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 continuously maintains them at the
Bank.
10. ROE Bonus .
Employer agrees to pay Colley such amount as would be due to him
for the 2004 ROE bonus program through December 31, 2004. Such
payments shall be made on or about January 1, 2005.
11. Attorney Fees and
Costs . Employer shall pay Colley’s attorney fees and
costs up to a maximum of $5,000, upon receipt of a copy of an
invoice therefor.
12. Return of Property
. Colley acknowledges that he has taken all of his personal
property from Employer’s premises, and confirms that he has
returned to the Bank and AWBC any and all of their respective
property, including but not limited to: keys, computer equipment,
software, customer lists, documents, files and
correspondence.
13.
Non-Solic
