall inure to the benefit of the Employer, its successor and assigns, and the Executive, the Executive’s successors, heirs, executors, administrators, and the Beneficiary.

7.15 Tax Withholding. The Employer may make such provisions and take such action as it deems necessary or appropriate for the withholding of any taxes which the Employer is required by any law or regulation to withhold in connection with any benefits under the Agreement.

7.16 Responsibility for Taxes. The Executive shall be responsible for the payment of all individual tax liabilities relating to any benefits paid hereunder. The Executive acknowledges that in no event will the Employer be liable to the Executive for any taxes resulting from the Executive’s participation in the Agreement, including any additional penalty, excise or other taxes that might be imposed as a result of Code Section 409A.

7.17 Aggregation of Agreement. If the Employer offers other non-qualified deferred compensation plans in addition to this Agreement, this Agreement and those plans shall be treated as a single plan to the extent required under Code Section 409A.

7.18 Use of Trade Secrets and Solicitation. In further consideration for the benefits provided in this Agreement, the Executive agrees not to use the Employer’s trade secrets and confidential information to compete with the Employer at any time, directly or indirectly. As further consideration, for a period of one (1) year following the Executive’s termination of employment, the Executive agrees not to solicit, directly or indirectly, (A) any employees of the Employer or consultants to the Employer who are located within the state of California to terminate such employment or consulting arrangement or to work for anyone in competition with the Employer; and (B) any of the Employer’s customers who are known to the Executive as a result of the Executive’s employment with the Employer. In the event that the Executive breaches his obligations under this section, the Employer shall have the right, in its sole discretion, to not pay any benefit due the Executive under this Agreement.

IN WITNESS WHEREOF, the Executive and a representative of the Employer have executed this Agreement document as indicated below:

Executive: Employer:

/s/ Shannon R. Livingston By: /s/ James J. Kim

Its: CEO

SALARY CONTINUATION AGREEMENT

Beneficiary Designation

I, Shannon Livingston, designate the following as Beneficiary under this Agreement:

Primary

____________________________________________________________________________________ _______%

Contingent

____________________________________________________________________________________ _______%

I understand that I may change this beneficiary designation by delivering a new written designation to the Administrator, which shall be effective only upon receipt by the Administrator prior to my death. I further understand that the designation will be automatically revoked if the Beneficiary predeceases me or if I have named my spouse as Beneficiary and our marriage is subsequently dissolved.

Signature: _______________________________ Date: _______

Received by the Administrator this ________ day of ___________________, 20__

By: _________________________________

Title: _________________________________

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

THIS SPLIT DOLLAR LIFE INSURANCE AGREEMENT (this “Agreement”) by and between Community West Bank (the “Employer”), and Shannon R. Livingston (the “Executive”), made this 30th day of January, 2025, formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH:

WHEREAS, the Executive is employed by the Employer;

WHEREAS, the Employer wishes to provide the terms and conditions upon which the Employer shall share the death proceeds of certain life insurance policies with the Executive’s designated beneficiary;

NOW THEREFORE, in consideration of the premises and of the mutual promises herein contained, the Employer and the Executive agree as follows:

ARTICLE 1

DEFINITIONS

Whenever used in this Agreement, the following terms shall have the meanings specified:

1.1“Accrued Benefit” means the amount accrued on the books of the Employer with respect to the benefits provided under the Salary Continuation Agreement.

1.2“Administrator” means the Board of Directors of the Employer or its designee.

1.3“Beneficiary” means each designated person, or the estate of the deceased Executive, entitled to benefits upon the death of the Executive.

1.4“Beneficiary Designation Form” means the form established from time to time by the Administrator that the Executive completes, signs and returns to the Administrator to designate one or more Beneficiaries.

Employer policy committed in connection with the Executive's employment and resulting in a material adverse effect on the Employer.

1.7“Code” means the Internal Revenue Code of 1986, as amended.

1.8“Discount Rate” means the rate used by the Administrator of the Salary Continuation Agreement for determining the Accrued Benefit.

1.9“Insurer” means the insurance company issuing the Policy.

1.10“Net Death Proceeds” means the total death proceeds of the Policy minus the greater of (i) the Policy’s cash surrender value or (ii) the aggregate premiums paid on the Policy by the Employer.

1.11“Policy” means the individual insurance policy or policies adopted by the Employer for purposes of insuring the Executive’s life under this Agreement.

1.12“Salary Continuation Agreement” means the Salary Continuation Agreement between the Employer and the Executive executed on or about the date hereof.

1.13“Separation from Service” means a termination of the Executive’s employment with the Employer for reasons other than death. A Separation from Service may occur as of a specified date for purposes of the Agreement even if the Executive continues to provide some services for the Employer after that date, provided that the facts and circumstances indicate that the Employer and the Executive reasonably anticipated at that date that either no further services would be performed after that date, or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period (or the full period during which the Executive performed services for the Employer, if that is less than thirty-six (36) months). A Separation from Service will not be deemed to have occurred while the Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months or, if longer, the period for which a statute or contract provides the Executive with the right to reemployment with the Employer. If the Executive’s leave exceeds six (6) months but the Executive is not entitled to reemployment under a statute or contract, the Executive incurs a Separation of Service on the next day following the expiration of such six (6) month period. In determining whether a Separation of Service occurs the Administrator shall take into account, among other things, the definition of “service recipient” and “employer” set forth in Treasury regulation §1.409A-1(h)(3). The Administrator shall have full and final authority to determine

conclusively whether a Separation from Service occurs, and the date of such Separation from Service.

ARTICLE 2

POLICY OWNERSHIP/INTERESTS

2.1 Employer’s Interest. The Employer shall own the Policy and shall have the right to exercise all incidents of ownership and the Employer may terminate a Policy without the consent of the Executive. The Employer shall be the beneficiary of the remaining death proceeds of the Policy after the Executive’s interest is determined according to Section 2.2 below.

2.2 Executive’s Interest. The Executive, or the Executive’s assignee, shall have the right to designate the Beneficiary of an amount of death proceeds as specified in this Section 2.2. The Executive shall also have the right to elect and change settlement options with respect to the Executive’s interest by providing written notice to the Employer and the Insurer.

2.2.1 Death Prior to Separation from Service. Except as provided in Section 2.2.3 below, if the Executive dies prior to Separation from Service, the Beneficiary shall be entitled to the lesser of (i) the present value of a fifteen (15) year stream of payments of the Normal Retirement Benefit described in the Salary Continuation Agreement, calculated using the Discount Rate in effect at the time of the Executive’s death, or (ii) the Net Death Proceeds.

2.2.2 Death After Separation from Service. Except as provided in Section 2.2.3 below, if the Executive dies after Separation from Service, the Beneficiary shall be entitled to the lesser of (i) the Accrued Benefit at the time of the Executive’s death, or (ii) the Net Death Proceeds.

2.2.3 Death After Change in Control. If the Executive dies after a Change in Control, and the Executive has received payment of benefits under the Salary Continuation Agreement, then the Beneficiary shall not be entitled to any benefit hereunder.

ARTICLE 3

PREMIUMS AND IMPUTED INCOME

3.1 Premium Payment. The Employer shall pay all premiums due on the Policy from its general assets.

3.2 Economic Benefit. The Employer shall determine the economic benefit attributable to the Executive based on the life insurance premium factor for the Executive's age multiplied by the aggregate death benefit payable to the Beneficiary. The “life insurance premium factor” is the minimum factor applicable under guidance published pursuant to Treasury Reg. § 1.61-22(d)(3)(ii) or any subsequent authority.

3.3 Imputed Income. The Employer shall impute the economic benefit to the Executive on an annual basis, by adding the economic benefit to the Executive’s Form w-2.

ARTICLE 4

GENERAL LIMITATIONS

4.1 Removal. Notwithstanding any provision of this Agreement to the contrary, neither the Executive nor the Beneficiary shall be entitled to any benefits hereunder if the Executive is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act.

4.2 Suicide or Misstatement. Neither the Executive nor the Beneficiary shall be entitled to any benefits hereunder if the Executive commits suicide within two years after the date of this Agreement, or if the Insurer denies coverage (i) for material misstatements of fact made by the Executive on any application for the Policy, or (ii) for any other reason; provided, however that the Employer shall evaluate the reason for the denial, and upon advice of legal counsel and in its sole discretion, consider judicially challenging any denial.

4.3 Termination for Cause. Neither the Executive nor the Beneficiary shall be entitled to any benefits hereunder if the Employer terminates the Executive’s service with the Employer for Cause.

ARTICLE 5

BENEFICIARIES

5.1 Designation of Beneficiaries. The Executive may designate any person to receive any benefits payable under the Agreement upon the Executive’s death, and the designation may be changed from time to time by the Executive by filing a new designation. Each designation will revoke all prior designations by the Executive, shall be in the form prescribed by the Administrator and shall be effective only when filed in writing with the Administrator during the Executive’s lifetime. If the Executive names someone other than the Executive’s spouse as a Beneficiary, the Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Administrator, executed by the Executive’s spouse and returned to the Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved.

5.2 Absence of Beneficiary Designation. In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Executive, the Employer shall direct the Insurer to pay the benefit to the Executive’s spouse. If the spouse is not living then the Employer shall direct the Insurer pay the benefit to the Executive’s living descendants per stirpes, and if there are no living descendants, to the Executive’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Executive’s personal representative, executor, or administrator.

5.3 Facility of Payment. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Employer may direct the Insurer to make such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence; or (ii) to the conservator or administrator or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Employer and the Administrator from further liability on account thereof.

ARTICLE 6

ASSIGNMENT

The Executive may irrevocably assign without consideration all of the Executive’s interest in this Agreement to any person, entity, or trust. In the event the Executive shall transfer all of the Executive’s interest, then all of the Executive's interest in this Agreement shall be vested in the Executive’s transferee, who shall be substituted as a party hereunder, and the Executive shall have no further interest in this Agreement.

ARTICLE 7

INSURER

The Insurer shall be bound only by the terms of its given Policy. The Insurer shall not be bound by or deemed to have notice of the provisions of this Agreement. The Insurer shall have the right to rely on the Employer’s representations with regard to any definitions, interpretations or Policy interests as specified under this Agreement.

ARTICLE 8

ADMINISTRATION

8.1 Administrator Duties. The Administrator shall be responsible for the management, operation, and administration of the Agreement. When making a determination or calculation, the Administrator shall be entitled to rely on information furnished by the Employer, Executive or Beneficiary. No provision of this Agreement shall be construed as imposing on the Administrator any fiduciary duty under ERISA or other law, or any duty similar to any fiduciary duty under ERISA or other law.

8.2 Administrator Authority. The Administrator shall enforce this Agreement in accordance with its terms, shall be charged with the general administration of this Agreement, and shall have all powers necessary to accomplish its purposes.

8.3 Binding Effect of Decision. The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in this Agreement.

8.4 Employer Information. The Employer shall supply full and timely information to the Administrator on all matters relating to the Executive’s death, Separation from Service, and such other information as the Administrator reasonably requires.

ARTICLE 9

CLAIMS AND REVIEW PROCEDURE

9.1 Claims Procedure. A Claimant who has not received benefits under this Agreement that he or she believes should be distributed shall make a claim for such benefits as follows.

(a) Initiation – Written Claim. The Claimant initiates a claim by submitting to the Administrator a written claim for the benefits. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

(b) Timing of Administrator Response. The Administrator shall respond to such Claimant within ninety (90) days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional ninety (90) days by notifying the Claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

(c) Notice of Decision. If the Administrator denies part or all of the claim, the Administrator shall notify the Claimant in writing of such denial. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of this Agreement on which the denial is based; (iii) a description of any additional information or material necessary for the Claimant to perfect the claim and an explanation of why it is needed; (iv) an explanation of this Agreement’s review procedures and the time limits applicable to such procedures; and (v) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

9.2 Review Procedure. If the Administrator denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review by the Administrator of the denial as follows.

(a) Initiation – Written Request. To initiate the review, the Claimant, within sixty (60) days after receiving the Administrator’s notice of denial, must file with the Administrator a written request for review.

(b) Additional Submissions – Information Access. The Claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Administrator shall also provide the Claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits.

(c) Considerations on Review. In considering the review, the Administrator shall take into account all materials and information the Claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(d) Timing of Administrator Response. The Administrator shall respond in writing to such Claimant within sixty (60) days after receiving the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional sixty (60) days by notifying the Claimant in writing, prior to the end of the initial sixty (60) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

(e) Notice of Decision. The Administrator shall notify the Claimant in writing of its decision on review. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of this Agreement on which the denial is based; (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and (iv) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

ARTICLE 10

AMENDMENTS AND TERMINATION

This Agreement may be amended only by a written agreement signed by both the Employer and the Executive. In the event that the Employer decides to maintain the Policy after termination of the Agreement, the Employer shall be the direct beneficiary of the entire death proceeds of the Policy.

ARTICLE 11

MISCELLANEOUS

11.1 No Effect on Other Rights. This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Employer nor limit the right of the Employer to discharge or otherwise deal with the Executive without regard to the existence hereof.

11.2 State Law. To the extent not governed by ERISA, the provisions of this Agreement shall be construed and interpreted according to the internal law of the State of California without regard to its conflicts of laws principles.

11.3 Validity. In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

11.4 Notice. Any notice, consent or demand required or permitted to be given to the Employer or Administrator under this Agreement shall be sufficient if in writing and hand-delivered or sent by registered or certified mail to the Employer’s principal business office. Any notice or filing required or permitted to be given to the Executive or Beneficiary under this Agreement shall be sufficient if in writing and hand-delivered or sent by mail to the last known address of the Executive or Beneficiary, as appropriate. Any notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or on the receipt for registration or certification.

11.5 Headings and Interpretation. Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed part of this Agreement. Wherever the fulfillment of the intent and purpose of this Agreement requires and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

11.6 Coordination with Other Benefits. The benefits provided for the Executive or the Beneficiary under this Agreement are in addition to any other benefits available to the Executive under any other plan or program for employees of the Employer. This Agreement shall supplement and shall not supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided herein.

11.7 Inurement. This Agreement shall be binding upon and shall inure to the benefit of the Employer, its successor and assigns, and the Executive, the Executive’s successors, heirs, executors, administrators, and the Beneficiary.

11.8 Entire Agreement. This Agreement, along with the Beneficiary Designation Form, constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive under this Agreement other than those specifically set forth herein.

11.9 Use of Trade Secrets and Solicitation. In further consideration for the benefits provided in this Agreement, the Executive agrees not to use the Employer’s trade secrets and confidential information to compete with the Employer at any time, directly or indirectly. As further consideration, for a period of one (1) year following the Executive’s termination of employment, the Executive agrees not to solicit, directly or indirectly, (A) any employees of the Employer or consultants to the Employer who are located within the state of California to terminate such employment or consulting arrangement or to work for

anyone in competition with the Employer; and (B) any of the Employer’s customers who are known to the Executive as a result of the Executive’s employment with the Employer. In the event that the Executive breaches his obligations under this section, the Employer shall have the right, in its sole discretion, to direct the Insurer not pay the Beneficiary any benefit otherwise due the Beneficiary under this Agreement.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Employer have signed this Agreement.

EXECUTIVE EMPLOYER

/s/ Shannon R. Livingston By: /s/ James J. Kim

Title: CEO

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Beneficiary Designation

I, Shannon R. Livingston, designate the following as Beneficiary under this Agreement:

Primary

____________________________________________________________________________________ _______%

Contingent

____________________________________________________________________________________ _______%

Signature: _______________________________ Date: _______

Received by the Administrator this ________ day of ___________________, 20__

By: _________________________________

Title: _________________________________

FIRST AMENDMENT TO

AMENDED EXECUTIVE SALARY CONTINUATION AGREEMENT

THIS FIRST AMENDMENT (the “Amendment”) is adopted January 30, 2025, by and between Community West Bank, formerly Central Valley Community Bank (the “Bank”) and James J. Kim (the “Executive”).

The Bank and the Executive are parties to a certain Amended Executive Salary Continuation Agreement effective April 1, 2020 (the “Agreement”) which provides certain benefits to the Executive or the Executive’s beneficiary. The Bank and the Executive now wish to amend the Agreement to change the Agreement’s early termination provision.

Now, therefore, the Bank and the Executive agree as follows.

Section III.B. of the Agreement shall be deleted and replaced with the following:

B. Early Termination Benefit.

If the Executive Terminates Employment for any reason other than For Cause prior to March I, 2038, the Bank shall pay the Executive the liability that should be accrued by the Bank under Generally Accepted Accounting Principles for the Bank’s obligation to the Executive under this Agreement, calculated by applying Accounting Standards Codification 710-10, in lieu of any other benefit hereunder. The benefit shall be paid in one hundred eighty (180) monthly installments commencing the first day of the month following Separation from Service. On the first anniversary of the first payment and on each subsequent anniversary thereafter the benefit shall increase by three percent (3%) over the benefit from the prior year. In the event of the Executive's death prior to the date all payments have been made, Section IV of this Agreement shall control. Any benefit payable under this Section shall be subject to reduction or elimination as provided in Section VII.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have signed this Amendment.

EXECUTIVE BANK

James J. Kim By: /s/ Daniel J. Doyle

Title: Chairman of the Board

Cover	Jan. 28, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 28, 2025
Entity Registrant Name	Community West Bancshares
Entity Incorporation, State or Country Code	CA
Entity File Number	000-31977
Entity Tax Identification Number	77-0539125
Entity Address, Address Line One	7100 N. Financial Dr., Ste. 101
Entity Address, City or Town	Fresno
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93720
City Area Code	559
Local Phone Number	298-1775
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001127371
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	CWBC
Security Exchange Name	NASDAQ
Document Information [Line Items]
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

Community West Bancshares (NASDAQ:CWBC)
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