**Exhibit 10.21**

 

**EMPLOYMENT AGREEMENT**

 

This Employment Agreement (“*Agreement*”) is entered into and effective (subject to regulatory approval) as of May 23, 2005 (the “*EffectiveDate*”) by and between AmericanWest Bank, a Washington state-chartered bank (the “*Bank*”), and Greg Hansen (“*Executive*”). 

 

**RECITALS**

 

WHEREAS, Bank desires to employ Executive, and Executive desires to accept employment, as the Executive Vice President/Director of Commercial Lending of Bank; and

 

WHEREAS, Bank and Executive each desire to formalize the employmentrelationship by entering into this Employment Agreement; 

 

NOW, THEREFORE, inconsideration of the mutual promises set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

 

**AGREEMENT**

 

The parties agree as follows: 

 

1. **Definitions; Construction.** Defined terms used in this Agreement are capitalized and, where not expressly defined in a separate section ofthis Agreement, are defined as set forth in *Section 16*. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or“Sections” refer to the corresponding Section or Sections of this Agreement. 

 

2. **Employment; Title.** Bank hereby employs Executive, and Executive hereby accepts employment with Bank, upon the terms and conditions set forth in this Agreement. Executive’s title shall be“Executive Vice President/Director of Commercial Lending” of the Bank. 

 

3. **Term of Employment.**The term of this Agreement (“*Term*”) is two years, commencing on the Effective Date. Unless earlier terminated pursuant to the provisions hereof, this Agreementshall be automatically renewed for successive two-year terms unless either party gives written notice of non-renewal to the other not less than six (6) months prior to the end of the Term. If this Agreement is not renewed or the parties do not enterinto a new employment agreement at the end of the Term, then at that time, to the extent Executive remains employed by Bank, (i) Executive shall be deemed an at-will employee of Bank, (ii) Executive shall cease to have any right to continuedemployment under this Agreement, and (iii) upon termination of his employment, Executive shall only be entitled to receive the salary and bonuses earned and reimbursable expenses incurred through the date of such termination, together with suchother benefits such as, by way of example but not limited to, Performance Stock awards and/or Stock Options issued to Executive, consistent with the terms of any such issuance; provided, however, that *paragraphs (b) and (c) ofSection 11* of this Agreement shall survive this Agreement in the event of written notice of non-renewal by Bank without Cause such that Executive’s rights and 

Bank’s obligations thereunder shall continue with respect to any subsequent termination of Executive’s employment with Bank as described therein.

 

4. **Duties.** Executive will report directly to thePresident and Chief Executive Officer, and will perform and discharge well and faithfully the duties that may be assigned to him from time to time by the Chief Executive Officer in connection with the conduct of Bank’s business. Executive willconduct himself so as to maintain and increase the goodwill and reputation of Bank and its business and abide by all codes of ethics or other professional duties applicable to Executive. In his capacity as Executive Vice President/Director ofCommercial Lending, Executive shall perform the customary duties of Executive Vice President/Director of Commercial Lending of a Washington commercial bank, including but not limited to: 

 

(a) Direct, manage and supervise the commercial lending operations of the Bank; 

 

(b) Approve/reject loans within Executive’s lendingauthority and recommend on loans in excess of lending authority; 

 

(c) Initiate, develop and monitor implementation of the Bank’s commercial lending policies and procedures; 

 

(d) Maintain a good relationship with Bank’s Board, management and shareholders; 

 

(e) Coordinate with other executive officers in thedevelopment of strategic plans and objectives for the Bank; 

 

and such otherduties as are set forth in Executive’s job description or as may be assigned from time to time by Bank’s Board or Chief Executive Officer. 

 

5. **Extent of Service.** Executive shall devote his entire business time, attention and energies to the business of Bank. The foregoing,however, shall not preclude Executive from engaging in appropriate civic, charitable or religious activities or from devoting a reasonable amount of time to private investments (subject to the limitations of *Section 13*) or from serving on theboards of directors of other entities, as long as such activities and services do not interfere or conflict with his responsibilities to Bank. 

 

6. **Compensation.**

 

(a) Salary. Bank shall pay Executive a base salary at the annual rate of $150,000 payable in accordance with the standard payrollprocedures of Bank but not less than monthly. Executive’s base salary may be increased annually, taking into consideration Executive’s performance for the most recent performance period and other relevant factors. 

 

(b) Incentive Programs. Executive shall be entitledto participate in any annual and longer-term incentive programs that are adopted by Bank and that cover employees in positions comparable to that of Executive; provided, that for the year 2005 Executive will be 

 

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paid a bonus in an amount not less than $35,000, such bonus to be paid to Executive on or before February 1, 2006. 

 

(c) Signing Bonus. On June 1, 2005, Bank will payExecutive a Signing Bonus in the amount of $25,000 in consideration of executing this Agreement. 

 

(d) Performance Stock Awards and Stock Options. 

 

(i) Discretionary Performance Shares. Bank may from time to time grant Executive, as a PerformanceStock award, shares of common stock (the “*Discretionary Performance Shares*”) of Bank’s parent holding company, AmericanWest Bancorporation, as Bank, at Bank’s sole discretion, may see fit. Any such DiscretionaryPerformance Shares shall vest in accordance with the terms of the grant thereof, except that the provisions for immediate vesting thereof set forth in *subparagraphs (b)(1)(v) and (c)(1)(iv) of Section 11* of this Agreement shall applyto any such Discretionary Performance Shares. 

 

(ii) Bank may from time to time grant Executive stock options to purchase shares of common stock (the “*Stock Options*”) of Bank’s parent holding company, AmericanWest Bancorporation, at the closing price of such commonstock on the date of grant as Bank, at Bank’s sole discretion, may see fit. Any such grant shall be evidenced by a separate stock option agreement and shall become exercisable (i.e., vest) in accordance with the terms of such stock optionagreement, except that the provisions for immediate vesting thereof set forth in *subparagraphs (b)(1)(v) and (c)(1)(iv) of Section 11* of this Agreement shall apply to any such Stock Options. All such Stock Options shall be“incentive stock options” within the meaning of the Code. 

 

(e) Expenses. Executive shall be entitled to prompt reimbursement of all reasonable business expenses incurred by him in the performance of his duties during the Term, subject to the timely presentment ofappropriate vouchers and receipts in accordance with Bank’s policies. Bank shall reimburse Executive for his monthly membership dues at the Spokane Country Club as part of his expense reimbursement. 

 

(f) Deferred Compensation. Executive may, at hisoption, defer income from all or part of his base salary and bonuses through a Deferred Compensation Plan that is acceptable to Bank, which acceptance shall not be unreasonably withheld. 

 

7. **Employee Benefits.** Executive shall be entitled to participate in employee benefit plans or programs(including but not limited to retirement plans) of Bank, if any, to the extent that his position, tenure, salary, age, health and other qualifications make him eligible to participate, subject to the rules and regulations applicable thereto. Inaddition, Bank shall pay Executive a car allowance of $600 per month, payable semi-monthly, as a fixed allowance for use of his personal automobile. Bank shall have no duty under this Agreement to give Executive any additional compensation to coverlife insurance premiums or to maintain any life insurance on Executive’s life. 

 

8. **Vacation.** Executive shall be entitled to vacation of four (4) weeks per year, at full salary, at the discretion of Executive and as time allows, so long as it is reasonable and does not jeopardize hisresponsibilities; provided, that at least once each year Executive must be 

 

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absent from his duties with Bank for a period of at least ten (10) consecutive business days, all or any portion of which may be vacation leave. The lengthof vacation at any one time should not exceed two (2) weeks without the approval of the President and Chief Executive Officer. 

 

9. **Surety Bond.** Executive agrees to furnish all information and take any other steps necessary to enable Bank to obtain and maintain afidelity bond conditioned on the rendering of a true account by Executive of all moneys, goods or other property which may come into the custody, charge or possession of Executive during the Term. The surety company issuing such bond and the amountof the bond must be acceptable to Bank. All premiums on the bond shall be paid by Bank. If Executive cannot personally qualify for a surety bond at any time during the Term, Bank may terminate this Agreement immediately and such termination shall bedeemed to be a termination for Cause. 

 

10.**Termination.** Notwithstanding the provisions of *Section 3*, Executive’s employment may be terminated without any breach of this Agreement (provided that any required payments under *Section 11* are duly made) under thefollowing circumstances: 

 

(a) Death.This Agreement shall terminate upon Executive’s death. 

 

(b) Disability. If Executive becomes Disabled, Bank may terminate Executive’s employment hereunder by providing him written notice thereof, and such termination will be effective upon delivery of suchnotice. 

 

(c) Resignation without GoodReason. Executive may terminate his employment with Bank at any time without Good Reason (as defined in *Section 16*) by giving Bank two (2) months’ written notice thereof. Such termination will be effective on the earlier of the lastday of the notice period or the last day on which Executive performs services for Bank. 

 

(d) Resignation for Good Reason. Executive may terminate his employment with Bank for Good Reason (as defined in *Section 16*)by giving Bank thirty (30) days’ written notice thereof. Such notice must describe the matter or matters which, in Executive’s opinion, form the basis for Good Reason and include a statement of his intent to terminate his employment onsuch basis. If the basis for Good Reason is an alleged breach of this Agreement by Bank, such notice shall describe in reasonable detail the alleged breach. If Bank cures such breach or the basis for Good Reason otherwise ceases to exist within thethirty (30) day period following Bank’s receipt of such notice, Executive shall either rescind his notice of intent to terminate and continue his employment under this Agreement, or terminate his employment under *Section 10(c),* in whichcase his notice of breach under this *Section 10(d)* shall be deemed to satisfy the notice requirement under *Section 10(c)*. If Bank fails to cure its breach within, or other bases for Good Reason continue to the end of, the thirty (30)day period following Bank’s receipt of such notice, Executive’s employment shall terminate effective on the last day of such 30-day period. If Executive decides to terminate his employment as provided in *Section 10(c)*, hisemployment shall terminate effective on the earlier of the last day of the notice period or the last day on which Executive performs services for Bank. 

 

(e) Involuntary Termination Without Cause. Bank may terminate Executive’s employment at any time without Cause by givingthirty (30) days’ written notice thereof to 

 

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Executive. Executive’s employment shall terminate effective on the last day of the notice period or on such earlier date as Bank specifies in thenotice. 

 

(f) Involuntary Termination forCause. Bank may terminate Executive’s employment for Cause by giving Executive written notice of such termination and the reasons therefor. Executive’s employment shall terminate immediately upon receipt of the notice. 

 

11. **Benefits on Termination of Employment**. If Executive’semployment is terminated during the Term, Executive shall be entitled to receive payments and benefits as follows: 

 

(a) Death; Disability; Resignation without Good Reason; Termination for Cause. 

 

If Executive’s employment is terminated as a result ofdeath, Disability, resignation without Good Reason or termination for Cause pursuant to *subparagraphs (a), (b), (c) or (f)*, respectively, of *Section 10*, Executive shall receive: 

 

(1) his base salary through the date his employmentterminates; 

 

(2) the pro rata portion of anyincentive compensation earned but not yet paid, which shall be calculated in the ordinary course and paid in accordance with Bank’s standard payroll procedures; and 

 

(3) reimbursement of expenses described in *Section 6(e)*incurred but not yet reimbursed. 

 

(b) Change of Control. 

 

(1) If, within two (2) years following the effective date ofa Change of Control (as defined in *Section 16*), Executive terminates his employment for Good Reason pursuant to *Section 10(d)* or Bank terminates Executive without Cause pursuant to *Section 10(e)*, Executive shall receive:

 

(i) An amount equal to Executive’sthen-current annual base salary for the greater period of (A) two (2) years or (B) the number of months remaining in the Term, including any renewal Term; 

 

(ii) An amount equal to Executive’s bonus for the twelve (12) months immediately preceding any such termination; 

 

(iii) The pro rata portion of any incentive compensationearned but not yet paid, which shall be calculated in the ordinary course and paid in accordance with Bank’s standard payroll practices; 

 

(iv) Reimbursement of expenses described in *Section 6(e)* incurred but not yet reimbursed; and 

 

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(v) Immediate acceleration of vesting of all Discretionary Performance Shares and/orStock Options granted to Executive. 

 

(2) Thepayment to which Executive is entitled pursuant to *subparagraphs (i), (ii) and (iii) of Section 11(b)(1)* shall be paid in a single installment within forty-five (45) days following the last day on which he performs services as an employee ofBank (with no percent value or other discount) or, at Executive’s option, on a deferred basis (with no premium). 

 

(3) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this *Section 11(b)* (whether byseeking new employment or otherwise), and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source. 

 

(4) Notwithstanding anything in this Agreement to the contrary, if the total of the payments made to Executive under this *Section11(b)*, together with any other payments or benefits received from Bank, will be an amount that would cause them to be a “parachute payment” within the meaning of Section 280G(b)(2)(A) of the Code (the “*Parachute PaymentAmount*”), then the payment due under *Section 11(b)(1)(i)*shall be reduced so that the amount thereof is $1 less than the Parachute Payment Amount. 

 

(c) Resignation for Good Reason; Termination without Cause. 

 

(1) If Executive terminates his employment for Good Reasonpursuant to *Section 10(d)* or Bank terminates Executive without Cause pursuant to *Section 10(e)*, and such termination is not within two (2) years following a Change of Control, Executive shall receive: 

 

(i) Continued payment, in accordance with Bank’sstandard payroll practices, of Executive’s then-current base salary from the effective date of termination through the remainder of the Term, including any renewal Term, but not less than for a period of one (1) year; 

 

(ii) The pro rata portion of any incentive compensationearned but not yet paid, which shall be calculated in the ordinary course and paid in accordance with Bank’s standard payroll practices; 

 

(iii) Reimbursement of expenses described in *Section 6(e)* incurred but not yet reimbursed; and 

 

(iv) Immediate acceleration of vesting of all DiscretionaryPerformance Shares and/or Stock Options which have been granted to Executive prior to the date of termination. 

 

(2) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this *Section 11(c)* (whether byseeking new employment or otherwise), and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source. 

 

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(d) Benefits. For the three (3) calendar months following the effective date ofExecutive’s resignation for Good Reason pursuant to *Section 10(d)*or Bank’s termination of Executive without Cause pursuant to *Section 10(e)*, Executive (and, where applicable, his dependents) shall be entitled to continueparticipation in the group insurance plans maintained by Bank, including life, disability and health insurance programs, as if he were still an employee of Bank. Where applicable, Executive’s salary for purposes of such plans shall be deemed tobe equal to his annual salary in effect immediately prior to such termination. To the extent that Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 90-day period, Bank shall provide Executivewith individual policies which offer at least the same level of coverage and which impose not more than the same costs on Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coveragein connection with new employment, Bank’s obligation to provide coverage under this *Section 11(d)* shall terminate immediately upon Executive’s eligibility for such coverage. Any group health continuation coverage that Bank isrequired to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“*COBRA*”) shall commence upon Executive’s election to participate therein at such time as coverage under this *Section 11(d)* terminates,and continue for such period of time as allowed under the COBRA regulations. Executive acknowledges that COBRA coverage will be at his own cost and expense and that failure by him to submit timely payment of premiums therefor will result incancellation of COBRA coverage. Executive’s rights under other employee benefit plans in which he may have participated will be determined in accordance with the written plan documents governing those plans. 

 

(e) No Other Payments or Benefits. Except asotherwise expressly provided in this *Section 11* or as required by law, all of Executive’s employee benefits and compensation shall cease on the last day on which he performs services as an employee of Bank. 

 

12. **Proprietary Information.**

 

(a) Executive agrees to comply fully with Bank’spolicies relating to non-disclosure of Bank’s trade secrets and proprietary information and processes, including information regarding Bank’s subsidiaries, affiliates, customers and prospective customers. Without limiting the generality ofthe foregoing, Executive will not, whether during or after his employment with Bank, disclose any such secrets, information or processes to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, nor shallExecutive make use of any such property for his own purposes or for the benefit of any person, firm, corporation or other entity (except Bank) under any circumstances during or after his employment; provided, that after his employment ceases,this provision shall not apply to secrets, information and processes that are then in the public domain (provided that Executive was not responsible, directly or indirectly, for such secrets, information or processes entering the public domainwithout Bank’s consent). 

 

(b) Tradesecrets, proprietary information, and processes shall not be deemed to include information which is: 

 

(1) publicly known (or becomes publicly known) without the fault or negligence of Executive; 

 

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(2) received from a third party without restriction and without breach of this Agreement;

 

(3) approved for release by writtenauthorization of Bank; or 

 

(4) required to bedisclosed by law; provided, however, that in the event of a proposed disclosure pursuant to this *Section 12(b)(4)*, Executive shall give Bank prior written notice before such disclosure is made. 

 

(c) Executive agrees that in the event that Executive’semployment terminates for any reason, Executive shall promptly deliver to Bank all property belonging to Bank, including all keys, pass cards, identification cards and all documents, equipment and materials of any nature pertaining toExecutive’s employment with Bank. The obligations in this paragraph include the return of documents, equipment and other materials which may be in Executive’s desk at work, in Executive’s car or place of residence, or in any otherlocation under Executive’s control. 

 

(d)This Section shall survive the expiration or any earlier termination of this Agreement. 

 

13. **Noncompetition.**

 

(a) Participation in a Competing Business. While Executive is employed pursuant to this Agreement and for the longer of (i) one year following termination of his employment for any reason or (ii) the balance ofthe Term remaining, if any (such longer period of time being the “*Restricted Period*”), Executive will not become involved with a Competing Business or serve, directly or indirectly, a Competing Business in any manner, including,without limitation, as a shareholder, member, partner, director, officer, manager, investor, organizer, “founder,” employee, consultant or agent; provided, however, that Executive may acquire and passively own an interest notexceeding 3% of the total equity interest in a Competing Business. 

 

(b) No Solicitation. While Executive is employed pursuant to this Agreement and during the Restricted Period, Executive will not directly or indirectly solicit or attempt to solicit (1) any employees of Bank orits parent holding company, AmericanWest Bancorporation, to leave their employment or (2) any customers of the Bank to remove their business from the Bank, or to participate in any manner in a Competing Business. 

 

(c) Employment Outside Washington and Idaho. Nothingin this *Section 13* shall prevent Executive from accepting employment outside the states of Washington or Idaho from a Competing Business, as long as Executive will not (a) act as an employee or other representative or agent of the CompetingBusiness within the states of Washington or Idaho, or (b) have any responsibilities for the Competing Business’s operations within the states of Washington or Idaho. 

 

(d) Competing Business. “*Competing Business*” means any financial institution ortrust company (including without limitation, any start-up or other financial institution or trust company in formation) that competes with, or will compete in the states of Washington or Idaho, with either Bank or AmericanWest Bancorporation.

 

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14. **Enforcement.**

 

(a) Scope of Covenants. Bank and Executive stipulate that, in light of all of the facts andcircumstances of the relationship between Executive and Bank, the agreements referred to in *Sections 12 and 13* (including without limitation their scope, duration and geographic extent) are fair and reasonably necessary for the protection ofBank’s confidential information, goodwill and other protectable interests. If a court of competent jurisdiction should decline to enforce any of those covenants and agreements, Executive and Bank request the court to reform these provisions torestrict Executive’s use of confidential information and Executive’s ability to compete with Bank to the maximum extent, in time, scope of activities and geography, the court finds enforceable. 

 

(b) Injunctive Relief. Executive acknowledges thatBank will suffer immediate and irreparable harm that will not be compensable by damages alone if Executive repudiates or breaches any of the provisions of *Sections 12 or 13* or threatens or attempts to do so. For this reason, under thesecircumstances, Bank, in addition to and without limitation of any other rights, remedies or damages available to it at law or in equity, will be entitled to obtain temporary, preliminary and permanent injunctions in order to prevent or restrain thebreach, and Bank will not be required to post a bond as a condition for the granting of this relief. 

 

(c) Adequate Consideration. Executive specifically acknowledges the receipt of adequate consideration for the covenants containedin *Sections 12 and 13* and that Bank is entitled to require him to comply with those Sections. *Sections 12, 13*and this *Section 14*will survive termination of this Agreement. Executive represents that if his employment isterminated, whether voluntarily or involuntarily, Executive has experience and capabilities sufficient to enable Executive to obtain employment in areas which do not violate this Agreement and that Bank’s enforcement of a remedy by way ofinjunction will not prevent Executive from earning a livelihood. 

 

15. **Successors.**

 

(a)Bank’s Successors. Bank shall require any successor to all or substantially all of Bank’s business and/or assets and liabilities (whether by purchase, merger, consolidation, reorganization, liquidation or otherwise) to assume andexpressly agree to perform this Agreement in the same manner and to the same extent as Bank would be required to perform if there were no succession. Bank’s failure to obtain an assumption agreement in form and substance reasonably acceptableto Executive by the effective date of such succession shall constitute a breach of Bank’s obligations to Executive under this Agreement as of the effective date of such succession and shall entitle Executive to all of the payments and otherbenefits described in *Section 11(b)*. 

 

(b) Executive’s Successors. This Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors,heirs, distributees, devisees and legatees, it being agreed by Executive that Executive cannot assign or make subject to an option any of Executive’s rights, including rights to payments and benefits, under this Agreement. 

 

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16. **Definition of Terms.** The following terms used in this Agreement when capitalized havethe following meanings: 

 

(a) “*Board ofDirectors*” means Bank’s board of directors. 

 

(b) “*Cause*” means any one or more of the following: 

 

(1) Executive’s willful misfeasance or gross negligence in the performance of his duties; 

 

(2) Executive’s conviction of a crime in connectionwith his duties; 

 

(3) Executive’s conductthat is demonstrably and significantly harmful to Bank or Bank’s parent holding company, AmericanWest Bancorporation, as reasonably determined by the Board of Directors on advice from legal counsel; or 

 

(4) Executive cannot personally qualify for a surety bond asrequired by *Section 9*. 

 

(c)“*Change of Control*” means a change “in the ownership or effective control” or “in the ownership of a substantial portion of the assets” of Bank or Bank’s parent holding company, AmericanWest Bancorporation,within the meaning of Section 280G of the Code; provided, however, that an internal reorganization of AmericanWest Bancorporation and its subsidiaries shall not constitute a Change of Control. 

 

(d) “*Code*” means the United States InternalRevenue Code of 1986, as amended. 

 

(e)“*Disability*” and “*Disabled*” means that Executive has been unable to perform the essential functions of his job under this Agreement, with or without reasonable accommodation, for a period of three (3) consecutivemonths as the result of his incapacity due to physical or mental illness. 

 

(f) “*Good Reason*” means any of: 

 

(1) a material reduction in Executive’s compensation under *Section 6* or benefits under *Sections 7 or 8*, 

 

(2) a material reduction in Executive’s title orresponsibilities, 

 

(3) a relocation ofExecutive’s principal office so that Executive’s one-way commute distance from his residence in Spokane, Washington is increased by more than forty (40) miles, 

 

(4) failure of Bank’s successor to assume and perform this Agreement as contemplated by *Section15(a),* or 

 

(5) any material breach by Bankof this Agreement. 

 

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17. **Miscellaneous.**

 

(a) Employment Taxes. All payments made pursuant to this Agreement shall be subject to withholding ofapplicable taxes. 

 

(b) Notices. Anynotice required or permitted to be given under this Agreement shall be sufficient if in writing and sent by registered mail to Executive at his residence address as maintained on Bank’s records, or to Bank at its executive offices (care of thePresident and Chief Executive Officer), or such other addresses as either party shall notify the other in accordance with the foregoing procedure. 

 

(c) Force Majeure. Neither party shall be liable to the other for any delay or failure to perform hereunder, which delay or failureis due to causes beyond the control of said party, including, but not limited to: acts of God; acts of the public enemy; terrorism; acts of the United States of America, or any State, territory or political subdivision thereof or of the District ofColumbia; fires; floods; epidemics; quarantine restrictions; strikes; or freight embargoes. Notwithstanding the foregoing provisions of this *Section 16(c)*, in every case the delay or failure to perform must be beyond the control and withoutthe fault or negligence of the party claiming excusable delay. 

 

(d) Integration; Amendment. This Agreement comprises the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior or contemporaneous agreements other thanthat certain Agreement for Grant of Performance Shares of even date herewith, whether written or oral, regarding Executive’s employment with Bank and all rights, privileges and benefits related thereto. No waiver, alteration or modification ofany of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto. 

 

(e) Waiver. Failure or delay on the part of either party hereto to enforce any right, power or privilege hereunder shall not bedeemed to constitute a waiver thereof. Additionally, a waiver by either party of a breach of any promise hereof by the other party shall not operate as or be construed to constitute a waiver of any subsequent breach by such other party. 

 

(f) Savings Clause. If any term, covenant orcondition of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstancesother than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. 

 

(g) Authority to Contract. Bank warrants andrepresents that it has full authority to enter into this Agreement and to consummate the transactions contemplated hereby, and that this Agreement is not in conflict with any other agreement to which Bank is a party or by which it may be bound. Bankfurther warrants and represents that the individual executing this Agreement on behalf of Bank has the full power and authority to bind Bank to the terms hereof and has been authorized to do so in accordance with Bank’s corporate organization.

 

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(h) Dispute Resolution. 

 

(1) Any controversy or claim between Bank and Executivearising from or relating to this Agreement or any agreement or instrument delivered under or in connection with this Agreement, including any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of thisAgreement, shall, at the option of Executive or Bank, be submitted to arbitration, using either the American Arbitration Association (“*AAA*”) or Judicial Arbitration and Mediation Services, Inc. (“*JAMS*”) inaccordance with the rules of either JAMS or AAA (at the option of the party initiating the arbitration) and Title 9 of the United State Code. Any such arbitration shall take place in Spokane, Washington. All statutes of limitations or any waiverscontained herein which would otherwise be applicable shall apply to any arbitration proceeding under this *Section 16(h)*. The parties agree that related arbitration proceedings may be consolidated. The arbitrator shall prepare written reasonsfor the award. Judgment upon the award rendered may be entered in any court having jurisdiction. 

 

(2) If any arbitration, legal action or other proceeding is brought for the enforcement of this Agreement or any agreement or instrumentdelivered under or in connection with this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitledto recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. 

 

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws ofthe State of Washington. 

 

(j)Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 

 

(k) Advice of Counsel. Before signing this Agreement, Executive either (i) consulted with andobtained advice from his independent legal counsel in respect to the legal nature and operation of this Agreement, including its impact on his rights, privileges and obligations, or (ii) freely and voluntarily decided not to have the benefit of suchconsultation and advice with legal counsel. 

 

IN WITNESS WHEREOF, the partieshereto have executed this Agreement effective as of the day herein first above written. 

 
**EXECUTIVE**   **AMERICANWEST BANK**
By
 
/s/ Greg Hansen
   
By
 
/s/ Robert M. Daugherty
  
Greg Hansen
     
Robert M. Daugherty
        
President and Chief Executive Officer

 

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