form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT
OF 1934
Date of
Report (Date of earliest event reported): September 10,
2008
Commission
File Number: 000-23575
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COMMUNITY
WEST BANCSHARES
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(Exact
Name of Registrant as Specified in Its
Charter)
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California
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77-0446957
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(State
or other jurisdiction)
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(I.R.S.
Employer Identification No.) of incorporation or
organization)
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445
Pine Avenue, Goleta, California
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93117
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(805)
692-5821
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(Registrant’s
Telephone Number, Including Area
Code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Item
502(e)
Effective
as of September 5, 2008, the Company entered into an employment agreement (the
“Agreement”) with Richard M. Favor, its Executive Vice President and Chief
Credit Officer. The following summary of the agreement is qualified
in its entirety by the full text of the Agreement, which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
The
Agreement carries a 3-year term. Effective September 1, 2008, Mr.
Favor’s annual base salary is $175,000. Future increases are at the
discretion of the CEO. Mr. Favor has a deferred compensation account
established and maintained at Community West Bank (“CWB”) for his
benefit. To this account, the Company credited $33,500 on the
effective date of this agreement and will credit an additional $33,500 on March
31, 2009. In addition, $1,340 per month will also be credited to this
account during the term of Mr. Favor’s employment. Monthly interest
credits will be earned throughout the term of this Agreement at the then-current
CWB six-month certificate of deposit rate. No funds in this
account will vest prior to the date Mr. Favor attains age 65, and normal
payments would not commence until such time as Mr. Favor attains age 66, whether
or not he is employed by the Company. In the event of a change of
control, Mr. Favor will vest 50% of the account balance.
The
agreement specifies that, in the event of termination without cause, he would
continue to receive salary and benefits plus deferred compensation for a period
of three months. Also, the Agreement contains a change of control (as
defined in the Agreement) clause whereby, if he is terminated within one year
following such event, he would be entitled to one year base salary.
The
agreement provides that Mr. Favor will be granted options covering 3,750 shares
of the Company’s common stock in each of 2009 and 2010.
Item
9.01 Financial Statements and Exhibits.
Item
9.01(d) Exhibits.
The
following Exhibit is filed with this Form 8-K:
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Employment
and Confidentiality Agreement, Community West Bank, Chief Credit
Officer
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SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date: September
10, 2008
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COMMUNITY
WEST BANCSHARES
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By:
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/s/
Charles G. Baltuskonis |
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Charles
G. Baltuskonis
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Executive
Vice President and
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Chief
Financial Officer
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