GRANT OF PERFORMANCE SHARES
A. Diane Kelleher is Executive Vice President/Chief Financial Officer of AmericanWest Bancorporation (“AWBC”) and its
wholly-owned subsidiary, AmericanWest Bank (the “Bank”).
B. AWBC wishes to incent Ms. Kelleher to remain with the Bank and/or AWBC for the near future and reward her for 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 Diane Kelleher 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 June 6, 2010 (the “Vesting Date”) only in accordance with the following conditions:
(a) Ms. Kelleher is continuously employed by the Bank and/or AWBC through June 5, 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. Kelleher’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. Kelleher or in anyone claiming by or under her until June 6, 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. Kelleher.
(d) Notwithstanding any other provision of this Section 1, and except as otherwise provided in Section 2, all of Ms.
Kelleher’s rights to vesting in the Performance Shares shall cease upon the termination of her service for any reason
as an employee from both the