exhibit10_20.htm


    
      

      

    

     

     

    Exhibit 10.20

     

    

      UNITED
WESTERN BANCORP, INC.

       

      AMENDED
2007 EQUITY INCENTIVE PLAN

       

      Section
1. Purpose of the Plan;
Definitions.  The purpose of the United Western Bancorp, Inc.
2007 Equity Incentive Plan (the “Plan”) is to further the growth in earnings and
market appreciation of United Western Bancorp, Inc. (the “Company”) by providing
long-term incentives to those officers, employees and other natural persons
providing services to the Company and its Affiliates (as hereinafter defined)
who make substantial contributions to the Company, and to members of the Board
of Directors of the Company who are not also employees of the Company (the
“Non-Employee Directors”).  The Company intends that the long-term
incentives provided by the Plan will facilitate securing, retaining and
motivating officers, employees, consultants and Non-Employee Directors of the
Company.

       

      For
purposes of the Plan, the following terms shall be defined as set forth
below:

       

      
        	
                (a)  

              	
                “Act”
      means the Securities Exchange Act of 1934, as
  amended.

              


      

       

      
        	
                (b)  

              	
                “Affiliate”
      means (i) the Company’s wholly and majority owned subsidiaries,
      including but not limited to United Western Bank, (ii) any entity that,
      directly or indirectly through one or more intermediaries, is controlled
      by the Company and (iii) any entity in which the Company has a
      significant equity interest, as determined by the
    Committee.

              


      

       

      
        	
                (c)  

              	
                “Award”
      means any Stock Option, Stock Appreciation Right, Restricted Stock,
      Performance Unit, supplemental cash payment or other award granted under
      the Plan.

              


      

       

      
        	
                (d)  

              	
                “Award
      Agreement” means any written agreement, contract or other instrument or
      document evidencing any Award granted under the
  Plan.

              


      

       

      
        	
                (e)  

              	
                “Board”
      means the Board of Directors of the
Company.

              


      

       

      
        	
                (f)  

              	
                “Cause”
      means, unless otherwise determined by the Committee and reflected in the
      applicable Award Agreement, the Committee’s determination that any one or
      more of the following has occurred: (i) the willful and continued
      failure by a Participant to substantially perform his or her duties (other
      than any such failure resulting from the Participant’s Disability, death
      or Retirement), after a written demand for substantial performance is
      delivered by the Committee to the Participant that specifically identifies
      the manner in which the Committee believes that the Participant has not
      substantially performed his or her duties, and the Participant has failed
      to remedy the situation within thirty (30) calendar days of receiving such
      notice or (ii) a Participant’s conviction for committing an act of
      fraud, embezzlement, theft or another act constituting a felony or a crime
      involving moral turpitude or (iii) substantial dependence or
      addiction to any drug illegally taken or to alcohol that is in either
      event materially and demonstrably injurious to the Company or
      (iv) the engaging by a Participant in gross misconduct materially and
      demonstrably injurious to the Company.  No act or failure to act
      on a Participant’s part shall be considered “willful” unless done, or
      omitted to be done, by the Participant not in good faith and without
      reasonable belief that his action or omission was in the best interest of
      the Company.  Cause shall be determined by the Committee in its
      sole discretion pursuant to the exercise of good faith and reasonable
      judgment.

              


      

       

      
        	
                (g)  

              	
                “Code”
      means the Internal Revenue Code of 1986, as amended, or any successor
      statute thereto.

              


      

       

      
        	
                (h)  

              	
                “Commission”
      means the Securities and Exchange
Commission.

              


      

       


      
        
           


        

        
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                (i)  

              	
                “Committee”
      means the Compensation Committee of the
Board.

              


      

       

      
        	
                (j)  

              	
                “Common
      Stock” means the common stock, par value $0.0001 per share, of the
      Company.

              


      

       

      
        	
                (k)  

              	
                “Disability”
      means total and permanent disability as determined under the Company’s
      long-term disability plan, irrespective of whether the Participant is
      covered by that plan.

              


      

       

      
        	
                (l)  

              	
                “Disinterested
      Person” means an individual who qualifies as both a “non-employee
      director” (as defined in Rule 16b-3(b)(3) as promulgated by the
      Commission under the Act, or any successor definition adopted by the
      Commission) and an “outside director” as defined in Section 162(m) of
      the Code and the regulations promulgated thereunder, or any successor
      definition thereto).

              


      

       

      
        	
                (m)  

              	
                “Early
      Retirement” means retirement from active employment with the Company or
      its Affiliates prior to the date that the Participant reaches the age
      established by the Company generally for retirement of Company employees
      which retirement is treated as a retirement by the Company, in its sole
      discretion.

              


      

       

      
        	
                (n)  

              	
                “Eligible
      Person” means any Employee, director (including any Non-Employee Director)
      or person providing services, including consulting services, to the
      Company or any Affiliate whom the Committee determines, in its discretion,
      to be an Eligible Person, based on the Committee’s assessment that such
      person’s decisions, actions and/or counsel could significantly affect the
      performance of the Company and its Affiliates, provided, however, that all
      Eligible Persons who are not Employees or directors must be natural
      persons providing bona fide services to the Company that are not in
      connection with the offer or sale of securities in a capital raising
      transaction and that do not directly or indirectly promote or maintain a
      market for the Company’s
securities.

              


      

       

      
        	
                (o)  

              	
                “Employee”
      means any employee of the Company or its Affiliates, including officers of
      the Company or its Affiliates.  Non-Employee Directors shall not
      be considered Employees for purposes of the
  Plan.

              


      

       

      
        	
                (p)  

              	
                “Fair
      Market Value” means, as of any given date, the closing price of the Common
      Stock (or if no transactions were reported on such date on the next
      preceding date on which transactions were reported) in the principal
      market in which such Common Stock is traded on such
  date.

              


      

       

      
        	
                (q)  

              	
                “Incentive
      Stock Option” means any Stock Option intended to be and designated by the
      Committee as an “incentive stock option” within the meaning of
      Section 422 of the Code.

              


      

       

      
        	
                (r)  

              	
                “Nonqualified
      Stock Option” means any Stock Option that is not an Incentive Stock
      Option.

              


      

       

      
        	
                (s)  

              	
                “Normal
      Retirement” means retirement from active employment with the Company or
      its Affiliates on or after the date on which the Participant reaches the
      age of 65.

              


      

       

      
        	
                (t)  

              	
                “Participant”
      means an Eligible Person granted an Award under the
  Plan.

              


      

       

      
        	
                (u)  

              	
                “Performance
      Units” means an Award granted to a Participant pursuant to Section 9
      hereof contingent upon achieving certain performance
    targets.

              


      

       

      
        	
                (v)  

              	
                “Person”
      means any individual, Company, partnership, association or
      trust.

              


      

       


      
        
           


        

        
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                (w)  

              	
                “Restricted
      Stock” means an Award of shares of Common Stock granted to a Participant
      pursuant to and subject to the restrictions set forth in Section 10
      hereof.

              


      

       

      
        	
                (x)  

              	
                “Retirement”
      means Early Retirement and Normal
Retirement.

              


      

       

      
        	
                (y)  

              	
                “Stock
      Appreciation Right” means a right granted under Section 8 hereof,
      which entitles the holder to receive cash or Common Stock in an amount
      equal to the excess of (i) the Fair Market Value of a specified
      number of shares of Common Stock at the time of exercise over
      (ii) the price specified in the
grant.

              


      

       

      
        	
                (z)  

              	
                “Stock
      Option” means any option to purchase shares of Common Stock granted
      pursuant to Section 7 hereof.

              


      

       

      
        	
                (aa)  

              	
                “Ten
      Percent Shareholder” means a Person who owns (after taking into account
      the attribution rules of Section 424(d) of the Code or any successor
      provision of the Code) more than ten percent (10%) of the total combined
      voting power of all classes of stock of the
  Company.

              


      

       

      Section
2. Administration.

       

      
        	
                (a)  

              	
                The
      Plan shall be administered by the Committee.  The Committee
      shall be appointed by the Board and shall consist of three or more members
      of the Board who are Disinterested Persons.  The Committee shall
      have full and final authority in its discretion (i) to interpret the
      provisions of the Plan (and any Award Agreement and any other agreement or
      instrument relating to the Plan) and to decide all questions of fact
      arising in its application, (ii) to designate Participants, (iii) to
      determine the Participants to whom Awards shall be made under the Plan,
      (iv) to determine the type of Award to be made and the amount, size, terms
      and conditions of each such Award, (v) to determine and establish
      additional terms and conditions not inconsistent with the Plan for any
      Award Agreements entered into with Participants in connection with the
      Plan, (vi) to determine the time when Awards will be granted and when
      rights may be exercised, which may be after termination of employment,
      (vii) to adopt, alter and repeal such administrative rules, guidelines and
      practices governing the Plan as it shall, from time to time, deem
      advisable and (viii) to make all other determinations necessary or
      advisable for the administration of the
Plan.

              


      

       

      
        	
                (b)  

              	
                A
      majority of the Committee shall constitute a quorum, and the action of a
      majority of members of the Committee present at any meeting at which a
      quorum is present shall be the act of the Committee.  The
      Committee may also act by unanimous written consent.  Any
      decision made, or action taken, by the Committee arising out of or in
      connection with the interpretation and administration of the Plan shall be
      final and conclusive; provided, however, that any such decision made or
      action taken by the Committee may be reviewed by the Board, in which event
      the determination of the Board shall be final and
      conclusive.  This provision shall not be construed to grant to
      any Person any right to review by the Board of any decision made or action
      taken by the Committee.

              


      

       


      
        
           


        

        
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                (c)  

              	
                Neither
      the Committee nor any member thereof shall be liable for any act,
      omission, interpretation, construction or determination made in connection
      with the Plan in good faith, and the members of the Committee shall be
      entitled to indemnification and advancement of expenses by the Company in
      respect of any claim, loss, damage or expense (including attorneys’ fees)
      arising therefrom to the full extent permitted by the Company’s Articles
      of Incorporation and Bylaws and as may be otherwise required by law and
      under any directors’ and officers’ liability insurance that may be in
      effect from time to time, or as a majority of the Board then in office may
      determine from time to time, as evidenced by a written resolution
      thereof.  In addition, no member of the Committee and no
      Employee shall be liable for any act, or failure to act hereunder, by any
      other member or other Employee or by any agent to whom duties in
      connection with the administration of this Plan have been delegated or for
      any act or failure to act by such member or Employee, in all events except
      in circumstances involving such member’s or Employee’s bad faith, gross
      negligence, intentional fraud or violation of a
  statute.

              


      

       

      
        	
                (d)  

              	
                In
      addition to the Board’s delegation of authority to administer the Plan
      generally to the Committee, the Board also delegates to the Chief
      Executive Officer, so long as he or she is a member of the Board, the
      authority to allocate Awards among individual Participants in those
      instances where the Committee has granted Awards, in the aggregate, to a
      group or class of Participants and has authorized the Chief Executive
      Officer to make such allocations so long as (i) the Participants are not
      officers or directors of the Company and (ii) such delegation is not
      limited by applicable Colorado corporate law, compliance with SEC Rule
      16b-3, Section 162(m) of the Code, or other similar
      requirements.

              


      

       

      Section
3. Eligibility;
Participants.  Any Eligible Person may be designated a
Participant by the Committee.  Incentive Stock Options may only be
granted to full or part-time Employees (which term as used herein includes,
without limitation, officers and directors who are also
Employees).  Incentive Stock Options may not be granted to an Employee
of an Affiliate unless such Affiliate is also a “subsidiary Company” of the
Company within the meaning of Section 424(f) of the Code or any successor
provision.

       

      Section
4. Awards Under the
Plan.  Awards under the Plan may be in the form of Incentive
Stock Options, Nonqualified Stock Options, Stock Appreciation Rights,
Performance Units, Restricted Stock, supplemental cash payments and such other
forms as the Committee in its discretion deems appropriate, including any
combination of the above.  No fractional shares shall be issued under
the Plan.

       

      Section
5. Shares
Subject to Plan.

       

      
        	
                (a)  

              	
                The
      total number of shares of Common Stock reserved and available for
      distribution under the Plan shall be One Million
      (1,000,000).  Such shares may consist of, in whole or in part,
      authorized and unissued shares or shares previously issued that have been
      repurchased by the Company.  Except as otherwise provided
      herein, any shares subject to a Stock Option or right that for any reason
      expires or terminates unexercised as to such shares and any shares of
      Restricted Stock which are forfeited by a Participant or otherwise
      reacquired by the Company shall again be available for award under the
      Plan.

              


      

       


      
        
           


        

        
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                (b)  

              	
                The
      maximum number of shares of Common Stock subject to Awards that may be
      granted under the Plan to any one participant in any one year is Five
      Hundred Thousand (500,000) (subject to appropriate adjustments to reflect
      changes in the capitalization of the Company pursuant to Section 5(c) of
      the Plan).

              


      

       

      
        	
                (c)  

              	
                In
      the event of any change in the outstanding number of shares of Common
      Stock by reason of a stock dividend or distribution, recapitalization,
      merger, consolidation, split-up, combination, exchange of shares or
      otherwise, the Committee shall adjust the number of shares of Common Stock
      which may be issued under the Plan and the Committee shall provide for an
      equitable adjustment of any shares issuable pursuant to Awards outstanding
      under the Plan.  Any adjustments of the number of shares for any
      purpose under the Plan shall be determined in accordance with the rules
      governing modifications, extensions, substitutions and assumptions of
      stock rights described in Treasury Regulation Section
      1.409A-1(b)(5)(v)(D), as it may be amended from time to
    time.

              


      

       

      Section
6. Effective Date.  The
Plan has been adopted by the Board subject to the approval of the stockholders
of the Company.  If the Plan is approved by the stockholders of the
Company, the effective date of the Plan will be February 13, 2007, the date
it was adopted by the Board.  If any Awards are granted under the Plan
before the date of such stockholder approval, such Awards automatically shall be
granted subject to such approval.

       

      Section
7. Stock
Options.  Stock Options may be granted either alone or in
addition to other Awards granted under the Plan.  Any Stock Option
granted under the Plan shall be in such form as the Committee may from time to
time approve, and the provisions of Stock Options need not be the same with
respect to each Participant.  Each Stock Option shall be evidenced by
an Award Agreement in a form that is not inconsistent with the Plan and that the
Committee may from time to time approve.  Such Award Agreement shall
specify, among other things, the type of Stock Option granted, the option price,
the duration of the Stock Option, the number of shares of Common Stock to which
the Stock Option pertains and the schedule on which such Stock Option becomes
exercisable.  The number of shares subject to the Stock Option shall
be fixed on the original date of grant of the Stock Option.

       

      Stock
Options granted under the Plan may be of two types: (i) Incentive Stock
Options and (ii) Nonqualified Stock Options.

       

      The
Committee shall have the authority to grant Incentive Stock Options,
Nonqualified Stock Options or both types of Stock Options to any Employee and to
grant to any Eligible Person Nonqualified Stock Options (in each case with or
without Stock Appreciation Rights).  To the extent that any Stock
Option does not qualify as an Incentive Stock Option, it shall constitute a
separate Nonqualified Stock Option.

       

      Anything
in the Plan to the contrary notwithstanding, no term of this Plan relating to
Incentive Stock Options shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be so exercised, so as to
disqualify either the Plan or any Incentive Stock Option under Section 422 of
the Code.

       

      Stock
Options granted under the Plan shall be subject to the following terms and
conditions and such additional terms and conditions, not inconsistent with the
terms of the Plan, as the Committee shall deem desirable, which additional terms
and conditions shall be reflected in the applicable Award
Agreement:

       


      
        
           


        

        
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                (a)  

              	
                Option
      Price.  The option price per share of Common Stock
      purchasable under a Stock Option shall be determined by the Committee at
      the time of grant but shall not be less than the Fair Market Value of the
      Common Stock on the date of the grant of the Stock Option; provided,
      however, if the Stock Option is an Incentive Stock Option granted to a Ten
      Percent Shareholder, the option price for each share of Common Stock
      subject to such Incentive Stock Option shall not be less than one hundred
      ten percent (110%) of the Fair Market Value of a share of Common Stock on
      the date such Incentive Stock Option is
      granted.  Notwithstanding the foregoing and except as permitted
      by the provisions of Sections 5(c) and 13 hereof, the Committee shall
      not have the power to (i) amend the terms of previously granted Stock
      Options to reduce the option price per share subject to such Stock Option
      or (ii) cancel such Stock Options and grant substitute Stock Options with
      a lower price per share than the cancelled Stock Options.  If
      and to the extent that a Stock Option by its terms purports to be granted
      at a price lower than that permitted by the Plan, such Stock Option shall
      be deemed for all purposes to have been granted at the lowest price that
      would in fact have been permitted by the Plan at the time of
      grant.

              


      

       

      
        	
                (b)  

              	
                Option
      Term.  The term of each Stock Option shall be fixed by
      the Committee, but no Incentive Stock Option shall be exercisable more
      than ten (10) years after the date such Incentive Stock Option is granted;
      provided, however, that if a Stock Option is an Incentive Stock Option
      granted to a Ten Percent Shareholder, such Incentive Stock Option shall
      not be exercisable more than five (5) years after the date such Incentive
      Stock Option is granted.

              


      

       

      
        	
                (c)  

              	
                Exercisability and
      Vesting.  Subject to Section 7(g) hereof with
      respect to Incentive Stock Options, Stock Options shall be exercisable at
      such time or times and subject to such terms and conditions as shall be
      determined by the Committee.  If any Stock Option is exercisable
      only in installments, the Committee, in its discretion, may waive such
      installment exercise provisions at any time, in whole or in part, based on
      performance and/or such other factors as the Committee may determine in
      its sole discretion.  If and to the extent that any Stock Option
      has become exercisable, it shall be deemed to be vested and fully
      exercisable until such time as it expires in accordance with its terms or
      terminates pursuant to any provision of the
  Plan.

              


      

       

      
        	
                (d)  

              	
                Method
      of Exercise.  Stock Options may be exercised in whole or
      in part at any time after vesting and before expiration or termination
      (the “Option Period”) by giving written notice of exercise to the Company
      specifying the number of shares to be purchased, accompanied by payment in
      full of the purchase price, in cash, by check payable to the Company or
      such other instrument as may be acceptable to the Committee.  As
      determined by the Committee, in its sole discretion, at or after the time
      of grant, payment in full or in part may also be made in the form of
      unrestricted Common Stock owned by the Participant (based on the Fair
      Market Value of the Common Stock on the date the Stock Option is
      exercised, as determined by the Committee) or such other form of payment
      as may be deemed acceptable by the Committee.  No shares of
      Common Stock resulting from the exercise of a Stock Option shall be issued
      until full payment therefor has been
made.

              


      

       

      
        	
                (e)  

              	
                Voluntary Termination and
      Termination by the Company for Cause.  Unless otherwise
      determined by the Committee and reflected in the applicable Award
      Agreement, an employment contract or other applicable agreement between
      the Participant and the Company or an Affiliate, a Participant granted a
      Stock Option who voluntarily terminates employment, other than by reason
      of Retirement, or whose employment is terminated involuntarily for Cause,
      will forfeit all rights under such Stock Option at the time of such
      termination.

              


      

       


      
        
           


        

        
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                (f)  

              	
                Termination for Any Reason
      Other Than Cause and Voluntary Termination.  The rights
      of any Participant granted a Stock Option, whose employment is terminated
      for any reason other than as set forth in subsection (e), above shall
      be exercisable for a period of ninety (90) days after such termination
      unless the Committee determines, in its discretion, to shorten or extend
      such period, as reflected in the applicable Award Agreement or another
      agreement between the Participant and the Company or an Affiliate, but in
      no event shall the Stock Option be exercisable after the end of the Stock
      Option term provided for in Section
7(b).

              


      

       

      
        	
                (g)  

              	
                Limit on Value of Incentive
      Stock Option First Exercisable Annually.  The aggregate
      Fair Market Value (determined at the time of grant) of the Common Stock
      for which Incentive Stock Options are exercisable for the first time by a
      Participant during any calendar year under the Plan (and/or any other
      stock option plans of the Company or any Affiliate) shall not exceed One
      Hundred Thousand and No/l00 Dollars
($100,000).

              


      

       

      Section
8. Stock Appreciation
Rights.  Each Stock Appreciation Right shall be evidenced by an
Award Agreement in such form that is not inconsistent with the Plan and that the
Committee may from time to time approve.  Stock Appreciation Rights
granted under the Plan shall be subject to the following terms and conditions
and such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Committee shall deem desirable, which additional terms and
conditions shall be reflected in the applicable Award Agreement:

       

      
        	
                (a)  

              	
                Award.  A
      Stock Appreciation Right shall entitle the Participant to receive upon
      exercise the excess of (i) the Fair Market Value of a specified
      number of shares of Common Stock at the time of exercise over (ii) a
      specified price which shall not be less than one hundred percent (100%) of
      the Fair Market Value of the Common Stock at the time the Stock
      Appreciation Right was granted.  A Stock Appreciation Right may
      be granted in connection with all or any portion of a previously or
      contemporaneously granted Stock Option (including, in addition to Stock
      Options granted under the Plan, stock options granted under other plans of
      the Company), or not in connection with a Stock
  Option.

              


      

       

      
        	
                (b)  

              	
                Term.  Stock
      Appreciation Rights shall be granted for a period of not more than ten
      (10) years, and shall be exercisable in whole or in part at such time or
      times and subject to such other terms and conditions as shall be
      prescribed by the Committee.

              


      

       

      
        	
                (c)  

              	
                Payment.  Upon
      exercise of a Stock Appreciation Right, payment shall be made in the form
      of Common Stock (at the Fair Market Value on the date of exercise), in
      cash, or in a combination thereof, as the Committee may
      determine.

              


      

       

      
        	
                (d)  

              	
                Effect on
      Shares.  The exercise of a Stock Appreciation Right shall
      be treated as the issuance of a share of Common Stock for purposes of
      calculating the maximum number of shares that have been issued under the
      Plan.

              


      

       

      
        	
                (e)  

              	
                Stock Appreciation Right
      Granted with Incentive Stock Option.  A Stock
      Appreciation Right granted in connection with an Incentive Stock Option
      may be exercised only if and when the Fair Market Value of the Common
      Stock subject to the Incentive Stock Option exceeds the exercise price of
      such Stock Option.

              


      

       


      
        
           


        

        
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                (f)  

              	
                Voluntary Termination and
      Termination by the Company for Cause.  Unless otherwise
      determined by the Committee and reflected in the applicable Award
      Agreement, an employment contract or other applicable agreement between
      the Participant and the Company or an Affiliate, a Participant granted a
      Stock Appreciation Right who voluntarily terminates employment, other than
      by reason of Retirement, or whose employment is terminated involuntarily
      for Cause, will forfeit all rights under such Stock Appreciation Right at
      the time of such termination.  Notwithstanding any provision in
      any Award Agreement, employment contract or other applicable agreement
      between the Participant and the Company or an Affiliate, in no event shall
      a Stock Appreciation Right be exercisable after the end of the Stock
      Appreciation Right term provided for in Section
  8(b).

              


      

       

      
        	
                (g)  

              	
                Termination for Any Reason
      Other Than Cause and Voluntary Termination.  The rights
      of any Participant granted a Stock Appreciation Right, whose employment is
      terminated for any reason other than as set forth in subsection (f),
      above shall be exercisable for a period of ninety (90) days after such
      termination unless the Committee determines, in its discretion, to shorten
      or extend such period, as reflected in the applicable Award Agreement or
      another agreement between the Participant and the Company or an
      Affiliate.  Notwithstanding any provision in any Award
      Agreement, employment contract or other applicable agreement between the
      Participant and the Company or an Affiliate, in no event shall a Stock
      Appreciation Right be exercisable after the end of the Stock Appreciation
      Right term provided for in Section
8(b).

              


      

       

      Section
9. Performance
Units.  The Committee may grant Performance Units (which may be
denominated in either shares of Common Stock or cash) under which payment may be
made to the Participant upon the attainment of specific performance
goals.  If the Performance Unit is denominated in shares of Common
Stock, such shares may be either (i) transferred to the Participant on the
date of the Award (in the form of Restricted Stock in accordance with
Section 10 below), subject to forfeiture if the goal is not attained or
(ii) transferable to the Participant only upon attainment of the relevant
performance goal.  If the Performance Unit is denominated in cash, it
may be paid upon attainment of the relevant performance goal either in cash or
in shares of Common Stock (based on the then current fair market value of such
Common Stock), as determined by the Committee, in its sole discretion, and as
specifically provided in the Participant’s Award Agreement.  Each
Performance Unit shall be evidenced by an Award Agreement in such form (i) that
the Committee may from time to time approve, (ii) that is not inconsistent with
the Plan and (iii) that is intended to avoid adverse tax consequences under
Section 409A of the Code. Performance Units granted under the Plan shall be
subject to the following terms and conditions and such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee shall
deem desirable, which additional terms and conditions shall be reflected in the
applicable Award Agreement:

       

      
        	
                (a)  

              	
                Performance
      Period.  The performance period for a Performance Unit
      shall be established by the Committee and shall be not more than ten (10)
      years.

              


      

       

      
        	
                (b)  

              	
                Valuation of
      Units.  A value for each Performance Unit shall be
      established by the Committee, together with principal, minimum and any
      interim performance targets to be achieved with respect to the Performance
      Unit during the performance period.  The Participant shall be
      entitled to receive one hundred percent (100%) of the value of the
      Performance Unit if the principal target is achieved during the
      performance period, but shall be entitled to receive no value for such
      Performance Unit if the minimum target is not achieved during the
      performance period.  The Participant shall be entitled to
      receive one or more stated portions of the value of the Performance Unit
      for specified interim performance targets during the performance period
      that meets or exceeds the minimum target but fails to meet the principal
      target.

              


      

       


      
        
           


        

        
          - 8
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                (c)  

              	
                Performance
      Goals.  The Committee may establish performance goals
      based on any business criteria deemed appropriate by the Committee
      including but not limited to: (i) net earnings; (ii) earnings per
      share; (iii) net deposit or loan growth; (iv) net income (before or after
      taxes); (v) net operating profit; (vi) return measures (including return
      on assets, capital (including tangible or intangible), equity or sales;
      (vii) cash flow (including operating cash flow and free cash flow); (viii)
      cash flow return on investments; (ix) earnings before or after taxes,
      interest, depreciation and/or amortization; (x) internal rate of return or
      increase in net present value; (xi) gross margins; (xii) operating margin;
      (xiii) share price (including growth measures and total stockholder
      return); (xiv) expense targets; (xv) working capital targets including
      targets relating to loan growth, collections, charge-offs, and tier 1
      and tier 2 capital measures; (xvi) planning accuracy (as measured by
      comparing planned results to actual results); (xvii) key operational
      measures (including delivery performance, quality measurements, employee
      metrics and market share expansion); and (xviii) ratios, such as earnings
      to shareholders’ equity, earnings to total capital, capital to assets, or
      operating expenses to total
revenue.

              


      

       

      These
performance goals may be designed to measure corporate performance under any
standards as may be determined by the Committee, including the absolute
performance of the Company or its Affiliates relative to prior periods, the
performance of the Company or its Affiliates relative to other companies or the
performance of the departments or divisions of the Company or its Affiliates
with respect to which the recipient has supervisory
responsibility.  Multiple performance goals may be established and may
have the same or different weighting.

       

      
        	
                (d)  

              	
                Adjustments.  At
      any time prior to payment of the Performance Units, the Committee may
      adjust previously established performance goals and other terms and
      conditions to reflect major unforeseen events such as changes in laws,
      regulations or accounting policies or procedures, mergers, acquisitions or
      divestitures or extraordinary, unusual or nonrecurring items or events,
      subject to the limitations of Section 162(m) of the Code and the
      regulations promulgated thereunder with respect to those Performance Units
      which are structured to qualify for an exception to the limitations on
      deductibility imposed by Section 162(m) of the Code and the
      regulations promulgated thereunder (as discussed
      below).  However, any changes or adjustments to Performance
      Units pursuant to this paragraph shall be made in a manner that is
      intended to avoid adverse tax consequences under Section 409A of the Code.
      If applicable tax and securities laws permit, the Committee may utilize
      Performance Goals not listed in Section 10(a) without obtaining
      stockholder approval.

              


      

       

      
        	
                (e)  

              	
                Payments of Performance
      Units.  Following the conclusion of each performance
      period, the Committee shall determine the extent to which performance
      goals have been attained for such period as well as whether the other
      terms and conditions established by the Committee have been
      met.  With respect to Performance Units denominated in cash, the
      Committee shall determine what, if any, payment is due with respect to the
      Performance Units and whether such payment shall be made in cash, in
      Common Stock, or partially in cash and partially in Common
      Stock.  Any payments made in Common Stock shall be calculated
      based on the Fair Market Value of the Common Stock on the date of
      payment.  Payments shall be made as promptly as practicable
      following the end of the performance period, but no later than the date
      which is two and one-half (2-1/2) months following the end of the
      performance period.  With respect to Performance Units
      denominated in shares of Common Stock, the Committee shall determine the
      extent to which either (i) shares previously transferred to the
      Participant on the date of the Award (in the form of Restricted Stock in
      accordance with Section 10 below) shall be forfeited, if the relevant
      performance goal is not attained or (ii) shares shall be transferred to
      the Participant, if the relevant performance goal is
      attained.

              


      

       

      


       

      
        	
                (f)  

              	
                Voluntary Termination and
      Termination by the Company.  Unless otherwise determined
      by the Committee and reflected in the applicable Award Agreement, an
      employment contract or other applicable agreement between the Participant
      and the Company or an Affiliate, a Participant granted a Performance Unit
      who voluntarily terminates employment or whose employment is terminated
      involuntarily, will forfeit all rights under such Performance Unit at the
      time of such termination.

              


      

       

      
        	
                (g)  

              	
                Section 162(m)
      Provisions. The Committee shall determine whether to award any
      Performance Units in a manner intended to result in “qualified
      performance-based compensation” within the meaning of Section 162(m) of
      the Code and the regulations promulgated thereunder (a “Qualifying
      Performance Unit”).  The maximum amount payable under a
      Performance Unit will depend on the value of the Performance Unit;
      provided, however, the maximum amount payable with respect to Qualifying
      Performance Units awarded to any single Participant in any given
      performance period shall be Three Million and No/100 Dollars ($3,000,000)
      notwithstanding the terms of such Performance
  Unit.

              


      

       

      Section
10. Restricted
Stock Awards.

       

      
        	
                (a)  

              	
                Administration.  Shares
      of Restricted Stock may be issued either alone or in addition to other
      Awards granted under the Plan.  The Committee shall determine
      the Eligible Persons to whom and the time or times at which grants of
      Restricted Stock will be made, the number of shares to be awarded, the
      period of time during which the transfer of such shares is restricted and
      all other terms and conditions of such Awards, which terms and conditions
      shall not be inconsistent with the terms and conditions of the
      Plan.  The Committee may also condition the grant of Restricted
      Stock, and the terms and conditions applicable to such Restricted Stock,
      upon the attainment of specified performance goals (as described in
      Section 9(c)), or such other criteria as the Committee may determine, in
      its sole discretion.  The provisions of Restricted Stock Awards
      need not be the same with respect to each
  Participant.

              


      

       

      
        	
                (b)  

              	
                Awards
      and Certificates.  Each Award of shares of Restricted
      Stock shall be evidenced by an Award Agreement (a “Restricted Stock Award
      Agreement”) in a form that is not inconsistent with the Plan and that the
      Committee may from time to time approve. The Committee shall determine the
      methodology and procedures for recording any Restricted Stock issuances in
      the name of a Participant who is awarded Restricted
    Stock.

              


      

       

      
        	
                (i)  

              	
                Awards
      of Restricted Stock must be accepted within a period of ninety (90) days
      (or such shorter period as the Committee may specify) after the award date
      by executing a Restricted Stock Award
Agreement.

              


      

       

      
        	
                (c)  

              	
                Restrictions and
      Conditions.  The shares of Restricted Stock awarded
      pursuant to this Section 10 shall be subject to the following restrictions
      and conditions:

              


      

       

      
        	
                (i)  

              	
                Subject
      to the provisions of this Plan and the Restricted Stock Award Agreements,
      from the date of grant through such period as may be set by the Committee
      (the “Restriction Period”), the Participant shall not be permitted to
      sell, transfer, pledge or assign shares of Restricted Stock awarded under
      the Plan.  The Committee may, in its sole discretion, provide
      for the lapse of such restrictions in installments and may accelerate or
      waive such restrictions in whole or in part based on performance and/or
      such other factors as the Committee may determine, in its sole
      discretion.

              


      

       


      
        
           


        

        
          - 9
-

          
            

          

        

        
           


        

      


      
        	
                (ii)  

              	
                Except
      as provided in subsection (c)(i) of this Section 10, the Participant shall
      have, with respect to the shares of Restricted Stock, all of the rights of
      a stockholder of the Company, including the right to vote and to receive
      any dividends.  Dividends paid in stock of the Company or stock
      received in connection with a stock split with respect to Restricted Stock
      shall be subject to the same restrictions as on such Restricted
      Stock.  Certificates for shares of unrestricted Common Stock
      shall be delivered to the Participant after, and only after, the period of
      forfeiture shall expire without forfeiture in respect of such shares of
      Restricted Stock.

              


      

       

      
        	
                (iii)  

              	
                Subject
      to the provisions of the Restricted Stock Award Agreement or other
      applicable agreement, and this Section 10, upon termination of employment
      for any reason during the Restriction Period, all shares still subject to
      restriction shall be forfeited by the Participant;
    provided.

              


      

       

      
        	
                (iv)  

              	
                The
      Committee may, in its sole discretion, waive in whole or in part any or
      all restrictions with respect to such Participant’s shares of Restricted
      Stock.

              


      

       

      Section
11. Supplemental Cash
Payments.  Subject to the Committee’s discretion, Award
Agreements may provide for the payment by the Company of a supplemental cash
payment after the exercise of a Stock Option or Stock Appreciation Right, at the
time of payment of a Performance Unit or at the end of the restriction period of
a Restricted Stock Award. However, any such provision shall provide for payment
in a manner that is intended to avoid adverse tax consequences under Section
409A of the Code.  Supplemental cash payments shall be subject to such
terms and conditions as shall be provided by the Committee, provided that in no
event shall the amount of each payment exceed:

       

      
        	
                (a)  

              	
                In
      the case of a Stock Option, the excess of the Fair Market Value of a share
      of Common Stock on the date of exercise over the option price multiplied
      by the number of shares for which such Stock Option is exercised,
      or

              


      

       

      
        	
                (b)  

              	
                In
      the case of a Stock Appreciation Right, Performance Unit or Restricted
      Stock Award, the value of the shares and other consideration issued in
      payment of such Award.

              


      

       

      Section
12. Awards to Non-Employee
Directors.  Awards to Non-Employee Directors shall be subject
to Award Agreements with such additional provisions as the Committee may
determine that are not inconsistent with the Plan.

       

      Section
13. Sale, Merger or Change in
Control.  In the case of a merger or consolidation in which the
Company is not the surviving Company, or a sale of all or substantially all of
the business or assets of the Company, or liquidation or dissolution of the
Company, or in the event of a tender offer or any other change involving a
threatened change in control of the Company which, in the opinion of the
Committee, could deprive the holders of the benefits intended to be conferred by
Awards hereunder, the Committee may, in anticipation of any such transaction or
event, either at the time of grant or thereafter, make such adjustments in the
terms and conditions of outstanding Awards, as the Committee in its sole
discretion determines are equitably warranted under the circumstances including,
without limitation, (i) acceleration of vesting or modification of other
terms of exercise, or (ii) acceleration of the lapse of restrictions and/or
performance objectives or other terms. Notwithstanding the foregoing, any such
adjustments to Awards shall be made in a manner that is intended to avoid
adverse tax consequences under Section 409A of the Code.

       


      
        
           


        

        
          - 10
-

          
            

          

        

        
           


        

      


      


       

      Section
14. General
Provisions.

       

      
        	
                (a)  

              	
                Governmental or Other
      Regulations.  Each Award under the Plan shall be subject
      to the requirement that if, at any time, the Committee shall determine
      that (i) the listing, registration or qualification of the shares of
      Common Stock subject or related thereto upon any securities exchange or
      under any state or federal law, (ii) the consent or approval of any
      government regulatory authority, or (iii) an agreement by the recipient of
      an Award with respect to the disposition of shares of Common Stock, is
      necessary or desirable as a condition of, or in connection with, the
      granting of such Award or the issue or purchase of shares of Common Stock
      thereunder, such Award may not be consummated in whole or in part unless
      such listing, registration, qualification, consent, approval or agreement
      shall have been effected or obtained free of any conditions not acceptable
      to the Committee.  A Participant shall agree, as a condition of
      receiving any Award under the Plan, to execute any documents, make any
      representations, agree to restrictions on stock transferability and take
      any actions which in the opinion of legal counsel to the Company is
      required by any applicable law, ruling or
  regulation.

              


      

       

      
        	
                (b)  

              	
                Rights of a
      Stockholder.  The recipient of any Award under the Plan,
      unless otherwise provided by the Plan, shall have no rights as a
      stockholder with respect thereto unless and until certificates for shares
      of Common Stock are issued to the
recipient.

              


      

       

      
        	
                (c)  

              	
                No Additional
      Rights.  Nothing set forth in this Plan shall prevent the
      Board from adopting other or additional compensation arrangements, subject
      to stockholder approval if such approval is required; and such
      arrangements may be either generally applicable or applicable only in
      specific cases.  Nothing in the Plan or in any agreement entered
      into pursuant to the Plan shall confer upon any Participant the right to
      continue in the employment of the Company or its Affiliates, or affect any
      right which the Company or such Affiliates may have to terminate the
      employment of the Participant.

              


      

       

      
        	
                (d)  

              	
                Withholding.  Whenever
      the Company proposes or is required to issue or transfer shares of Common
      Stock under the Plan, the Company shall have the right to require the
      recipient to remit to the Company, or provide indemnification satisfactory
      to the Company for, an amount sufficient to satisfy any federal, state or
      local withholding tax requirements prior to the issuance or delivery of
      any certificate or certificates for such shares.  Whenever
      payments are to be made in cash, such payments shall be net of an amount
      sufficient to satisfy any federal, state or local withholding tax
      requirements.  In the discretion of the Committee, the Company
      may allow a Participant to cause any such withholding obligation to be
      satisfied by electing to have the Company withhold shares otherwise
      available for delivery to the Participant; provided, however, that such
      shares shall have a Fair Market Value on the date the tax is to be
      determined in an amount equal to the minimum statutory total tax which
      could be imposed on the
transaction.

              


      

       


      
        
           


        

        
          - 11
-

          
            

          

        

        
           


        

      


      


       

      
        	
                (e)  

              	
                Non-Assignability.
      Unless otherwise determined by the Committee and reflected in the
      applicable Award Agreement, no Award under the Plan shall be assignable or
      transferable by a Participant except by will or by the laws of descent and
      distribution and all Awards shall be exercisable, during the Participant’s
      lifetime, only by the Participant or by the Participant’s legal guardian.
      A transferee of an Award shall have only those rights that the Participant
      would have had had the Award not been transferred. In addition, if the
      Committee allows an Award to be transferable or assignable, such Award
      shall be subject to such additional terms and conditions as the Committee
      deems appropriate.

              


      

       

      
        	
                (f)  

              	
                Unfunded Status of
      Plan.  The Plan is intended to constitute an “unfunded”
      plan for incentive and deferred compensation.  With respect to
      any payments not yet made to a Participant by the Company, nothing set
      forth herein shall give any such Participant any rights that are greater
      than those of a general creditor of the Company.  In its sole
      discretion, the Committee may authorize the creation of trusts or other
      arrangements to meet the obligations created under the Plan to deliver
      Common Stock or payments in lieu of or with respect to Awards hereunder;
      provided, however, that the existence of such trusts or other arrangements
      is consistent with the unfunded status of the
  Plan.

              


      

       

      
        	
                (g)  

              	
                Non-Uniform
      Determination.  The Committee’s determinations under the
      Plan (including, without limitation, determinations of the Eligible
      Persons to receive Awards, the form, amount and timing of such Awards, the
      terms and provisions of Awards and the Award Agreements, and the
      establishment of values and performance targets) need not be uniform and
      may be made by it selectively among Eligible Persons who receive, or are
      eligible to receive, Awards under the Plan, whether or not such Eligible
      Persons are similarly situated.  Notwithstanding anything
      contained in the Plan, the Company may make loans to Participants in
      connection with Awards under the Plan or otherwise to the extent permitted
      by law.

              


      

       

      
        	
                (h)  

              	
                Amendment or
      Termination.  The Board may amend, modify, suspend or
      terminate the Plan at any time; provided, however, that without
      stockholder approval, the Board may not increase the maximum number of
      shares which may be issued under the Plan (except increases pursuant to
      Sections 5(c) and 13 hereof), change the class of Persons eligible to
      receive Awards, extend the period specified in the Plan during which an
      Award may be exercised, extend the term of the Plan or change the minimum
      option price. The termination or any modification, suspension or amendment
      of the Plan shall not adversely affect a Participant’s rights under an
      Award previously granted without the consent of such
      Participant.  The Committee may amend the terms of any Award
      theretofore granted, prospectively or retroactively, but no such amendment
      shall impair the rights of any Participant or permitted transferee without
      his or her consent.

              


      

       

      
        	
                (i)  

              	
                Use of
      Proceeds.  The proceeds received by the Company from the
      sale of Common Stock pursuant to the sale or exercise of Awards under the
      Plan shall be added to the Company’s general funds and used for general
      corporate purposes.

              


      

       

      
        	
                (j)  

              	
                Section 16.  It
      is intended that the Plan and any grants made to a Person subject to
      Section 16 of the Act meet all of the requirements of Rule 16b-3
      thereunder.  If any provision of the Plan or any Award hereunder
      would disqualify the Plan or such Award, or would otherwise not comply
      with Rule 16b-3, such provision or Award shall be construed or deemed
      to be amended to conform to
Rule 16b-3.

              


      

       


      
        
           


        

        
          - 12
-

          
            

          

        

        
           


        

      


      


       

      
        	
                (k)  

              	
                No Restriction on Right of
      Company to Effect Corporate Changes.  Nothing in the Plan
      shall affect the right or power of the Company or its stockholders to make
      or authorize any or all adjustments, recapitalizations, reorganizations or
      other changes in the Company’s capital structure or its business, or any
      merger or consolidation of the Company, or any issue of stock or of
      options, warrants or rights to purchase stock or of bonds, debentures,
      preferred or prior preference stocks whose rights are superior to or
      affect the Common Stock or the rights thereof or which are convertible
      into or exchangeable for Common Stock, or the dissolution or liquidation
      of the Company, or any sale or transfer of all or any part of its assets
      or business, or any other corporate act or proceeding, whether of a
      similar character or otherwise.

              


      

       

      
        	
                (l)  

              	
                Award Agreement. The
      prospective recipient of a Stock Option Award or a Stock Appreciation
      Right Award under the Plan shall not have the right to exercise any
      portion of such Award, unless and until such recipient has executed an
      Award Agreement evidencing the Award and has delivered a fully executed
      copy thereof to the Company, and has otherwise complied with the
      then-applicable terms and conditions.  The prospective recipient
      of an Award under the Plan (other than a Stock Option Award or a Stock
      Appreciation Right Award) shall not have any rights with respect to such
      Award, unless and until such recipient has executed an Award Agreement
      evidencing the Award and has delivered a fully executed copy thereof to
      the Company, and has otherwise complied with the then-applicable terms and
      conditions.

              


      

       

      
        	
                (m)  

              	
                Construction of
      Plan.  The validity, interpretation, and administration
      of the Plan and of any rules, regulations, determinations, or decisions
      made thereunder, and the rights of any and all Persons having or claiming
      to have any interest therein or thereunder, shall be determined
      exclusively in accordance with the laws of the State of
      Colorado.

              


      

       

      
        	
                (n)  

              	
                Duration of the
      Plan.  The Plan shall remain in effect until all Awards
      under the Plan have been satisfied by the issuance of shares or the
      payment of cash, but no Award shall be granted more than ten (10) years
      after the effective date hereof.

              


      

       

      
        	
                (o)  

              	
                Section 409A of the
      Code.  The Plan shall be administered, operated, and
      interpreted such that all Awards granted hereunder are not considered
      deferred compensation subject to Section 409A of the Code and the
      Committee shall have the discretion to modify or amend any Award granted
      hereunder and any Award Agreement (and may do so retroactively); provided
      that any such modification or amendment is necessary to cause such Award
      to be exempt from Section 409A of the Code and is not materially
      prejudicial to the Company and the affected
  Participant.

              


      

       

      


       

      


       

      


       

      


       

      As
amended by the Board of Directors of United Western Bancorp, Inc.

      December
17, 2008

       

       

      -13-