Release And Settlement Agreement

Exhibit 10.15


RELEASE AND SETTLEMENT AGREEMENT


This Release and Settlement Agreement (" Agreement" ) is made and entered into this 29th day of October, 2004, by and between AmericanWest Bancorporation, a Washington corporation (" AWBC" ), and its wholly owned subsidiary, AmericanWest Bank, a Washington banking corporation (the " Bank" ) (collectively, the " Employer" ), and Wesley E. Colley (" Colley" ).


In exchange for the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Colley and Employer agree as follows:


1. Separation . Colley' s employment terminated on September 15, 2004, as an officer and employee of Employer, as a director of AWBC and the Bank, and from any official or unofficial committees or bodies of either the Bank or AWBC.

2. Severance . As severance, Employer shall pay to Colley a lump sum equal to his current base salary from September 15, 2004 through December 31, 2004, less normal and authorized deductions and withholdings, plus an additional lump sum payment of One Hundred Thousand Dollars ($100,000), less normal and authorized deductions and withholdings, within ten (10) days of the date Colley executes this Agreement.


3. Salary Continuation . Employer agrees to continue Colley' s salary pursuant to the terms of Employer' s salary continuation plan beginning on January 1, 2005, and that for purposes of calculating such payments, Colley shall be 100% vested.


4. ESOP Funding . Employer agrees to fund the annual contribution to Colley' s Employee Stock Ownership Plan for the 2004 calendar year, pursuant to the plan' s terms.

5. Vacation . Colley acknowledges that as of the date hereof, he has one week of accrued but unused vacation time in the amount of $5,000.00. Employer shall pay Colley the foregoing amount in a single cash payment, less normal tax withholdings, within ten (10) days of the date Colley executes this Agreement.


6. Employee Benefit Plans . Employer will pay Colley' s COBRA premiums for coverage in Employer' s group medical, dental and vision plans through July 31, 2005. For coverage from and after August 1, 2005, Colley may continue such participation at his own cost and expense for such period of time as allowed under the COBRA regulations.


7. Stock Options . Colley and Employer agree that Colley has vested incentive stock options for 78,229 shares of AWBC' s stock and unvested incentive stock options for 7,116 shares. Colley and Employer agree that all of his unvested incentive stock options shall become fully vested and exercisable upon the effective date of this Agreement, and that all stock options must be exercised by December 14, 2004, at which time all remaining unexercised options will terminate. Except for the incentive stock options described in this Section 7, Colley has no rights to or interests in any other shares under any stock option plan or grant.


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8. Expense Reimbursement . Colley acknowledges that he has been reimbursed for all expense account charges to which he is entitled, and that Employer has no further obligation for any such expenses incurred by him.

9. Bank Accounts and Safe Deposit Box . Employer agrees to waive fees and charges on Colley' s checking and money market accounts and safe deposit box for so long as he continuou ...