GRANT OF PERFORMANCE SHARES
A. Rick Shamberger is currently Executive Vice President/Chief Credit Officer of AmericanWest Bank (the “Bank”), a wholly-
owned subsidiary of AmericanWest Bancorporation (“AWBC”).
B. Mr. Shamberger has performed well on behalf of AWBC and the Bank, and AWBC wishes to incent him to remain with the
Bank and/or AWBC for the near future and reward him for his continued good performance by granting him, in addition to
his regular salary and such other compensation as may be granted him from time to time, performance shares in AWBC
pursuant to the terms and conditions set forth herein.
Effective June 6, 2005, AWBC grants Rick Shamberger 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 2, 2010 (the “Vesting Date”) only in accordance with the following
(a) Mr. Shamberger is continuously employed by the Bank and/or AWBC through December 31, 2009.
(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 Mr. Shamberger’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 Mr. Shamberger or in anyone claiming by or under him until January 2, 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 Mr.
(d) Notwithstanding any other provision of this Section 1, and except as otherwise provided in Section 2, all of Mr.
Shamberger’s rights to vesting in the Perform