AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (“ Amendment No. 2 ”) is entered into as of the 28 th day of
July, 2008 (the “ Effective Date ”), and amends that certain EMPLOYMENT AGREEMENT dated as of January 28, 2005 as
previously amended by that certain Amendment No. 1 to Employment Agreement dated as of December 31, 2006 (collectively,
the “ Employment Agreement ”) by and between AmericanWest Bank, a Washington state-chartered bank (“ Employer ”), and
Nicole Sherman (“ Executive ”).
SECTION 1. A new Section 18 is hereby added to the Employment Agreement, to read as follows:
18. Separation Agreement . Receipt of any benefits on termination of employment (“Severance Benefit”) as set forth in
Section 11 is conditioned on Executive having executed the Separation Agreement in substantially the form attached
hereto as Exhibit A and the revocation period having expired without Executive having revoked the Separation Agreement.
Receipt and continued receipt of the Severance Benefit is further conditioned on Executive not being in violation of this
Agreement or the Separation Agreement.
SECTION 2. No change is intended by this Amendment No. 2 to the present compensation of Executive. Except as
amended and modified by this Amendment No. 2, the Employment Agreement, as hereby amended and supplemented, shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
RELEASE OF CLAIMS
This is a confidential agreement between you, Nicole Sherman, and us, AmericanWest Bancorporation and AmericanWest
Bank. This Release of Claims is dated for reference purposes , 20__, which is the date we delivered this Release of
Claims to you for your consideration. For purposes of this Release of Claims, AmericanWest Bancorporation together with each
of its subsidiaries or affiliates is referred to as “AWBC.”
1. Termination o