COMMUNITY WEST BANCSHARES / (Form: 10-Q, Received: 11/02/2018 14:06:41)

Exhibit 10.48

COMMUNITY WEST BANK

Employment Agreement

THIS EMPLOYMENT AGREEMENT (the “Agreement”) including Exhibits A-C attached hereto, is entered into by and between Community West Bank , including its directors, officers, employees, contractors, agents, representatives, successors and assigns (collectively, “the Bank”) and Paul S. Ulrich, an individual, and his/her heirs, agents, representatives and assigns (collectively, “Employee”).

RECITALS

WHEREAS , the Bank is a California National Banking Association duly organized, validly existing and in good standing under the laws of the United States of America, with power to own property and carry on its business as it is now being conducted, with its principal place of business located at 445 Pine Street, Goleta, California 93117;

WHEREAS , the Bank wishes to employ Employee; and Employee agrees to accept employment with the Bank, all on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE , in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the parties agree as follows:

12. EMPLOYMENT . The Bank hereby employs Employee as the Executive Vice President, Chief Credit Officer under the terms and conditions contained herein. Employee’s employment shall commence on July 30, 2018. Employee’s employment shall continue until terminated by either party pursuant to the terms contained herein (the “Term”).

13. AT-WILL EMPLOYMENT STATUS . Employee’s employment with the Bank is and shall remain “at will,” meaning that either the Bank or Employee shall have the right at any time, for any reason or no reason at all, to terminate Employee’s employment with the Bank upon written notice to the other party, subject to the termination provisions contained herein.

14.

POSITION AND DUTIES

14.1. Position and Reporting Relationship . During the Term, Employee shall serve the Bank in the position of Executive Vice President, Chief Credit Officer. Employee shall report directly to the President and CEO. Employee shall perform his/her duties at the Bank’s facility in Goleta, California, or such other location as the Bank may designate in its sole discretion.

14.2. Duties and Responsibilities. During the Term, Employee’s duties and responsibilities shall include, without limitation, those duties set forth in Exhibit A hereto, as well as those additional duties and responsibilities which the Bank may from time to time assign to Employee. In acting on the Bank’s behalf, Employee shall observe and be governed by all of the Bank’s rules and policies as established by the Bank from time to time in the Bank’s sole discretion.

14.3. Schedule . Employee shall be employed on a full-time basis, which shall mean that Employee is expected to devote approximately forty (40) hours per week to their work, or as needed to complete their duties. Employee is expected to be reasonably available to the Bank for business purposes between the hours of 8 am to 5 pm, Monday through Friday, except as agreed by Bank. As an exempt employee, Employee shall not be paid additional compensation for overtime or excessive work hours. Employee shall not keep time records, but shall be required to record absences for illness, personal time off, or other periods in which Employee is not performing work for the Bank.

14.4. Best Efforts During Employment . At all times during the Term, Employee shall use their best efforts, skills, judgment and abilities, and shall at all times promote the Bank’s interests and perform and discharge well and faithfully those duties. Employee shall devote Employee’s full and exclusive business time, attention and energies to the Bank’s business in accordance with Employee’s anticipated schedule and duties hereunder. At no time during the Term shall Employee directly or indirectly engage in any activity that could or does materially interfere with or adversely affect Employee’s performance of Employee’s duties under this Agreement, or compete with or damage in any way the business of the Bank.

15.

COMPENSATION

15.1. Base Salary . In consideration of Employee’s services hereunder, the Bank shall pay to Employee an annual base salary (the “Base Salary”) of Two Hundred and Twenty Five Thousand Dollars ($225,000.00), payable in such installments and on such schedule as the Bank may from time to time implement for general payroll purposes. Such Base Salary shall be subject to required tax and other withholdings and shall be prorated for any partial periods of employment. The Bank, acting in its sole and absolute discretion, may review Employee’s performance and/or may adjust the Base Salary from time to time based upon the performance of Employee and/or the Bank, market conditions, or other factors in the Bank’s sole discretion. Nothing in this section shall obligate the Bank to increase the Base Salary payable as a result of such review. The Bank will not reduce the Base Salary payable to Executive without good cause.

15.2. Bonuses . Employee shall be considered for an annual bonus based upon, without limitation, such factors as Employee’s performance and the overall performance of the Bank. Such annual bonus shall be paid to Employee, if at all, by no later than March 15th after the close of the calendar year for performance achieved in the prior calendar year, provided Employee is actively employed and has not given notice of resignation at the time the bonus is paid. The existence and amount of any bonus provided to Employee in any given year is solely within the discretion of the Bank. The provision of a bonus in any given year does not guarantee any future bonus in any amount and does not alter the at-will status of Employee’s employment.

4.3 Deferred Compensation . The bank has established a liability account for the benefit of the Employee as a participant in the Community West Bank Executive Deferred Compensation Agreement dated July 30, 2018.

4.4 Equity. Employee shall be eligible to participate in the Community West Bancshares Stock Option Plan in accordance with the express terms of that plan. Employee will be granted an initial 20,000 share options upon the approval of the bank’s Board of Directors at the first board meeting after employee’s hire date.

16. BENEFITS . Upon commencement of the Term, Employee shall be entitled to receive those benefits to which Employee may be entitled by law. In addition to such legally-mandated benefits, Employee shall also be eligible to receive the Bank-sponsored benefits, including but not limited to vacation and sick leave, health insurance and 401k benefits, as set forth in the Bank’s Employee Handbook and in accordance with company policies. The terms and conditions of such benefits shall be governed by the plan descriptions and/or the Bank’s policies as applicable. Such benefits shall be provided in the sole discretion of the Bank, and may be altered or revoked at any time.

17. EXPENSES . The Bank shall reimburse Employee for all reasonable and necessary expenses incurred by Employee during the Term in the course of performing Employee’s services under this Agreement including the use of personal cell phone for bank business per the bank’s reimbursement policies. Employee must submit appropriate expense statements, receipts or such other supporting information in accordance with the Bank’s reimbursement policies, as established by the Bank from time to time.

18. RETURN OF COMPANY PROPERTY . Upon separation from employment for any reason, or at the request of the Bank at any time, Employee shall immediately return to the Bank all originals and copies of any and all Bank information as well as any and all Bank property in Employee’s possession. Employee agrees that all information and property provided to Employee by the Bank or as a result of Employee’s employment with the Bank shall at all times remain the sole and exclusive property of the Bank.

19. PROTECTION OF COMPANY’S CONFIDENTIAL AND TRADE SECRET INFORMATION . Employee agrees and understands that the Bank’s protection of its confidential and trade secret information is critical to the protection of Bank’s clients and the security of Bank’s business. To demonstrate Employee’s commitment to the protection of such information, and to ensure Bank’s sole ownership and protection of all confidential information, trade secrets, inventions, works for hire and other materials, Employee shall execute the Bank’s Inventions Assignment and Confidentiality Agreement, attached hereto as Exhibit B, as a condition of employment.

20. NO EXPECTATION OF PRIVACY . Employee recognizes and agrees that Employee has no expectation of privacy with respect to the Bank’s communications equipment, telecommunications, networking or information processing systems (including stored computer files, desktop or laptop systems, personal digital assistants, e-mail messages, voice messages, text messages, posts, blogs, tweets, cellular telephone communications, internet activity, computer activity, photos, and any other communications equipment, methodology or output utilized by Employee on behalf of or regarding the Bank or its Related Persons, created or received upon equipment or technology owned by the Bank or used by Employee on the Bank’s behalf). Employee understands that all such activity and communications may be monitored, viewed, retrieved, recovered and accessed by the Bank at any time without notice.

21. SOCIAL MEDIA . Employee has the right to engage in personal social media activities to express Employee’s thoughts or ideas on Employee’s personal time and using Employee’s personal equipment, so long as such activities are not performed on working time or while using the Bank computers, cell phones, personal digital assistants or other electronic communications equipment, and do not conflict with the Bank policies or business or harm the goodwill and reputation of the Bank. Employee may not (a) disclose the Bank Confidential Information on social media sites; (b) make defamatory or harassing statements about the Bank or its Related Persons; (c) defame the Bank, its activities or its Related Persons; (d) use or reproduce any the Bank logo, website link or other the Bank name or information; or (e) use the Bank’s name or information in connection with the expression of any individual opinion or position. Employee’s social media content must reflect that it is the opinion or content of Employee and must not imply any connection to or origination from the Bank (including without limitation the use of Employee’s the Bank e-mail address as the source of such communication). If Employee uses social media to promote the efforts or initiatives of the Bank, Employee must disclose Employee’s employment relationship to the Bank or connection to the Bank’s Related Persons within the social media content or communication. For the purposes of this Agreement, the term “social media” refers to on-line blogs, forums, chat rooms and social networking sites such as Yelp, Facebook, Twitter, LinkedIn, Pinterest and YouTube, as well as all other similar sites, communications or activities.

22. BINDING ARBITRATION . Employee agrees that any disputes arising out of Employee’s employment with the Bank shall be submitted to binding arbitration pursuant to the provisions set forth in the Arbitration Agreement attached hereto as Exhibit C.

12. TERMINATION . In keeping with Employee’s at-will status of employment, Bank shall be entitled to terminate Employee’s employment (and Employee shall be entitled to resign) at any time, with or without advance notice or cause. Notwithstanding this at-will status, in the event that Bank terminates Employee’s employment without notice or cause during the first six (6) months of employment from date of hire, Employee shall be entitled to severance pay equal to six (6) months of Employee’s usual base wages. Such severance shall be payable to Employee only after Employee executes Bank’s standard severance agreement, including a release of claims. If Employee is terminated for cause, no severance shall be paid. Notwithstanding this at-will status, in the event that Bank terminates Employee’s employment without notice or cause after six (6) months of employment, Employee shall be entitled to severance pay equal to three (3) months of Employee’s usual base wages. Such severance shall be payable to Employee only after Employee executes Bank’s standard severance agreement, including a release of claims. If Employee is terminated for cause, no severance shall be paid. For the purposes of this section, “cause” shall be defined as (a) Employee’s disability which prevents Employee from being able to perform the essential functions of Employee’s position, with or without reasonable accommodation, to the extent that it causes an undue hardship to Bank; (b) Employee’s death; (c) Employee’s negligence, fraud, misrepresentation or gross dereliction of duties; (d) Employee’s conviction of a crime; or (e) any conduct of Employee which causes, or is likely to cause, significant or material harm to the Bank in the Bank’s sole discretion.

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

(a) If, within twelve (12) months following a Change of Control, Employee’s employment is terminated by Bank or Employee voluntarily resigns with good cause, Employee shall receive:

The sum of twelve (12) months of the Employee’s annual Base Salary hereof in effect as of the date of termination,

any incentive compensation earned but not yet paid, and

any business expenses incurred but not yet reimbursed.

(b) The payment to which Employee is entitled pursuant to this Agreement shall be paid in a single installment within forty-five (45) days of Employee’s termination by Bank or voluntary resignation with good cause, unless Employee and Bank agree to a later payment date in writing. The timing of the payment to Employee shall have no impact on the amount or value of the payment, and shall not increase or decrease the total amount of the payment due to Employee under this Section 12.1.

(c) For the purposes of this section, Employee’s “voluntary resignation with good cause” shall be defined as Employee’s voluntary resignation after one of the following occurrences within twelve (12) months after a change in control:

Employee’s annual base salary is reduced without good cause; or a material change occurs in the functions, duties, responsibilities, reporting relationship or title.

Employee is required to relocate to a work location which is more than fifty (50) miles from Employee’s usual place of work.

12.2 Benefits upon Termination due to Change in Control . During the twelve (12) month period commencing on the date the Term of Employment ends under this Agreement due to Change in Control, Employee (and, where applicable, Employee’s dependents) shall be entitled to continue participation in the group health insurance plans maintained by the Bank in the Consolidated Omnibus Budget Reconciliation Act of 1986 under “COBRA” with the Bank contributing the cost of the COBRA premiums. After the twelve (12) month period ends, the employee may continue participation in the group health insurance plans per COBRA requirements by paying the COBRA premium rates in effect.

13. ENTIRE AGREEMENT; AMENDMENTS; WAIVERS . This Agreement, including Exhibits A – C hereto, sets forth the entire agreement and understanding of the parties with regard to the subject matter hereof and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties. No representation, promise or inducement has been made by either party that is not embodied in this Agreement. This Agreement shall be effective as of the last date this Agreement is executed by either party below and shall continue until modified by a writing signed by both parties or until Employee’s employment is terminated by either party. No waiver by either party of the breach of any term or covenant contained in this Agreement shall be deemed to be a continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

20. GOVERNING LAW; VENUE . California law, without regard to conflict or choice of law principles, shall govern the construction and interpretation of this Agreement and all claims, controversies and other disputes and proceedings concerning or arising out of this Agreement. The parties to this Agreement agree that all actions or proceedings in any forum which arise directly or indirectly from this Agreement shall be arbitrated or litigated within Los Angeles County, California.

21. ATTORNEYS’ FEES . If any party to this Agreement commences an action against another party to this Agreement related in any way to the Bank’s employment of Employee, Employee’s separation from employment or the terms of this Agreement, the losing party shall pay the prevailing party’s reasonable attorneys’ fees, costs and expenses, court costs and other costs of action incurred in connection with the prosecution or defense of such action, whether or not the action is prosecuted to a final judgment, as well as reasonable attorneys’ fees incurred in any post judgment proceeding to enforce any judgment in connection with this Agreement, except as otherwise provided by law.

22. SEVERABILITY; BINDING EFFECT; ASSIGNMENT . If any of the provisions of this Agreement are determined to be unlawful or otherwise unenforceable, in whole or in part, such determination shall not affect the validity of the remainder of this Agreement, and this Agreement shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, executors, administrators, successors and assigns. Employee may not assign any rights under this Agreement without the express written permission of the Bank.

23. NOTICES . All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given (a) if delivered personally, when delivered; (b) if delivered by overnight carrier, on the date of delivery; or (c) if delivered by registered or certified mail, return receipt requested, on the third business day after having been mailed in Santa Barbara County, California. Notices and communications to the Bank shall be addressed to Martin Plourd, President/CEO, 445 Pine Ave. Goleta, CA 93117. Notices to the Employee shall be addressed to Employee at the address designated by Employee for employment purposes.

24. COUNTERPARTS . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement, to produce or account for more than one such counterpart.

25. ADVICE OF COUNSEL; KNOWING AND VOLUNTARY EXECUTION. The parties to this Agreement have each sought the advice of counsel to the extent deemed necessary by that party with regard to the terms of this Agreement. Each party voluntarily enters into this Agreement with full knowledge and understanding of its terms.

IN WITNESS WHEREOF , the parties have duly executed this Agreement, including Exhibits A -C hereto, as of the date set forth below.

Dated:			Community West Bank


			By:

			Its:



Dated:			Paul S. Ulrich (“Employee”)



			Paul S. Ulrich

Exhibit A

Job Description – Chief Credit Officer

As a Chief Credit Officer, Employee shall be responsible for the following duties, without limitation:

Works closely with the President/CEO to develop and accomplish goals and strategic plans established by the Board of Directors and company executives

Management responsibility for the strategic planning process and oversight of the reporting function to the Board of the implementations of the plan by the business unit

Provides clear directions and oversight on strategic goals and their accomplishments, translating and prioritizing them into business and performance measures for responsible business units

Ensures strategic objectives are translated into a tactical business plan with mechanisms for key measurements in place to monitor progress to completion

Contributes to the development of business unit strategy by providing a view on potential improvement for products or services and an assessment of the existing situation and anticipated changes in the external environment

Develops and implements plans for the operational infrastructure of Credit systems, processes, and personnel designed to accommodate the growth objectives of the Bank

Ensures that Credit projects are delivered in line with directions from Management

Formulates, reviews, and updates loan policy and presents changes to Directors Loan Committee for approval

Approves loans within established limits in the area of commercial lending and Small Business Administration loans, and makes recommendations to Directors Loan Committee for loans that exceed those limits

Advises Relationship Managers, Portfolio Management, Loan Servicing and Special Assets staff regarding structure, documentation, compliance, and loan workouts.

Serves as primary contact for the credit function on regulatory exams and credit review

Provides credit training directly or through other resources

Recommends and monitors loan concentration limits

Develops/enhances loan products and underwriting

In concert with the Finance Department, analyzes and determines the allowance for loan and lease loss (ALLL) and makes recommendations for Loan Loss Reserves to the ALLL Committee

Develop and maintain effective communication and working relationships with direct reports and inter-departmental staff

Serves as a member of the Executive Management Team

Lead, inspire and coach a team of high caliber professionals, creating succession to key roles and enhancing the Bank’s management capability.

Foster a success-oriented, open, and accountable environment within the Bank emphasizing a culture of empowerment and teamwork.

Lead by example, uphold and take actions in alignment with the Community West Bank Statement of Values on a daily basis

Build an environment that enhances task accomplishment through positive and supportive cooperation. Places goals of company foremost when interacting with others at all levels

Represent the Bank with clients, prospects, investors, and business partners in a professional and knowledgeable manner.

Completes all required regulatory training as assigned within deadlines established including BSA, Bank Security and any other training as assigned, within required timeframes and on an annual basis

Additional assignments as designated by the President/CEO

In addition to these duties and responsibilities, Employee shall be responsible for carrying out those duties which may be requested or assigned by the Company from time to time in the Company’s sole discretion. Based on business needs, Community West Bank may make changes to this job description or job assignments at any time with or without notice, to accommodate the business objectives of the bank based on the sole discretion of management.

		Paul S. Ulrich
Date		Employee Name



		Employee Signature

Exhibit B

Inventions Assignment and Confidentiality Agreement

I, Paul S. Ulrich (“Employee”), as a condition of my continued at-will employment with Community West Bank (the “Bank”) agree that:

V.	OWNERSHIP AND PROTECTION OF WORK PRODUCT

I. Employee shall promptly and fully inform Bank of, and disclose to Bank, any and all ideas, processes, trademarks, trade names, service marks, service mark applications, copyrights, mask work rights, fictitious business names, technology, patents, knowhow, trade secrets, computer programs, original works of authorship, formulae, concepts, themes, inventions, designs, creations, new works, derivative works and disco-veries, and all applications, improvements, rights and claims related to any the foregoing, and all other intellectual property, proprietary rights and work product, whether or not patentable or copyrighta-ble, registered or unregistered or domestic or foreign, and whether or not relating to a published work, that Employee develops, makes, creates, conceives or reduces to practice during the Term, whether alone or in collaboration with others (collectively, “ Invention Ideas ”).

J. Each of the items described in the immediately preceding paragraph shall constitute Invention Ideas even if they do not relate to the duties Employee performs for Bank or to Bank’s Proprietary Information (as defined below), and regardless of whether or not created while Employee is performing duties for Bank or acting on Bank’s behalf or while using Bank’s equipment, supplies, facilities or Proprietary Information.

K. All right, title and interest in and to all Invention Ideas shall be Bank’s sole and exclusive property, and Employee shall have no interest therein. To the extent permitted by law, all Invention Ideas shall be produced as works made for hire. Employee shall not assert any right, title or interest in or to any Inventions Ideas, and Employee shall not undertake any other act or omission that would reduce the value to Bank of any Invention Ideas.

L. Employee shall assist Bank, to the extent necessary, in obtaining patent or copyright registration on all Invention Ideas, and shall execute and deliver all documents, instruments and agreements, including the formal execution of an assignment of copyright, and do all things necessary or proper (or otherwise reasonably required by Bank), to the extent lawfully permitted, in order to enable Bank to obtain and enforce full and exclusive title to all Invention Ideas and all rights granted or assigned pursuant to this Agreement.

M. If any of the Invention Ideas or any part of the duties Employee performs for Bank is based on, incorporates or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating, technology or intellectual property rights owned or licensed by Employee and not assigned under this Agreement, Employee grants to Bank a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sub-licensable right and license to exploit and exercise all such technology and intellectual property rights in support of Bank’s exercise or exploitation of the Invention Ideas or exploitation of other work performed by Employee for Bank or any assigned rights (including any modifications, improvements and derivatives of any of them).

N. Because of the difficulty of establishing when Employee first conceives of or develops intellectual property, proprietary rights or work product or whether such intellectual property, proprietary rights or work product results from access to Bank’s confidential and proprietary information or equipment, facilities or data, Employee agrees that any intellectual property, proprietary rights and work product shall be presumed to be an Invention Idea if it is conceived, developed, used, sold, exploited or reduced to practice by Employee or with the aid of Employee within one year after the termination of Employee’s employment with Bank. Employee can rebut that presumption if Employee proves that the intellectual property, proprietary rights and work product (i) was first conceived or developed after termination of Employee’s employment with and by Bank; (ii) was conceived or developed entirely on Employee’s own time without using Bank’s equipment, supplies, facilities or confidential and proprietary information; and (iii) did not result from any concepts or ideas developed or work performed by Employee for or on behalf of Bank or during the Term.

O. Employee acknowledges that there is no intellectual property, proprietary right or work product that Employee desires not to be deemed Invention Ideas and thus to exclude from the above provisions of this Agreement. To the best of Employee’s knowledge, there is no existing contract in conflict with this Agreement or any other contract to assign ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents or copyrights that is now in existence between Employee and any other person or entity.

P. This section shall not operate to require Employee to assign to Bank any of Employee’s rights to inventions, intellectual properties or work products that would not be assignable under the provisions of California Labor Code Section 2870 , which provides that:

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

Employee represents and warrants to Bank that this paragraph constitutes Bank’s written notification to Employee of the provisions of Section 2870 of the California Labor Code, and that Employee has reviewed Section 2870 of the California Labor Code.

VI.	UNFAIR COMPETITION; PROTECTION OF CONFIDENTIAL AND TRADE SECRET INFORMATION

G. As used in this Agreement, “ Bank’s Confidential Information ” means all Invention Ideas, knowledge and information that is, or would logically be considered, confidential, secret or proprietary relating to the operations, business, finances, affairs or property of Bank or any of its subsidiaries, affiliates or divisions; knowledge, information and materials directly or indirectly useful in, or directly or indirectly relating to, Bank or any of its subsidiaries, affiliates or divisions or any aspect of their business; and any other confidential or secret aspect of the business of Bank or its subsidiaries, affiliates or divisions, in whatever form it exists, whether or not marked as confidential or proprietary. Without limiting the generality of the foregoing, Bank’s Confidential Information includes (a) all trade secrets (including “trade secrets” as that term is defined under state or federal law) of Bank; (b) proprietary rights, processes, and other intellectual property and intangible assets or property (whether or not copyrighted or copyrightable or patented or patentable), owned or licensed by Bank, or directly or indirectly useful in any aspect of the business or affairs of Bank; (c) the names, locations, practices and requirements of any of Bank’s customers, prospective customers, vendors, suppliers and personnel and any other persons having a business relationship with Bank; (d) confidential or secret development or research work of Bank, including information concerning any future or proposed services or products; (e) Bank’s accounting, billing, cost, revenue and other financial records, documents and information and the contents thereof; (f) Bank’s documents, contracts, agreements, corres-pondence and other similar business records; (g) confidential or secret designs, software code, know how, processes, formulae, plans and devices; and (h) Bank’s service mark applications, patents, patent applications and works of authorship.

H. Employee also understands that Bank has received and in the future will receive from third parties their confidential and proprietary information subject to a duty on Bank’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee agrees that all such information shall constitute “Bank’s Confidential Information” for all purposes of this Agreement and shall be subject to all restrictions under this Agreement applicable to Bank’s Confidential Information.

I. Employee shall not at any time during the Term divulge, furnish or make accessible to anyone any of Bank’s Confidential Information, or use in any way any of Bank’s Confidential Information other than as reasonably required to perform Employee’s duties under this Agreement. Employee shall not undertake any other acts or omissions that would reduce the value to Bank of Bank’s Confidential Information. The restrictions on Employee’s use of Bank’s Confidential Information shall not apply to knowledge or information that Employee can prove is part of the public domain through no fault of Employee.

J. Employee agrees that after the termination of Employee’s employment with Bank Employee shall promptly discontinue any use of any of Bank’s Confidential Information and promptly return to Bank all tangible information, including documents, records, notebooks, computer tape or other stored information of any form or type (for example, without limitation, written information that has been converted to electronic format), and any copies thereof, that constitutes or relates to Bank’s Confidential Information.

K. Employee agrees that Bank’s Confidential Information constitutes a unique and valuable asset of Bank that Bank acquired at great time and expense, and which is secret and proprietary and will only be available to or communicated to Employee in confidence in the course of Employee’s provision of services to Bank. Employee also agrees that any disclosure or other use of Bank’s Confidential Information other than for Bank’s sole benefit would be wrongful, would constitute unfair competition and will cause irreparable and incalculable harm to Bank and to its subsidiaries, affiliates and divisions.

L. Employee agrees that Bank’s clients, potential clients, service providers, employees, vendors, independent contractors and other related persons or entities (collectively, “ Related Persons ”) constitute a valuable asset of Bank. During the Term and at all times thereafter, Employee shall not, directly or indirectly, for Employee or on behalf of any other person or entity, use Bank’s Trade Secrets (as that term is defined in state and federal law) to (a) solicit any Related Persons for a competing business, (b) induce or attempt to induce any Related Persons to terminate employment or other relationship(s) with Bank, or (c) in any way disrupt or interfere, or attempt to disrupt or interfere, with Bank’s employment or other relationship with any Related Persons. Employee agrees that any such activity or conduct by use of Bank’s Trade Secrets would be wrongful and would constitute unfair competition, and will cause irreparable and incalculable harm to Bank, and therefore agrees that such restrictions are fair and reasonable.

VII.	NON-COMPETITION

F. During the Term, neither Employee nor any person or entity acting with or on Employee’s behalf, shall directly or indirectly (whether for compensation or otherwise), in any capacity (whether individual or representative), seek to compete with Bank’s business within any location in which Bank at any time conducts or seeks to conduct business.

G. Employee agrees that if during the Term Employee has any business to transact on Employee’s own account that is similar to the business entrusted to Employee by Bank, Employee shall first disclose such business to Bank and shall always give preference to Bank’s business.

H. After the Term, neither Employee nor any person or entity acting with or on Employee’s behalf, shall directly or indirectly (whether for compensation or otherwise), in any capacity (whether individual or representative), seek to compete with Bank’s business within any location in which Bank at any time conducts or seeks to conduct business by use of Bank’s trade secrets. Nothing in this section shall prohibit Employee from competing with Bank’s business without using Bank’s trade secrets.

I. For purposes of this Agreement, “ Compete ” means doing any of the following, whether directly or indirectly or individually or through or by assisting any other person or entity: (a) calling on, soliciting, taking away or accepting business, selling products or services to, or engaging in any business or activity with any Related Persons of Bank or prospective Related Persons of Bank; or (b) entering into, or any attempt or offer to enter into, any business, enterprise or activity that is in any way similar to or otherwise competitive with the business that the Bank conducted at any time during the Term.

J. Notwithstanding anything else in this agreement to the contrary, Employee will not be liable for disclosing trade secrets in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or disclosing trade secrets in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

VIII.

OTHER TERMS

A. Employee acknowledges that Employee’s compliance with this agreement is necessary to protect the business and goodwill of the Bank and that the Bank will pursue legal action against Employee to remedy any damages caused by Employee’s breach of this Agreement.

B. If any portion of this Agreement is held to be void or unenforceable, the remainder of the Agreement shall remain in effect. This Agreement shall apply to the Bank as well as to its successors, assigns, parent or subsidiary companies or other related persons. No alteration or modification to any of the provisions of this Agreement will be valid unless made in writing and signed by Employee and the Bank.

C. This Agreement shall be subject to and governed by the laws of the State of California. Any claim, charge or action arising under this Agreement or between Employee and the Bank shall be brought in Los Angeles County, California. Subject to applicable law, in any legal action between Employee and the Bank to enforce any provision of this Agreement, the prevailing party shall recover its attorneys’ fees.

D. This Agreement constitutes the complete understanding between Employee and the Bank regarding the matters addressed, and all prior representations or agreements regarding confidential information and unfair competition are superseded by this Agreement.

E. Nothing in this agreement alters Employee’s at-will employment relationship with the Bank.

Date:
			Paul S. Ulrich

Exhibit C

Arbitration Agreement

Although Community West Bank (“the Bank”) hopes that employment disputes will not occur, the Bank believes that where such disputes do arise, it is in the mutual interest of everyone involved to handle them in binding arbitration, which generally resolves disputes quicker than court litigation and with a minimum of disturbance to all parties involved.

By entering into this Agreement, the Bank and the undersigned Employee are waiving the right to a jury trial for most employment‑related disputes. The Employee further understands that entering into this Arbitration Agreement does not alter the Employee’s at‑will employment with the Bank.

The Bank and the undersigned Employee hereby agree that any dispute with any party (including the Bank, its affiliates, successors, and representatives) that may arise from Employee’s employment with the Bank or the termination of Employee’s employment with the Bank shall be resolved by mandatory, binding arbitration before a retired judge or other arbitrator selected by mutual agreement of the Bank and the Employee.

This Arbitration Agreement does not cover the following claims:

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.

Workers’ Compensation benefits;

Unemployment compensation benefits;

Claims based on the National Labor Relations Act;

Claims based upon any Bank employee benefit and/or welfare plan that contains an appeal procedure or other procedure for the resolution of disputes under the plan.

Claims brought under the Private Attorneys General Act (“PAGA”) as set forth in California Labor Code sections 2698 et seq .

The arbitration requirement does apply to all statutory, contractual and/or common law claims arising from employment with the Bank including, but not limited to, the following:

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;

Claims that could be asserted in court, including breach of any express or implied contract or covenant; tort claims; claims for retaliation, discrimination or harassment of any kind, 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 on these subjects;

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;

Violations of confidentiality or breaches of trade secrets;

Violation of any other federal, state, or other governmental law, regulation or ordinance, whether based on statute or common law;

Claims made against the Bank or any of its subsidiary or affiliated entities, or its individual officers, directors or employees for any matters arising out of any of the above claims.

Except as otherwise required by applicable law, the parties agree that all claims subject to binding arbitration under this Agreement, including as set forth more specifically above, shall be conducted on an individual basis, and not as a class action.

Binding arbitration under this Agreement shall be conducted in accordance with any applicable state statutes providing for arbitration procedures. Alternatively, if no such state statutes exist, then arbitration shall be conducted pursuant to the rules of the American Arbitration Association (“AAA”) for employment law disputes. A copy of these AAA rules can be found at www.adr.org under “Rules & Procedures”. The parties may mutually agree upon another arbitration procedure.

The arbitrator shall be a retired superior or appellate court judge or other professional arbitrator chosen by agreement of the parties or any local dispute resolution service administered by the Superior Court of the county in which the dispute arose. 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 basis, nor to award relief to a class of employees in one arbitration proceeding.

Any dispute with any party that arises from Employee’s employment with the Bank or termination of employment with the Bank must be submitted to binding arbitration within the applicable statute of limitations prescribed by law. With the exception of a filing fee that shall not exceed the cost to file a comparable claim in state or federal court, the Bank shall pay the fees and costs of the Arbitrator, and each party shall pay for its 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 the applicable state statute(s). In the absence of any such statute(s), the parties shall follow the discovery procedures set forth by the American Arbitration Association. Within 30 days of the conclusion of the arbitration, the Arbitrator shall issue a written opinion setting forth the factual and legal basis for his or her decision. The Arbitrator shall have the power and discretion to award to the prevailing party all damages provided under the applicable law.

If any provision of this Agreement is held to be unenforceable, it shall be stricken from the Agreement and the remainder of the Agreement shall be fully enforceable. If any provision of this Agreement is held to be in conflict with a mandatory provision of applicable law, the conflicting provision of this Agreement shall be modified automatically to comply with the applicable law until such time as the provision can be formally modified to comply with the law.

I acknowledge that I have carefully read this agreement, and that I understand and agree to its terms. I have entered into this agreement voluntarily and have not relied upon any promises or representations other than those contained herein. I understand that I am giving up my right to a court or jury trial by entering into this agreement. I understand that this arbitration agreement does not change my at‑will employment status with the Bank.

		Paul S. Ulrich
Date



		Employee Signature





		Martin Plourd, President/CEO

Exhibit 10.49

SALARY CONTINUATION AGREEMENT

This Salary Continuation Agreement (this “Agreement”) by and between Community West Bank, a national banking association located in Goleta, California (hereinafter referred to as the “Employer”), and William Filippin (hereinafter referred to as the “Executive”), is effective as of the 28 ^th of September, 2018, with reference to the following:

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 for each Plan Year, under Generally Accepted Accounting Principles, as consistently applied in accordance with the practices of the Employer, for the Employer’s obligation to the Executive under this Agreement, calculated by applying Accounting Standards Codification 710-10 and the Discount Rate, provided, however, that in the event a Separation of Service occurs during a Plan Year, the Accrued Benefit shall include an amount equal to the Accrued Benefit for that Plan Year divided by twelve (12) and multiplied by the number of full calendar months in that Plan Year prior to the date of the Separation of Service.

1.2 “Administrator” means the Board 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 “Board” means the Board of Directors of the Employer.

1.6 “Cause” means any of the following acts or circumstances: gross negligence or gross neglect of duties to the Employer, as determined by at least 2/3rds of the Independent Board Members, and if requested in writing by the Executive within twenty (20) days of such determination, an Independent Lawyer or Law Firm shall review the determination of the Independent Board Members and render a final and binding opinion as to whether or not the Cause definition has met; 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, as determined by at least 2/3rds of the Independent Board Members, and if requested by the Executive within twenty (20) days of such determination, an Independent Lawyer or Law Firm shall review the determination of the Independent Board Members and render a final and binding opinion as to whether or not the Cause definition has met.

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

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

1.9 “Code” means the Internal Revenue Code of 1986, as amended, and the rules regulations, and guidance of general application issued thereunder by the Department of the Treasury.

1.10 “Constructive Termination” means a Separation from Service caused by the Executive’s resignation within ninety (90) days following the Executive’s discovery of the occurrence of one or more of the following events:

(a) the assignment to the Executive, without the Executive’s written consent, of any duties inconsistent in any respect (including title, status, office and reporting requirements) with the Executive’s position, duties, responsibilities and status with the Employer prior to such assignment, or any subsequent removal of the Executive from, or any failure to re-elect him to, any such position;

(b) the termination and/or reduction, without the Executive’s written consent, in the Executive’s facilities (including office space and general location) and staff reporting and available to the Executive;

(c) the reduction by the Employer of the Executive’s total cash compensation, base salary or of any incentive compensation formula applicable to him or the failure by the Employer to increase the Executive’s base salary each year by an amount which equals at least one-half (1/2), on a percentage basis, of the percentage increase in base salary for all executive officers, excluding the Chief Executive Officer and the Executive, or any successors thereof, during the prior two (2) calendar years;

(d) the failure by the Employer to maintain any of the employee benefits to which the Executive is entitled at a substantially equal level, through the continuation of the same or substantially similar plans, programs or policies; or the taking of any action by the Employer which would materially affect the Executive’s participation in or reduce the Executive’s benefits under any such plans, programs or policies, or deprive the Executive of any material fringe benefits previously enjoyed by the Executive;

(e) a failure by the Employer to provide the Executive with at least the same number of paid vacation days and leave to which the Executive would have been entitled as a salaried employee of the Employer or any parent or successor of the Employer with the same tenure; and

(f) the Employer requiring the Executive to be based anywhere other than within thirty-five (35) miles of the office where the Executive is currently based, except for required travel on the Employer’s business to the extent substantially consistent with the Executive’s business travel obligations.

1.11

“Corporation” means Community West Bancshares.

1.12 “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 shall be entitled to submit his own reports to the Administrator concerning his Disability and the Administrator shall take such reports into consideration. The Executive will also be deemed to have incurred a Disability if determined to be totally disabled 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; and provided further that Executive shall be required to submit proof to the Administrator of the disability insurance program’s determination of disability.

1.13 “Discount Rate” means the rate used by the Administrator for determining the Accrued Benefit. The initial Discount Rate is 4.5%. The rate is based on the 20 year AAA bond rate and shall be adjusted quarterly on the first day of each calendar quarter or at the discretion of the Board. Administrator may further adjust the Discount Rate to maintain the rate within reasonable standards according to Generally Accepted Accounting Principles and applicable bank regulatory guidance.

1.14 “Early Involuntary Termination” means that the Executive, prior to Normal Retirement Age, has experienced a Constructive Termination or a Separation from Service, following receipt of a written notification from the Employer that such Separation from Service has occurred for reasons other than Cause, Disability, Early Voluntary Termination, or within twenty-four (24) months following a Change in Control.

1.15 “Early Voluntary Termination” means that the Executive, prior to Normal Retirement Age, experiences a Separation from Service for reasons other than Cause, Disability, Early Involuntary Termination, Constructive Termination, or within twenty-four (24) months following a Change in Control.

1.16

“Effective Date” means September 1, 2018.

1.17

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

1.18 “Independent Board Member” means a member of the Board that is not an employee of the Employer or an Affiliate of the Employer and has not been an employee of the Employer or an Affiliate of the Employer at any time during the immediately preceding three (3) year period.

1.19

“Normal Retirement Age” means the date the Executive attains age sixty-six (66).

1.20 “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.

1.21 “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 this 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 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.

1.22 “Specified Employee” means an individual that satisfies the definition of a “key employee” of the Employer as such term is defined in Code §416(i) (without regard to Code §416(i)(5)), provided that the stock of the Employer is publicly traded on an established securities market or otherwise, as defined in Code §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 annual benefit for fifteen (15) years in the amount of Fifty Thousand Dollars ($50,000) ($750,000 in the aggregate) in lieu of any other benefit hereunder. The annual benefit will be paid in one hundred eighty (180) equal monthly installments commencing the month following the date of Executive’s Separation from Service.

2.2 Early Voluntary Termination Benefit . If Early Voluntary Termination occurs, neither the Executive nor the Beneficiary shall be due any benefit hereunder and the Employer’s obligations under this Agreement shall terminate.

2.3 Early Involuntary Termination Benefit. If Early Involuntary Termination occurs, the Employer shall pay the Executive 100% of the Accrued Benefit, calculated as of the date of Separation from Service. The benefit will be paid in a lump sum within thirty (30) days following Separation of Service.

2.4 Disability Benefit . In the event the Executive suffers a Disability prior to Normal Retirement Age, the Employer shall pay the Executive 100% of the Accrued Benefit in lieu of any other benefit hereunder. The benefit will be paid to Executive in one hundred eighty (180) equal monthly installments commencing the month following Normal Retirement Age.

2.5 Change in Control Benefit . If a Change in Control occurs, followed within twenty-four (24) months by Separation of Service prior to Normal Retirement Age, the Employer shall pay the Executive a lump sum benefit in the amount of Five Hundred Thirty-Eight Thousand Five Hundred Eighty-Five Dollars ($538,585) and the Gross-Up Payment specified in Section 2.14 in lieu of any other benefit hereunder. The benefit in this Section 2.5 will be paid in a lump sum within thirty (30) days following Separation from Service, with the precise date of payment determined by the Employer in its sole discretion and the Gross-Up Payment due under Section 2.14 shall be paid according to the provisions of that Section.

2.6 Death Prior to Commencement of Benefit Payments . In the event the Executive dies prior to Separation from Service, the Employer shall pay the Beneficiary an annual benefit for fifteen (15) years in the amount of Fifty Thousand Dollars ($50,000) ($750,000 in the aggregate) in lieu of any other benefit hereunder. The annual benefit will be paid in one hundred eighty (180) equal monthly installments commencing the month following the date of Executive’s death.

2.7 Death Subsequent to Commencement of Benefit Payments . In the event the Executive dies while receiving payments under Section 2.1, 2.3 or 2.5, but prior to receiving all payments due and owing hereunder, the Employer shall pay the Beneficiary the same amounts at the same times as the Employer would have paid the Executive had the Executive survived. In the event the Executive dies after being disabled, all payments, if any under Section 2.4 shall cease and in lieu thereof, the Employer shall pay the Beneficiary a benefit equal to Seven Hundred Fifty Thousand Dollars ($750,000) less the aggregate of all amounts paid (if any) to Executive under Section 2.4 by Employer to the date of Executive’s death (the “Section 2.7 Benefit”) paid in one hundred eighty (180) equal monthly installments commencing the month following the date of Executive’s death; provided, however, that if the Section 2.7 Benefit is less than $250,000, then the Section 2.7 Benefit shall be paid in a lump sum payment to Beneficiary within thirty (30) days following the Employer’s determination of the amount of the Section 2.7 Benefit.

2.8 Termination for Cause . If: (i) the Employer terminates the Executive’s employment for Cause; or (ii) the Executive is removed from office or permanently prohibited from participating in the Employer’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. § 1818(e)(4) or (g)(1), then the Executive shall not be entitled to any benefits under the terms of this Agreement and all obligations of the Employer under this Agreement shall terminate as of the effective date of the Separation from Service.

2.9 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.

2.10 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 §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 cash-outs (but not in excess of the limit under Code §402(g)(1)(B)); (v) to pay employment-related taxes; or (vi) to pay any taxes that may become due at any time that this Agreement fails to meet the requirements of Code Section 409A.

2.11 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 invoking such a delay 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 subject to Code Section 162(m) . If the Employer reasonably anticipates that the Employer’s deduction with respect to any distribution under this Agreement would be limited or eliminated by application of Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution from this Agreement is deductible, the Employer may delay payment of any amount that would otherwise be distributed under this Agreement. The delayed amounts shall be distributed to the Executive (or the Beneficiary in the event of the Executive’s death) at the earliest date the Employer reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).

(b) 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.

(c) 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.

2.12 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 15 ^th 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 the 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.

2.13 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.

2.14 Excise Tax Gross Up. In the event any payment or benefits provided or to be provided by the Employer to or on behalf of the Executive under this Agreement, when added to all other payments and benefits provided to or on behalf of the Executive pursuant to all other plans, programs, agreements and understandings with the Executive in connection with his Separation from Service constitute parachute payments within the meaning of Code Section 280G and will be subject to the excise tax under Code Section 4999 (or any successor provision thereto) or any interest or penalties with respect to such excise tax, then the Employer shall pay the Executive, within five (5) days of the date such tax, interest or penalties is required to be paid by the Executive or withheld by the Employer, an additional cash payment (the “Gross-Up Payment”) in an amount such that the after-tax proceeds of the Gross-Up Payment (including any income tax or excise tax on the Gross-Up Payment) will be equal to the amount of the excise tax, interest and/or penalties.

2.15 Changes in Form of 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 this 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 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 this 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 . Except as otherwise provided in this Agreement, 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 Compliance with Code Section 409A . The Employer and the Executive intend that this 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 shall make a claim for any benefits under this Agreement 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 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.

(d) 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.

(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 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 the resubmission.

5.5 Timing of Review Procedure and Statute of Limitations . The foregoing provisions of this Article shall not bind Claimant if Claimant could possibly lose rights to pursue any other course of action.

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 Insure Proper Characterization of Agreement . Notwithstanding anything in this Agreement to the contrary, this Agreement may be amended by the Employer at any time, if found necessary in the opinion of the Employer, i) to ensure that this Agreement is characterized as a plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA, ii) to conform this Agreement to the requirements of any applicable law or iii) to comply with the written instructions of the Employer’s auditors or banking regulators so long as any such modification does not result in the Executive receiving less than he would otherwise be entitled to receive in the absence of any such modification.

6.3 Agreement Termination Generally . 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.

ARTICLE 7

GENERAL LIMITATIONS

7.1 Default . Despite any contrary provision of this Agreement, if the Employer is in “default” or “in danger of default,” as those terms are defined in Section 3(x) of the Federal Deposit Insurance Act, 12 U.S.C. § 1813(x), all obligations under this Agreement shall terminate.

7.2 FDIC Open-Bank Assistance . All obligations under this Agreement shall terminate, except to the extent determined that continuation of the contract is necessary for the continued operation of the Employer, when the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in Federal Deposit Insurance Act Section 13(c), 12 U.S.C. § 1823(c). Rights of the parties that have already vested shall not be affected by such action, however.

7.3 OCC Troubled Condition Designation . In the event that the Employer is deemed by the Federal Deposit Insurance Corporation to be in “troubled condition,” as defined in 12 C.F.R. Section 5.51(6), any payment to be paid pursuant to this Agreement will be made only as permitted by applicable federal law and regulations.

ARTICLE 8

MISCELLANEOUS

8.1 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.

8.2 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.

8.3 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.

8.4 Nonassignability . Except as provided in this Agreement with respect to any Beneficiary, benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.5 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. In the event that 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 except as may be specifically provided in any such policy.

8.6 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 truthfully and completely supply such information as may be required by the Employer or the insurance company designated by the Employer.

8.7 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.

8.8 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 for material misstatements of fact made by the Executive on an application for life insurance.

8.9 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.

8.10 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.

8.11 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.

8.12 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.

8.13 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.

8.14 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.

8.15 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 this Agreement. Except as provided in Section 2.14, the Executive shall be responsible for the payment of all individual tax liabilities relating to any benefits paid hereunder.

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

8.17 Attorney’s Fees. Except as otherwise specifically provided in this Agreement, In the event of any dispute between the parties concerning the terms and provisions of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute including reasonable attorney’s fees.

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

Executive:		Employer:


		By:
		Its:

SALARY CONTINUATION AGREEMENT

Beneficiary Designation

I 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:

	SPOUSAL CONSENT (Required only if Administrator requests and someone other than spouse is named Beneficiary)

	I consent to the beneficiary designation above. I also acknowledge that if I am named Beneficiary and my marriage is subsequently dissolved, the beneficiary designation will be automatically revoked.

	Spouse Name:

	Signature:			Date:

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

By: _________________________________

Title: _________________________________

California		77-0446957
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

445 Pine Avenue, Goleta, California		93117
(Address of principal executive offices)		(Zip Code)

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company)		Smaller reporting company ☒

Emerging growth company ☐

Index			Page
Part I. Financial Information
	Item 1 – Financial Statements
		Consolidated Balance Sheets as of September 30, 2018 (unaudited) and December 31, 2017	3
		Consolidated Income Statements for the three and nine months ended September 30, 2018 and 2017 (unaudited)	4
		Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2018 and 2017 (unaudited)	5
		Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2018 (unaudited)	6
		Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 (unaudited)	7
		Notes to Unaudited Consolidated Financial Statements	8
	The financial statements included in this Form 10-Q should be read in conjunction with Community West Bancshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

	Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
	Item 3 – Quantitative and Qualitative Disclosures About Market Risk		53
	Item 4 – Controls and Procedures		53

Part II. Other Information
	Item 1 – Legal Proceedings		54
	Item 1A – Risk Factors		54
	Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		54
	Item 3 – Defaults Upon Senior Securities		54
	Item 4 – Mine Safety Disclosures		54
	Item 5 – Other Information		54
	Item 6 – Exhibits		55

Signatures			56

	September 30, 2018			December 31, 2017
	(unaudited)
	(in thousands, except share amounts)
Assets:
Cash and due from banks	$	2,308		$	3,639
Federal funds sold		9			12
Interest-earning demand in other financial institutions		45,436			42,218
Cash and cash equivalents		47,753			45,869
Investment securities - available-for-sale, at fair value; amortized cost of $26,058 at September 30, 2018 and $28,742 at December 31, 2017		25,802			28,783
Investment securities - held-to-maturity, at amortized cost; fair value of $7,395 at September 30, 2018 and $7,671 at December 31, 2017		7,475			7,565
Investment securities - measured at fair value; amortized cost of $66 at September 30, 2018 and December 31, 2017.		144			—
Federal Home Loan Bank stock, at cost		2,714			2,347
Federal Reserve Bank stock, at cost		1,373			1,373
Loans:
Held for sale, at lower of cost or fair value		50,944			55,094
Held for investment, net of allowance for loan losses of $8,519 at September 30, 2018 and $8,420 at December 31, 2017		694,278			671,095
Total loans		745,222			726,189
Other assets acquired through foreclosure, net		-			372
Premises and equipment, net		6,207			5,581
Other assets		18,019			15,236
Total assets	$	854,709		$	833,315
Liabilities:
Deposits:
Non-interest-bearing demand	$	105,580		$	108,500
Interest-bearing demand		267,046			256,717
Savings		14,385			14,085
Certificates of deposit ($250,000 or more)		92,934			81,985
Other certificates of deposit		239,997			238,397
Total deposits		719,942			699,684
Other borrowings		50,000			56,843
Other liabilities		9,210			6,718
Total liabilities		779,152			763,245

Stockholders’ equity:
Common stock — no par value, 60,000,000 shares authorized; 8,274,882 shares issued and outstanding at September 30, 2018 and 8,193,339 at December 31, 2017		43,318			42,604
Retained earnings		32,398			27,441
Accumulated other comprehensive income (loss)		(159	)		25
Total stockholders’ equity		75,557			70,070
Total liabilities and stockholders’ equity	$	854,709		$	833,315

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018			2017		2018			2017
Interest income:	(in thousands, except per share amounts)
Loans, including fees	$	10,612		$	9,340	$	30,283		$	26,570
Investment securities and other		589			355		1,307			894
Total interest income		11,201			9,695		31,590			27,464
Interest expense:
Deposits		2,222			1,185		5,373			2,984
Other borrowings		351			134		928			294
Total interest expense		2,573			1,319		6,301			3,278
Net interest income		8,628			8,376		25,289			24,186
Provision (credit) for loan losses		(197	)		159		(224	)		423
Net interest income after provision for loan losses		8,825			8,217		25,513			23,763
Non-interest income:
Other loan fees		379			354		998			999
Document processing fees		120			146		367			430
Service charges		113			118		351			326
Other		29			98		252			299
Total non-interest income		641			716		1,968			2,054
Non-interest expenses:
Salaries and employee benefits		4,147			3,839		12,338			11,566
Occupancy, net		778			754		2,303			2,085
Professional services		326			281		931			759
Data processing		201			192		619			525
Depreciation		199			168		552			519
FDIC assessment		169			172		547			461
Advertising and marketing		154			137		487			488
Stock based compensation		81			283		284			454
Other		347			561		1,131			1,460
Total non-interest expenses		6,402			6,387		19,192			18,317
Income before provision for income taxes		3,064			2,546		8,289			7,500
Provision for income taxes		695			992		2,239			3,034
Net income	$	2,369		$	1,554	$	6,050		$	4,466
Earnings per share:
Basic	$	0.29		$	0.19	$	0.73		$	0.55
Diluted	$	0.27		$	0.18	$	0.69		$	0.52
Weighted average number of common shares outstanding:
Basic		8,261			8,165		8,233			8,134
Diluted		8,761			8,598		8,724			8,569
Dividends declared per common share	$	0.050		$	0.040	$	0.140		$	0.115

	Common Stock				Accumulated Other Comprehensive			Retained			Total Stockholders'
	Shares		Amount		Income (Loss)			Earnings			Equity
	(in thousands)
Balance, December 31, 2017:		8,193	$	42,604	$	25		$	27,441		$	70,070
Net income		—		—		—			6,050			6,050
Exercise of stock options		82		430		—			—			430
Stock based compensation		—		284		—			—			284
Dividends on common stock		—		—		—			(1,152	)		(1,152	)
Other comprehensive income, net		—		—		(125	)		—			(125	)
Impact of ASU 2016-01 and 2018-02 as of January 1, 2018		—		—		(59	)		59			—
Balance, September 30, 2018		8,275	$	43,318	$	(159	)	$	32,398		$	75,557

	Nine Months Ended September 30,
	2018			2017
	(in thousands)
Cash flows from operating activities:
Net income	$	6,050		$	4,466
Adjustments to reconcile net income to cash provided by operating activities:
(Credit) provision for loan losses		(224	)		423
Depreciation		552			519
Stock based compensation		284			454
Deferred income taxes		(466	)		(714	)
Net accretion of discounts and premiums for investment securities		70			65
Losses/(Gains) on:
Sale of repossessed assets, net		62			(150	)
Loans originated for sale and principal collections, net		4,150			2,855
Changes in:
Investment securities held at fair value		12			—
Other assets		(2,464	)		(1,222	)
Other liabilities		2,570			2,338
Servicing assets, net		67			54
Net cash provided by operating activities		10,663			9,088
Cash flows from investing activities:
Principal pay downs and maturities of available-for-sale securities		2,646			2,315
Purchase of available-for-sale securities		—			(9,413	)
Purchase of held-to-maturity securities		(794	)		—
Principal pay downs and maturities of held-to-maturity securities		869			796
Loan originations and principal collections, net		(23,132	)		(94,808	)
Purchase of restricted stock, net		(367	)		(277	)
Purchase of premises and equipment, net		(1,178	)		(1,720	)
Proceeds from sale of other real estate owned and repossessed assets, net		484			303
Net cash used in investing activities		(21,472	)		(102,804	)
Cash flows from financing activities:
Net increase in deposits		20,258			84,918
Net (decrease) increase in borrowings		(6,843	)		26,843
Exercise of stock options		430			347
Cash dividends paid on common stock		(1,152	)		(936	)
Net cash provided by financing activities		12,693			111,172
Net increase cash and cash equivalents		1,884			17,456
Cash and cash equivalents at beginning of year		45,869			34,116
Cash and cash equivalents at end of period	$	47,753		$	51,572
Supplemental disclosure:
Cash paid during the period for:
Interest	$	5,586		$	3,118
Income taxes		2,010			2,380
Non-cash investing and financing activity:
Transfers to other assets acquired through foreclosure, net		174			502

	September 30, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Securities available-for-sale	(in thousands)
U.S. government agency notes	$	12,722	$	—	$	(202	)	$	12,520
U.S. government agency collateralized mortgage obligations ("CMO")		13,336		28		(82	)		13,282
Total	$	26,058	$	28	$	(284	)	$	25,802

Securities held-to-maturity
U.S. government agency mortgage backed securities ("MBS")	$	7,475	$	125	$	(205	)	$	7,395
Total	$	7,475	$	125	$	(205	)	$	7,395

Securities measured at fair value
Equity securities: Farmer Mac class A stock	$	66	$	78	$	—	$	144
Total	$	66	$	78	$	—	$	144


	December 31, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Securities available-for-sale	(in thousands)
U.S. government agency notes	$	14,035	$	35	$	(92	)	$	13,978
U.S. government agency collateralized mortgage obligations ("CMO")		14,641		66		(58	)		14,649
Equity securities: Farmer Mac class A stock		66		90		—			156
Total	$	28,742	$	191	$	(150	)	$	28,783

Securities held-to-maturity
U.S. government agency mortgage backed securities ("MBS")	$	7,565	$	216	$	(110	)	$	7,671
Total	$	7,565	$	216	$	(110	)	$	7,671

	September 30, 2018
	Less than One Year					One to Five Years					Five to Ten Years					Over Ten Years					Total
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Securities available-for-sale	(dollars in thousands)
U.S. government agency notes	$	1,912		2.6	%	$	1,411		2.3	%	$	9,197		2.8	%	$	—		—		$	12,520		2.7	%
U.S. government agency CMO		—		—			2,237		2.3	%		8,158		2.5	%		2,887		3	%		13,282		2.6	%
Total	$	1,912		2.6	%	$	3,648		2.3	%	$	17,355		2.7	%	$	2,887		3.0	%	$	25,802		2.7	%

Securities held-to-maturity
U.S. government agency MBS	$	—		—		$	1,751		4.2	%	$	4,927		3.3	%	$	797		3.6	%	$	7,475		3.6	%
Total	$	—		—		$	1,751		4.2	%	$	4,927		3.3	%	$	797		3.6	%	$	7,475		3.6	%

Securities measured at fair value
Farmer Mac class A stock	$	—		—		$	—		—		$	—		—		$	—		—		$	144		—
Total	$	—		—		$	—		—		$	—		—		$	—		—		$	144		—

	September 30,				December 31,
	2018				2017
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Securities available-for-sale	(in thousands)
Due in one year or less	$	1,997	$	1,912	$	1,997	$	1,967
After one year through five years		3,687		3,648		5,220		5,195
After five years through ten years		17,443		17,355		18,506		18,539
After ten years		2,931		2,887		2,953		2,926
Farmer Mac class A stock		—		—		66		156
Total	$	26,058	$	25,802	$	28,742	$	28,783

Securities held-to-maturity
Due in one year or less	$	—	$	—	$	—	$	—
After one year through five years		1,751		1,837		2,802		2,938
After five years through ten years		4,927		4,775		4,763		4,733
After ten years		797		783		—		—
Total	$	7,475	$	7,395	$	7,565	$	7,671

Securities measured at fair value
Farmer Mac class A stock	$	66	$	144	$	—	$	—
Total	$	66	$	144	$	—	$	—

	September 30, 2018
	Less Than Twelve Months				More Than Twelve Months				Total
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Securities available-for-sale	(in thousands)
U.S. government agency notes	$	113	$	6,185	$	89	$	6,335	$	202	$	12,520
U.S. government agency CMO		30		774		52		2,629		82		3,403
Total	$	143	$	6,959	$	141	$	8,964	$	284	$	15,923

Securities held-to-maturity
U.S. Government-agency MBS	$	31	$	2,504	$	174	$	2,074	$	205	$	4,578
Total	$	31	$	2,504	$	174	$	2,074	$	205	$	4,578

Securities measured at fair value
Farmer Mac class A stock	$	—	$	—	$	—	$	—	$	—	$	—
Total	$	—	$	—	$	—	$	—	$	—	$	—

	September 30, 2018
	Current		30-59 Days Past Due		60-89 Days Past Due		Over 90 Days Past Due		Total Past Due		Nonaccrual		Total		Recorded Investment Over 90 Days and Accruing
	(in thousands)
Manufactured housing	$	239,574	$	144	$	—	$	—	$	144	$	292	$	240,010	$	—
Commercial real estate:
Commercial real estate		258,807		235		—		—		235		107		259,149		—
SBA 504 1st trust deed		24,333		—		—		—		—		—		24,333		—
Land		6,070		—		—		—		—		—		6,070		—
Construction		62,257		1,327		—		—		1,327		—		63,584		—
Commercial		79,141		99		—		—		99		4,088		83,328		—
SBA		5,275		—		—		—		—		856		6,131		—
HELOC		9,244		—		—		—		—		202		9,446		—
Single family real estate		10,946		17		—		25		42		165		11,153		25
Consumer		73		—		—		—		—		—		73		—
Total	$	695,720	$	1,822	$	—	$	25	$	1,847	$	5,710	$	703,277	$	25

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	(in thousands)
Beginning balance	$	8,622		$	7,994		$	8,420		$	7,464
Charge-offs		—			(33	)		(6	)		(203	)
Recoveries		94			192			329			628
Net recoveries		94			159			323			425
Provision (credit)		(197	)		159			(224	)		423
Ending balance	$	8,519		$	8,312		$	8,519		$	8,312

	For the Three Months Ended September 30,
	Manufactured Housing			Commercial Real Estate			Commercial			SBA			HELOC			Single Family Real Estate			Consumer		Total
2018	(in thousands)
Beginning balance	$	2,145		$	5,007		$	1,221		$	57		$	93		$	99		$	—	$	8,622
Charge-offs		—			—			—			—			—			—			—		—
Recoveries		6			—			19			34			35			—			—		94
Net (charge-offs) recoveries		6			—			19			34			35			—			—		94
Provision (credit)		17			(134	)		4			(38	)		(36	)		(10	)		—		(197	)
Ending balance	$	2,168		$	4,873		$	1,244		$	53		$	92		$	89		$	—	$	8,519

2017
Beginning balance	$	2,124		$	4,332		$	1,262		$	91		$	98		$	87		$	—	$	7,994
Charge-offs		—			—			—			—			—			(33	)		—		(33	)
Recoveries		38			—			43			104			7			—			—		192
Net (charge-offs) recoveries		38			—			43			104			7			(33	)		—		159
Provision (credit)		(15	)		359			(100	)		(108	)		(11	)		34			—		159
Ending balance	$	2,147		$	4,691		$	1,205		$	87		$	94		$	88		$	—	$	8,312

	For the Nine Months Ended September 30,
	Manufactured Housing			Commercial Real Estate		Commercial			SBA			HELOC			Single Family Real Estate			Consumer		Total
2018	(in thousands)
Beginning balance	$	2,180		$	4,844	$	1,133		$	73		$	92		$	98		$	—	$	8,420
Charge-offs		(6	)		—		—			—			—			—			—		(6	)
Recoveries		114			15		43			102			54			1			—		329
Net (charge-offs) recoveries		108			15		43			102			54			1			—		323
Provision (credit)		(120	)		14		68			(122	)		(54	)		(10	)		—		(224	)
Ending balance	$	2,168		$	4,873	$	1,244		$	53		$	92		$	89		$	—	$	8,519

2017
Beginning balance	$	2,201		$	3,707	$	1,241		$	106		$	100		$	109		$	—	$	7,464
Charge-offs		(119	)		—		—			(30	)		—			(54	)		—		(203	)
Recoveries		105			227		116			168			11			1			—		628
Net (charge-offs) recoveries		(14	)		227		116			138			11			(53	)		—		425
Provision (credit)		(40	)		757		(152	)		(157	)		(17	)		32			—		423
Ending balance	$	2,147		$	4,691	$	1,205		$	87		$	94		$	88		$	—	$	8,312

	September 30, 2018
	Pass		Special Mention		Substandard		Doubtful		Total
	(in thousands)
Manufactured housing	$	239,459	$	—	$	551	$	—	$	240,010
Commercial real estate:
Commercial real estate		259,042		—		107		—		259,149
SBA 504 1st trust deed		23,854		—		479		—		24,333
Land		6,070		—		—		—		6,070
Construction		62,257		1,327		—		—		63,584
Commercial		75,838		350		5,655		—		81,843
SBA		4,474		44		374		—		4,892
HELOC		9,243		—		203		—		9,446
Single family real estate		10,983		—		170		—		11,153
Consumer		73		—		—		—		73
Total, net		691,293		1,721		7,539		—		700,553
Government guarantee		—		—		2,724		—		2,724
Total	$	691,293	$	1,721	$	10,263	$	—	$	703,277

	For the Three Months Ended September 30, 2018
	Number of Loans		Pre- Modification Recorded Investment		Post Modification Recorded Investment		Balance of Loans with Rate Reduction		Balance of Loans with Term Extension		Effect on Allowance for Loan Losses
	(dollars in thousands)
Manufactured housing		2	$	—	$	166	$	53	$	166	$	3
Total		2	$	—	$	166	$	53	$	166	$	3

	For the Nine Months Ended September 30, 2018
	Number of Loans		Pre- Modification Recorded Investment		Post Modification Recorded Investment		Balance of Loans with Rate Reduction		Balance of Loans with Term Extension		Effect on Allowance for Loan Losses
	(dollars in thousands)
Manufactured housing		12	$	1,047	$	1,213	$	1,100	$	1,213	$	66
Commercial		3		1,781		1,781		—		1,781		—
Total		15	$	2,828	$	2,994	$	1,100	$	2,994	$	66

	Fair Value Measurements at the End of the Reporting Period Using:
September 30, 2018	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
Assets:	(in thousands)
Investment securities available-for-sale	$	144	$	25,802	$	—	$	25,946
Interest only strips		—		—		62		62
Servicing assets		—		—		56		56
	$	144	$	25,802	$	118	$	26,064

	September 30, 2018
	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:	(in thousands)
Cash and cash equivalents	$	47,753	$	47,753	$	—	$	—	$	47,753
FRB and FHLB stock		4,087		—		4,087		—		4,087
Investment securities		33,421		144		33,197		—		33,341
Loans, net		745,222		—		725,139		14,076		739,215
Financial liabilities:
Deposits		719,942		—		701,534		—		701,534
Other borrowings		50,000		—		49,799		—		49,799

	Total Capital (To Risk-Weighted Assets)			Tier 1 Capital (To Risk-Weighted Assets)			Common Equity Tier 1 (To Risk-Weighted Assets)			Leverage Ratio/Tier 1 Capital (To Average Assets)
September 30, 2018
CWB's actual regulatory ratios		10.78	%		9.63	%		9.63	%		8.22	%
Minimum capital requirements		8.00	%		6.00	%		4.50	%		4.00	%
Well-capitalized requirements		10.00	%		8.00	%		6.50	%		5.00	%
Minimum capital requirements including fully-phased in capital conservation buffer (2019)		10.50	%		8.50	%		7.00	%		N/A

Non-interest income	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
In-scope of Topic 606:	(in thousands)
Service charges on deposit accounts	$	95	$	89	$	281	$	248
Exchange fees and other service charges		43		46		142		113
Non-interest income (in-scope of Topic 606)		138		135		423		361
Non-interest income (out-of-scope of Topic 606)		503		581		1,545		1,693
	$	641	$	716	$	1,968	$	2,054

	Three Months Ended September 30,					Increase			Nine Months Ended September 30,					Increase
	2018			2017		(Decrease)			2018			2017		(Decrease)
	(in thousands, except per share amounts)
Consolidated Income Statement Data:
Interest income	$	11,201		$	9,695	$	1,506		$	31,590		$	27,464	$	4,126
Interest expense		2,573			1,319		1,254			6,301			3,278		3,023
Net interest income		8,628			8,376		252			25,289			24,186		1,103
Credit (provision) for loan losses		(197	)		159		(356	)		(224	)		423		(647	)
Net interest income after provision for loan losses		8,825			8,217		608			25,513			23,763		1,750
Non-interest income		641			716		(75	)		1,968			2,054		(86	)
Non-interest expenses		6,402			6,387		15			19,192			18,317		875
Income before income taxes		3,064			2,546		518			8,289			7,500		789
Provision for income taxes		695			992		(297	)		2,239			3,034		(795	)
Net income	$	2,369		$	1,554	$	815		$	6,050		$	4,466	$	1,584
Income per share - basic	$	0.29		$	0.19	$	0.10		$	0.73		$	0.55	$	0.18
Income per share - diluted	$	0.27		$	0.18	$	0.09		$	0.69		$	0.52	$	0.17

	Three Months Ended September 30,								Nine Months Ended September 30,
	2018 versus 2017								2018 versus 2017
	Increase (Decrease) Due to Changes in (1)								Increase (Decrease) Due to Changes in (1)
	Volume			Rate			Total		Volume			Rate			Total
	(in thousands)								(in thousands)
Interest income:
Federal funds sold and interest-earning deposits	$	121		$	31		$	152	$	152		$	104		$	256
Investment securities		(43	)		125			82		(25	)		182			157
Loans, net		660			612			1,272		2,841			872			3,713
Total interest income		738			768			1,506		2,968			1,158			4,126

Interest expense:
Interest-bearing demand deposits		13			310			323		23			599			622
Savings deposits		—			3			3		1			8			9
Time deposits		209			502			711		587			1,171			1,758
Short-term borrowings		142			75			217		356			278			634
Total interest expense		364			890			1,254		967			2,056			3,023
Net increase	$	374		$	(122	)	$	252	$	2,001		$	(898	)	$	1,103

	September 30, 2018		December 31, 2017		Increase (Decrease)			Percent Increase (Decrease)
	(dollars in thousands)
Cash and cash equivalents	$	47,753	$	45,869	$	1,884			4.1	%
Investment securities available-for-sale		25,802		28,783		(2,981	)		(10.4	)%
Investment securities held-to-maturity		7,475		7,565		(90	)		(1.2	)%
Loans - held for sale		50,944		55,094		(4,150	)		(7.5	)%
Loans - held for investment, net		694,278		671,095		23,183			3.5	%
Total assets		854,709		833,315		21,394			2.6	%
Total deposits		719,942		699,684		20,258			2.9	%
Other borrowings		50,000		56,843		(6,843	)		(12.0	)%
Total stockholder's equity		75,557		70,070		5,487			7.8	%

	At September 30, 2018								At December 31, 2017
	Nonaccrual Balance		%			Percent of Total Loans			Nonaccrual Balance		%			Percent of Total Loans
	(dollars in thousands)
Manufactured housing	$	292		5.12	%		0.04	%	$	418		6.11	%		0.06	%
Commercial real estate		107		1.87	%		0.02	%		306		4.47	%		0.04	%
Commercial		4,088		71.59	%		0.58	%		4,786		69.93	%		0.65	%
SBA		856		14.99	%		0.12	%		944		13.79	%		0.13	%
HELOC		202		3.54	%		0.03	%		214		3.13	%		0.03	%
Single family real estate		165		2.89	%		0.02	%		176		2.57	%		0.02	%
Consumer		—		—			—			—		—			—
Total nonaccrual loans	$	5,710		100.00	%		0.81	%	$	6,844		100.00	%		0.93	%

	September 30, 2018
	Number of Loans		Loan Balance (1)		Percent			Percent of Total Loans
	(dollars in thousands)
Manufactured housing		—	$	—		0.00	%		0.00	%
Commercial real estate		2		1,560		55.91	%		0.21	%
Commercial		2		292		10.47	%		0.04	%
SBA		5		933		33.44	%		0.13	%
HELOC		—		—		0.00	%		0.00	%
Single family real estate		1		5		0.18	%		0.00	%
Total		10	$	2,790		100.00	%		0.38	%

Exhibit Number	.

10.47	Employment and Confidentiality Agreement, dated July 23, 2018, among Community West Bank, Community West Bancshares and T. Joseph Stronks.

10.48	Employment and Confidentiality Agreement, dated July 30, 2018, among Community West Bank, Community West Bancshares and Paul S. Ulrich.

10.49	Salary Continuation Agreement, dated September 28, 2018, between Community West Bank and William Filippin.

31.1	Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

31.2	Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

32.1*	Certification of Chief Executive Officer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) or Rule 15d-14(b), promulgated under the Securities Exchange Act of 1934, as Amended, and 18 U.S.C. 1350.




101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase


Date: November 2, 2018	BY:	/s/ Susan C. Thompson
	Susan C. Thompson
	Executive Vice President and Chief Financial Officer

	On Behalf of Registrant and as a Duly Authorized Officer
	and as Principal Financial and Accounting Officer

		T. Joseph Stronks
Date



		Employee Signature





		Martin Plourd, President/CEO

	/s/ Martin E. Plourd
	Martin E. Plourd
	President and Chief Executive Officer
	Community West Bancshares

November 2, 2018

	/s/Martin E. Plourd
	Martin E. Plourd
	President and Chief Executive Officer

	/s/Susan C. Thompson
	Susan C. Thompson
	Executive Vice President and Chief Financial Officer

November 2, 2018