CHANGE IN CONTROL AGREEMENT

Exhibit 99.7
 

CHANGE IN CONTROL AGREEMENT
 

This Change in Control Agreement is made as of the 31 ^st day of December, 2006, by and between AMERICANWEST BANK, a state-chartered bank with headquarters in Spokane, Washington (hereinafter referred to as “Bank”) and WADE GRIFFITH, an individual (hereinafter referred to as “Officer”).

RECITALS
 

WHEREAS, Officer is currently Senior Vice President/Chief Information Officer of Bank; and

WHEREAS, Officer and Bank entered into that certain Executive Salary Continuation Agreement dated March 1, 2003 (the “2003 Agreement”), and each desire that any payments made thereunder comply with Section 409A of the Code, which was enacted subsequently to the 2003 Agreement; and

WHEREAS, Officer desires to obtain certain assurances that he will be protected in the manner set forth in this Agreement in the event of a Change in Control (as defined in Section 1(e), below) of Bank, and Bank is willing to provide such assurances to Officer in order to encourage him to maintain continued employment with Bank;

NOW, THEREFORE, in consideration 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
 

SECTION 1. Definitions . As used in this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

          (a)     “Aggregate Payments” has the meaning ascribed to such term in Section 2(e)(1), below.

          (b)     “AWBC” means AmericanWest Bancorporation, the parent holding company of Bank.

        (c)      “Bank” includes any Successor.

        (d)       “Cause” means any of the following:

                     (1) dishonesty or theft;

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                      (2) conviction of a criminal offense in connection with the performance of his duties, or any felony;

                      (3) insubordination, gross negligence in the performance of or willful failure to discharge assigned duties or comply with applicable policies (including but not limited to a conflict of interest policy) or banking law;

                     (4)   harassment of fellow employees or customers;

                     (5)   possession of unauthorized weapons or firearms (loaded or unloaded) on Bank premises;

                      (6) chronic alcoholism or controlled substance abuse, as determined by a doctor mutually acceptable, and continuing failure by Officer to commence and pursue with due diligence appropriate treatment for same in accordance with such doctor’s recommendations;

                      (7) failure to qualify for a required surety bond at any time during his employment; or

                      (8) conduct that is demonstrably and significantly harmful to Bank or AWBC, as reasonably determined by Bank’s Board of Directors on advice from legal counsel.

          (e)         “Change in Control” means a change “in the ownership or effective control” or “in the ownership of a substantial portion of the assets” of Bank or AWBC within the meaning of Section 280G of the Code; provided , however , that an internal reorganization of AWBC and its subsidiaries shall not constitute a Change in Control.

          (f)         “Change in Control Benefit” has the meaning ascribed to such term in Section 2(a), below.

         (g)         “Code” means the Internal Revenue Code of 1986, as amended.

         (h)         “Confidential Information” has the meaning ascribed to such term in Section 3(a), below.

          (i)         “Excess Parachute Payment” has the meaning ascribed to such term in Section 280G(b)(2)(A) of the Code.

         (j)           “Installment   Period” has the meaning ascribed to such term in Section 2(b),below.  

         (k)           “Restricted   Period” means the one (1) year period immediately following a termination of Officer’s employment with Bank for any reason.

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          (l)          “Successor” means any person, firm, corporation or other entity that, as a result of a Change in Control, is the surviving bank in a merger with Bank.

         (m)         “Total Compensation” means Officer’s base salary plus bonus, in each case before salary deferrals.

      (a) Change in Control Benefit . If, following the public announcement of a proposed Change in Control, Officer remains in the employ of Bank until the effective date of such Change in Control (unless earlier termination is mutually agreed to between Officer and Successor), and the Successor does not offer Officer a position with Successor:

          (1) having duties and responsibilities reasonably comparable to those performed by him at the time of commencement of discussions leading to the Change in Control (it being understood and agreed, however, that Officer’s title, duties and responsibilities in such position need not be exactly the same as those with Bank);

       (2) in which Officer’s principal office will be located within a radius of fifty (50)   miles from his principal office immediately preceding the Change in Control;

       (3) with salary and benefits reasonably comparable to those received by Officer from Bank over the twelve (12) months immediately preceding the Change in Control; and

        (4) which offer includes Successor’s agreement that, in the event Officer’s employment with Successor is terminated without Cause at any time within one (1) year following the effective date of the Change in Control, Officer will be entitled to the Change in Control Benefit,

Officer shall be entitled to receive (A) an amount equal to the Total Compensation paid to Officer by Bank during the twelve (12) months immediately preceding the effective date of the Change in Control, (B) immediate acceleration of vesting of all unvested stock options and/or restricted stock awards previously granted to Officer by Bank such that all such grants shall fully vest in Officer as of the effective date of the Change in Control, and (C) immediate vesting of 100% of the benefits set forth in Paragraph IV of the 2003 Agreement (collectively, the “Change in Control Benefit”).

    b)       Payments .

        (1) Except as otherwise provided in paragraph (2) of this subdivision (b) or paragraph (1) of subdivision (e) of this Section, any payment to which Officer is entitled pursuant to this Agreement shall be paid in equal monthly installment payments over the Restricted Period (the “Installment Period”) or, in the event

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Officer is entitled to such payment for reasons other than a termination of employment, in a single installment within forty-five (45) days following the earlier of the effective date of a Change in Control or the last day on which he performs services as an employee of Bank, in either case with no percent value or other discount.

              (2) Any portion of the Change in Control Benefit attributable to the 2003 Agreement, including payment thereof, shall be governed by the provisions of that agreement, except as otherwise provided in paragraph (1) of subdivision (e) of this Section.

      (c) Death; Voluntary Termination . In the event that Officer (i) dies, (ii) voluntarily terminates his employment prior to the effective date of the Change in Control (except where such earlier termination is mutually agreed to between Officer and Successor), or (iii) is offered employment with