GRANT OF PERFORMANCE SHARES
A. Nicole Sherman is currently Executive Vice President/Director of Retail Banking of AmericanWest Bank (the “Bank”), a
wholly-owned subsidiary of AmericanWest Bancorporation (“AWBC”).
B. Ms. Sherman has performed well on behalf of AWBC and the Bank, and AWBC wishes to incent her to remain with the
Bank and/or AWBC for the near future and reward her for her continued good performance by granting her, in addition to
her regular salary and such other compensation as may be granted her from time to time, performance shares in AWBC
pursuant to the terms and conditions set forth herein.
Effective June 6, 2005, AWBC grants Nicole Sherman Seven Thousand Five Hundred (7,500) shares of AWBC common
stock (the “Performance Shares”) as a Performance Stock award under AWBC’s 2001 Incentive Stock Plan. Ownership in
such Performance Shares shall vest on January 4, 2010 (the “Vesting Date”) only in accordance with the following
(a) Ms. Sherman is continuously employed by the Bank and/or AWBC through January 3, 2010.
(b) For each full calendar year between January 1, 2005 and January 1, 2010 for which AWBC has a Return on Average
Assets of less than one percent (1.0%), twenty percent (20%) of the Performance Shares that otherwise would have
vested on the Vesting Date shall lapse and all of Ms. Sherman’s rights thereto shall thereupon cease.
(c) Except as otherwise provided in Section 2, no rights in any of such Performance Shares, earned or unearned, shall
vest in Ms. Sherman or in anyone claiming by or under her until January 4, 2010, at which time all right, title and
interest in and to all Performance Shares earned pursuant to the conditions set forth in this Grant shall vest in Ms.
(d) Notwithstanding any other provision of this Section 1, and except as otherwise provided in Section 2, all of Ms.
Sherman’s rights to vesting in the Performance Shares shal