form8-k.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): July 1,
2007
Commission
File Number: 000-23575
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) of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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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):
£ 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 July 1, 2007, the Company entered into an employment agreement
(“Agreement”) with Charles G. Baltuskonis, its Executive Vice President and
Chief Financial 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 10.2 and is incorporated herein by reference.
The
Agreement carries a 3-year term. For 2007, Mr. Baltuskonis’ annual
base salary is $181,440. Future increases are at the discretion of
the Board of Directors. Mr. Baltuskonis has a deferred compensation
account established and maintained at Community West Bank (“CWB”) for his
benefit. To this account, the Company credited $40,000 on July 1,
2007 and will credit an additional $40,000 on December 31, 2007. In
addition, $1,600 per month will also be credited to this account during the
term
of Mr. Baltuskonis’ 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 Mr. Baltuskonis attains age 65, and normal payments would not
commence until such time as Mr. Baltuskonis attains age 66, whether or not
he is
employed by the Company. In the event of a change of control, Mr.
Baltuskonis 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. Baltuskonis will be granted options covering 3,750
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:
10.2
Employment Agreement, dated July 1, 2007, between Community West Bancshares
and
Charles G. Baltuskonis.
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:
July 2, 2007
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COMMUNITY
WEST BANCSHARES
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By:
/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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