-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QeZkrMQw5SkSjFkFFvrevPJqr2eQbU9m4AfEAM5CUIInCoIZ7mzbUo+IVYztkeWk ScLFrts5sqI9/zK2wk55Tw== 0001140361-10-013914.txt : 20100329 0001140361-10-013914.hdr.sgml : 20100329 20100329103802 ACCESSION NUMBER: 0001140361-10-013914 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20091231 FILED AS OF DATE: 20100329 DATE AS OF CHANGE: 20100329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY WEST BANCSHARES / CENTRAL INDEX KEY: 0001051343 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 770446957 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23575 FILM NUMBER: 10709560 BUSINESS ADDRESS: STREET 1: 445 PINE AVE CITY: GOLETA STATE: CA ZIP: 93117 BUSINESS PHONE: 8056921862 MAIL ADDRESS: STREET 1: 445 PINE AVE CITY: GOLETA STATE: CA ZIP: 93117 10-K/A 1 form10ka.htm COMMUNITY WEST BANCSHARES 10-KA 12-31-2009 form10ka.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A

Amendment No. 1
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
Commission File Number: 000-23575
 
COMMUNITY WEST BANCSHARES
(Exact name of registrant as specified in its charter)
 
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)
 
(805) 692-5821
(Registrant’s telephone number, including area code)
 
Securities registered under Section 12(b) of the Exchange Act:
 
Title of each class
Name of each exchange on which registered
Common Stock, No Par Value
Nasdaq Global Market

Securities registered under Section 12(g) of the Exchange Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes £ No T
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes £ No T
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes T No £
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ No £
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer £
Accelerated filer £
   
Non-accelerated filer (Do not check if smaller reporting company) £
Smaller reporting company T
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes £ No T
 
The aggregate market value of common stock, held by non-affiliates of the registrant as of June 30, 2009, was $7,304,531 based on a closing price of $2.10 for the common stock, as reported on the Nasdaq Global Market.  For purposes of the foregoing computation, all executive officers, directors and 5 percent beneficial owners of the registrant are deemed to be affiliates.  Such determination should not be deemed to be an admission that such executive officers, directors or 5 percent beneficial owners are, in fact, affiliates of the registrant.
 
As of March 25, 2010, 5,915,130 shares of the registrant’s common stock were outstanding.
 


 
 

 
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the 2010 Annual Meeting of Shareholders to be held on or about May 27, 2010 are incorporated by reference into Part III of this Report.  The proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the registrant's fiscal year ended December 31, 2009.

 
2

 

Explanatory Note

Community West Bancshares (“us,” “we,” “our,” “the Company, “or “Community West”) hereby amends our Form 10-K Annual Report (the “Annual Report”) for the year ended December 31, 2009 filed with the Securities and Exchange Commission on March 26, 2010 to file the Certification of Principal Executive Officer Pursuant to Section III(b)(4) of the Emergency Economic Stabilization Act of 2008 and the Certification of Principal Financial Officer Pursuant to Section III(b)(4) of the Emergency Economic Stabilization Act of 2008 as exhibits 99.1 and Exhibit 99.2, respectively.  We are also revising our exhibit list to include these exhibits.

This Amendment No. 1 only revises, amends and restates the specific portions of the Annual Report identified herein, and no other information in the Annual Report is amended hereby.  Furthermore, neither this Amendment No. 1, nor any other portion of the Annual Report, has been updated to reflect other events occurring after the original date of the Annual Report or to modify or update those disclosures affected by subsequent events.

 
PART IV

ITEM 15.             EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

(a)(3) Exhibits. The following is a list of exhibits filed as a part of this Annual Report.

3.1
Articles of Incorporation (3)
 
3.2
Amended and Restated Articles of Incorporation (11)
 
3.3
Bylaws (3)
 
3.4
Certificate of Amendment of Bylaws (11)
 
3.5
Certificate of Determination of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (11)
 
4.1
Common Stock Certificate (2)
 
4.2
Warrant to Purchase 521,158 shares of Common Stock, dated December 19, 2008, issued to the United States Department of the Treasury (12)
 
10.1*
1997 Stock Option Plan and Form of Stock Option Agreement (1)
 
10.3*
Salary Continuation Agreement between Goleta National Bank and Llewellyn Stone, President and CEO (3)
 
10.9
Indemnification Agreement between the Company and Lynda Nahra, dated December 20, 2001 (4)
 
10.17
Indemnification Agreement between the Company and Charles G. Baltuskonis, dated March 18, 2003 (5)
 
10.21
Assistant Secretary’s Certificate of Adoption of Amendment No. 1 to Community West Bancshares 1997 Stock Option Plan (6)
 
10.22*
Community West Bancshares 2006 Stock Option Plan (7)
 
10.23*
Community West Bancshares 2006 Stock Option Plan form of Stock Option Agreement (7)
 
10.24*
Employment and Confidentiality Agreement date January 1, 2007 among Community West Bank, Community West Bancshares and Lynda J. Nahra (8)
 
10.25*
Employment and Confidentiality Agreement date July 1, 2007 among Community West Bank, Community West Bancshares and Charles G. Baltuskonis (9)
 
10.27*
Employment and Confidentiality Agreement, dated September 5, 2008, among Community West Bank, Community West Bancshares and Richard M. Favor (10)
 
10.28
Letter Agreement, dated December 19, 2008, between Community West Bancshares and the United States Department of the Treasury, and the Securities Purchase Agreement - Standard Terms attached thereto and incorporated therein (12)
 
10.29
Letter Agreement, dated December 19, 2008, between Community West Bancshares and the United States Department of the Treasury regarding the Number of Director Positions (12)
 
 
3

 

10.30*
Agreement, dated December 19, 2008, between Community West Bancshares and Lynda Nahra regarding modifications to Benefit Plans (12)
 
10.31*
Agreement, dated December 19, 2008, between Community West Bancshares and Charles Baltuskonis regarding modifications to Benefit Plans (12)
 
10.32*
Agreement, dated December 19, 2008, between Community West Bancshares and Richard Favor regarding modifications to Benefit Plans (12)
 
10.33
Waiver of Lynda Nahra, dated December 19, 2008, waiving claims against Community West Bancshares and the United States Department of the Treasury as a result of modifications to Benefit Plans (12)
 
10.34
Waiver of Charles Baltuskonis, dated December 19, 2008, waiving claims against Community West Bancshares and the United States Department of the Treasury as a result of modifications to Benefit Plans (12)
 
10.35
Waiver of Richard Favor, dated December 19, 2008, waiving claims against Community West Bancshares and the United States Department of the Treasury as a result of modifications to Benefit Plans (12)
 
21
Subsidiaries of the Registrant (7)
 
23.1
Consent of Ernst & Young LLP **
 
Certification of the Chief Executive Officer ***
 
Certification of the Chief Financial Officer ***
 
Certification pursuant to 18 U.S.C. Section 1350 ***
 
Certification of Principal Executive Officer Pursuant to Section III(b)(4) of the Emergency Economic Stabilization Act of 2008 ***
 
Certification of Principal Financial Officer Pursuant to Section III(b)(4) of the Emergency Economic Stabilization Act of 2008 ***
 

 
(1)
Incorporated by reference from the Registrant's Registration Statement on Form S-8 filed with the Commission on December 31, 1997.
 
 
(2)
Incorporated by reference from the Registrant's Amendment to Registration Statement on Form 8-A filed with the Commission on March 12, 1998.
 
 
(3)
Incorporated by reference from the Registrant's Annual Report on Form 10-K filed with the Commission on March 26, 1998.
 
 
(4)
Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001 filed by the Registrant with the Commission on April 16, 2002.

 
(5)
Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Commission on March 31, 2003.

 
(6)
Incorporated by reference from the Registrant’s Registration Statement on Form S-8 (File No 333-129898) filed with the Commission on November 22, 2005.

 
(7)
Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Commission on March 26, 2007.

 
(8)
Incorporated by reference from the Registrant’s Form 8-K filed with the Commission on February 28, 2007

 
(9)
Incorporated by reference from the Registrant’s Form 8-K filed with the Commission on July 2, 2007

 
(10)
Incorporated by reference from Registrant’s Form 8-K filed with the Commission on September 10, 2008

 
4

 

 
(11)
Incorporated by reference from the Registrant’s Form 8-K filed with the Commission on December 18, 2008

 
(12)
Incorporated by reference from the Registrant’s Form 8-K filed with the Commission on December 24, 2008

 
*
Indicates a management contract or compensatory plan or arrangement.

 
**
Previously filed as an exhibit to the Registrant’s Form 10-K filed with the Commission on March 26, 2010.

 
***
Filed herewith.

 
5

 

SIGNATURES
 

Pursuant to the requirements of Section 13 of 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
COMMUNITY WEST BANCSHARES
 
(Registrant)
     
Date: March 26, 2010
By:
/s/ William R. Peeples
   
William R. Peeples
   
Chairman of the Board

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature
 
Title
 
Date
         
/s/ William R. Peeples
 
Director and
 
March 26, 2010
William R. Peeples
 
Chairman of the Board
   
         
/s/ Charles G. Baltuskonis
 
Executive Vice President and
 
March 26, 2010
Charles G. Baltuskonis
 
Chief Financial Officer
(Principal Financial and Accounting Officer)
   
         
/s/ Robert H. Bartlein
 
Director
 
March 26, 2010
Robert H. Bartlein
       
         
/s/ Jean W. Blois
 
Director
 
March 26, 2010
Jean W. Blois
       
         
/s/ John D. Illgen
 
Director and Secretary
 
March 26, 2010
John D. Illgen
  of the Board  
 
         
/s/ Lynda J. Nahra
 
Director, President and
 
March 26, 2010
Lynda J. Nahra
 
Chief Executive Officer
(Principal Executive Officer)
   
         
/s/ James R. Sims Jr.
 
Director
 
March 26, 2010
James R. Sims Jr.
       
         
/s/ Kirk B. Stovesand
 
Director
 
March 26, 2010
Kirk B. Stovesand
       
         
/s/ C. Richard Whiston
 
Director
 
March 26, 2010
C Richard Whiston
       
 
 
6

EX-31.1 2 ex31_1.htm EXHIBIT 31.1 ex31_1.htm

Exhibit 31.1
CERTIFICATION
 
I, Lynda J. Nahra, President and Chief Executive Officer of Community West Bancshares, a California corporation, certify that:

 
1.
I have reviewed the annual report on Form 10-K/A, Amendment No. 1,of Community West Bancshares;

 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

 
a.
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and

 
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
/s/ Lynda J. Nahra
 
 
Lynda J. Nahra
 
President and Chief Executive Officer
 
March 26, 2010
 
 

EX-31.2 3 ex31_2.htm EXHIBIT 31.2 ex31_2.htm

Exhibit 31.2
CERTIFICATION
 
I, Charles G. Baltuskonis, Executive Vice President and Chief Financial Officer of Community West Bancshares, a California corporation, certify that:

 
1.
I have reviewed the annual report on Form 10-K/A, Amendment No. 1,of Community West Bancshares;

 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

 
a.
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and

 
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 
c)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
d)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
/s/ Charles G. Baltuskonis
 
 
Charles G. Baltuskonis
 
Executive Vice President and Chief Financial Officer
 
March 26, 2010
 
 

EX-32.1 4 ex32_1.htm EXHIBIT 32.1 ex32_1.htm

Exhibit 32.1
 
Certification pursuant to 18 U.S.C. Section 1350,
As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
In connection with the filing of the Annual Report on Form 10-K/A, Amendment No. 1,for the year ended December 31, 2009 (“Report”) by Community West Bancshares (“Registrant”), each of the undersigned hereby certifies that:

 
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended and

 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of and for the periods presented in the Report.

 
/s/
Lynda J. Nahra
 
 
 
Lynda J. Nahra
 
 
President and Chief Executive Officer
 
 
 
 
/s/
Charles G. Baltuskonis
 
 
 
Charles G. Baltuskonis
 
 
Executive Vice President and Chief Financial Officer
 
March 26, 2010
 
A signed original of this written statement required by Section 906 has been provided to Community West Bancshares and will be furnished to the Securities and Exchange Commission or its staff upon request.
 
 

EX-99.1 5 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

EXHIBIT 99.1

Certification of Principal Executive Officer Pursuant to Section III(b)(4)
of the Emergency Economic Stabilization Act of 2008

I,  Lynda J. Nahra, certify, based on my knowledge, that:
 
(i)
The compensation committee of Community West Bancshares has discussed, reviewed, and evaluated with senior risk officers at least every six months during any part of the most recently completed fiscal year of Community West Bancshares that was a TARP period, senior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to Community West Bancshares;

(ii)
The compensation committee of Community West Bancshares has identified and limited during any part of the most recently completed fiscal year that was a TARP period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Community West Bancshares and has identified any features of the employee compensation plans that pose risks to Community West Bancshares and has limited those features to ensure that Community West Bancshares is not unnecessarily exposed to risks;

(iii)
The compensation committee of Community West Bancshares has reviewed, at least every six months during any part of the most recently completed fiscal year that was a TARP period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Community West Bancshares to enhance the compensation of an employee, and has limited any such features;

(iv)
The compensation committee of Community West Bancshares will certify to the Treasury to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;

(v)
The compensation committee of Community West Bancshares will provide a narrative description to the Treasury of how it limited during any part of the most recently completed fiscal year that was a TARP period the features in

 
(A)
SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Community West Bancshares;

 
(B)
Employee compensation plans that unnecessarily expose Community West Bancshares to risks; and

 
(C)
Employee compensation plans that could encourage the manipulation of reported earnings of Community West Bancshares to enhance the compensation of an employee;

(vi)
Community West Bancshares has required that bonus payments to SEOs or any of the next twenty most highly compensated employees, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), be subject to a recovery or “clawback” provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria;

(vii)
Community West Bancshares has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to a SEO or any of the next five most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;

(viii)
Community West Bancshares has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during any part of the most recently completed fiscal year that was a TARP period;

(ix)
Community West Bancshares and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA, during any part of the most recently completed fiscal year that was a TARP period; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved;

 
1

 

(x)
Community West Bancshares will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during any part of the most recently completed fiscal year that was a TARP period;

(xi)
Community West Bancshares will disclose the amount, nature, and justification for the offering, during any part of the most recently completed fiscal year that was a TARP period, of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii);

(xii)
Community West Bancshares will disclose whether Community West Bancshares, the board of directors of Community West Bancshares, or the compensation committee of the board of directors of Community West Bancshares has engaged during any part of the most recently completed fiscal year that was a TARP period a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;

(xiii)
Community West Bancshares has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;

(xiv)
Community West Bancshares has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Community West Bancshares and Treasury, including any amendments;

(xv)
Community West Bancshares has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and

(xvi)
I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example 18 U.S.C. 1001).

Date: March 26, 2010
 
   
 
/s/ Lynda J. Nahra
 
Lynda J. Nahra
 
President and Chief Executive Officer
 
 
2

EX-99.2 6 ex99_2.htm EXHIBIT 99.2 ex99_2.htm

EXHIBIT 99.2
 
Certification of Principal Financial Officer Pursuant to Section III(b)(4)
of the Emergency Economic Stabilization Act of 2008

I, Charles G. Baltuskonis, certify, based on my knowledge, that:
 
(i)
The compensation committee of Community West Bancshares has discussed, reviewed, and evaluated with senior risk officers at least every six months during any part of the most recently completed fiscal year of Community West Bancshares that was a TARP period, senior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to Community West Bancshares;

(ii)
The compensation committee of Community West Bancshares has identified and limited during any part of the most recently completed fiscal year that was a TARP period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Community West Bancshares and has identified any features of the employee compensation plans that pose risks to Community West Bancshares and has limited those features to ensure that Community West Bancshares is not unnecessarily exposed to risks;

(iii)
The compensation committee of Community West Bancshares has reviewed, at least every six months during any part of the most recently completed fiscal year that was a TARP period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Community West Bancshares to enhance the compensation of an employee, and has limited any such features;

(iv)
The compensation committee of Community West Bancshares will certify to the Treasury to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;

(v)
The compensation committee of Community West Bancshares will provide a narrative description to the Treasury of how it limited during any part of the most recently completed fiscal year that was a TARP period the features in

 
(A)
SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Community West Bancshares;

 
(B)
Employee compensation plans that unnecessarily expose Community West Bancshares to risks; and

 
(C)
Employee compensation plans that could encourage the manipulation of reported earnings of Community West Bancshares to enhance the compensation of an employee;

(vi)
Community West Bancshares has required that bonus payments to SEOs or any of the next twenty most highly compensated employees, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), be subject to a recovery or “clawback” provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria;

(vii)
Community West Bancshares has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to a SEO or any of the next five most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;

(viii)
Community West Bancshares has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during any part of the most recently completed fiscal year that was a TARP period;
 
(ix)
Community West Bancshares and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA, during any part of the most recently completed fiscal year that was a TARP period; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved;
 
(x)
Community West Bancshares will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during any part of the most recently completed fiscal year that was a TARP period;

(xi)
Community West Bancshares will disclose the amount, nature, and justification for the offering, during any part of the most recently completed fiscal year that was a TARP period, of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii);

 
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(xii)
Community West Bancshares will disclose whether Community West Bancshares, the board of directors of Community West Bancshares, or the compensation committee of the board of directors of Community West Bancshares has engaged during any part of the most recently completed fiscal year that was a TARP period a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;

(xiii)
Community West Bancshares has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;

(xiv)
Community West Bancshares has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Community West Bancshares and Treasury, including any amendments;

(xv)
Community West Bancshares has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and

(xvi)
I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example 18 U.S.C. 1001).
 
Date: March 26, 2010
 
   
 
/s/  Charles G. Baltuskonis
 
Charles G. Baltuskonis
 
Executive Vice President and Chief Financial Officer
 
 
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