RESTRICTED STOCK UNIT AGREEMENT
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the Grant Date indicated below
pursuant to the terms of the 2006 Equity Incentive Plan (the “Plan”) of AmericanWest Bancorporation (the “Company”) by and
between the Company and the person named below as the Participant.
The Company hereby awards to the Participant and the Participant accepts the right to receive shares of the Company’s
Common Stock (“Stock”) on the Settlement Date to the extent Units are vested in accordance with the terms hereof. This Award
(“Award”) is being made as part of the Participant’s compensation package without the payment of any consideration other
than the Participant’s services as an employee. This Agreement satisfies and supersedes the provisions in the Participant’s
employment agreement with the Company with respect to the initial grant of Performance Shares.
The terms and conditions of this Award are set forth on the following pages of this Agreement subject to the terms and
conditions of the Plan.
Restricted Stock Unit Award
Terms and Conditions
Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings as defined in the Plan.
1.1. “ Agreement ” shall have the meaning given on page 1 hereof.
1.2. “ Award ” means this Restricted Stock Unit Award.
1.3. “ Cause ” means the definition of “Cause” given in any employment agreement the Participant has with the Company
or a Subsidiary or, if no such definition exists, the occurrence of any one or more of the following:
(a) Participant’s willful misfeasance or gross negligence in the performance of Participant’s duties;
(b) Participant’s conviction of a crime in connection with Participant’s duties;
(c) Participant’s conduct that is demonstrably and significantly harmful to the Company or a Subsidiary as reasonably
determined by the Board of Directors on advice from legal counsel; or
(d) Participant cannot qualify f