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): JANUARY 1, 2007
Commission File Number: 000-23575
COMMUNITY WEST BANCSHARES
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(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 77-0446957
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(State or other jurisdiction) (I.R.S. Employer Identification No.)
of incorporation or organization)
445 PINE AVENUE, GOLETA, CALIFORNIA 93117
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(Address of Principal Executive Offices) (Zip Code)
(805) 692-5821
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(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Item 5.02(e)
Effective as of January 1, 2007, the Company entered into an employment
agreement (the "Agreement") with Lynda J. Nahra, its President and Chief
Executive 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. For 2007, Ms. Nahra's annual base
salary is $225,000. Future increases are at the discretion of the Board of
Directors. Ms. Nahra has a deferred compensation account established and
maintained at Community West Bank ("CWB") for her benefit. To this account, the
Company credited $50,000 on December 31, 2006 and will credit an additional
$50,000 on March 31, 2007. In addition, $2,000 per month will also be credited
to this account during the term of Ms. Nahra's employment. Monthly interest
credits will be earned throughout the term of the Agreement at the then-current
CWB six-month certificate of deposit rate. No funds in this account will vest
prior to the date Ms. Nahra attains age 65, and normal payments would not
commence until such time as Ms. Nahra attains age 66, whether or not she is
employed by the Company. In the event of a change of control, Ms. Nahra will
vest 50% of the account balance.
The Agreement specifies that, in the event of termination without cause,
she 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 she is terminated within one year
following such event, she would be entitled to one year base salary.
The Agreement provides that Ms. Nahra will be granted options covering
5,000 shares of the Company's common stock in each of 2007, 2008 and 2009.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01(d) Exhibits.
The following Exhibit is filed with this Form 8-K:
10.1 Employment Agreement, dated January 1, 2007, between Community West
Bancshares and Lynda J. Nahra.
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.
Date: February 27, 2007 COMMUNITY WEST BANCSHARES
By: /s/Charles G. Baltuskonis
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Charles G. Baltuskonis
Executive Vice President and
Chief Financial Officer