##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 0-21231
 UNITED WESTERN BANCORP, INC.
  Colorado
    
    84-1233716(State of other jurisdiction of incorporation or organization
    
    (I.R.S. Employer Identification No.)700 17thStreet, Suite 2100, Denver, Colorado
    
    80202(Address of principal executive offices)
    
    (Zip Code)
 (303) 595-9898
  Title of Each Class
    
    Name of each exchange on which RegisteredCommon Stock, par value $.0001 per share
    
    The NASDAQ Global Stock MarketPreferred Share Purchase Rights
 None
 Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes
o No o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 Yes o No þ
  DOCUMENTS INCORPORATED BY REFERENCE:




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##### 



TABLE OF CONTENTS
 PagePART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    1Item 11. Executive Compensation
    
    
    8Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    29Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    32Item 14. Principal Accountant Fees and Services
    
    
    32PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    34Signatures
    
    
    35Exhibit 31.1Exhibit 31.2
  EXPLANATORY NOTE
    i




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Executive Officers and Directors
  Present Office(s) Held at
    
    Current TermName
    
    Age
    
    United Western Bancorp, Inc.
    
    ExpiresGuy A. Gibson
    
    
    45
    
    
    Chairman of the Board of Directors
    
    
    2011William D. Snider
    
    
    68
    
    
    Vice Chairman of the Board
    
    
    2010Scot T. Wetzel1
    
    
    41
    
    
    President, Chief Executive
Officer, and Director
    
    
    2010Michael J. McCloskey
    
    
    58
    
    
    Director, Executive Vice
President, General Counsel and
Chief Operating Officer
    
    
    2011Benjamin C. Hirsh
    
    
    53
    
    
    Chief Accounting Officer
    
    
    N/AJames H. Bullock (1)(2)(3)
    
    
    73
    
    
    Director
    
    
    2011Bernard C. Darré (1)(2)(3)
    
    
    40
    
    
    Director
    
    
    2012Jeffrey R. Leeds (1)(2)(3)
    
    
    64
    
    
    Director
    
    
    2010Lester Ravitz (1)(2)(3)
    
    
    72
    
    
    Director
    
    
    2012Robert T. Slezak (1)(2)(3)
    
    
    52
    
    
    Director
    
    
    2012
 
 (1)
    
    Member of the Audit Committee.(2)
    
    Member of the Compensation Committee.(3)
    
    Member of the Nomination and Governance Committee. Guy A. Gibson
 William D. Snider
 
 1
    
    Mr. Wetzel resigned from all such officer and director
positions with the Company effective April 30, 2010.  1




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Scot T. Wetzel
 Michael J. McCloskey
 Benjamin C. Hirsh
 James H. Bullock
 Bernard C. Darré
  2




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Jeffrey R. Leeds
 Lester Ravitz
 Robert T. Slezak
 Corporate Governance
 The Board of Directors
    3




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Committees of the Board
  The Audit Committee
  The Compensation Committee
    4




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The Nomination and Governance Committee
  Nominee Qualifications
  
    
    Directors should possess personal and professional ethics, integrity and values;
 
    
    Each director must be committed to promoting long-term shareholder value;
 
    
    Each director should have significant and relevant expertise in at least one of
the Companys established business lines, or other significant and relevant
business expertise that the Board believes will allow the candidate to effectively
promote long-term shareholder value;
 
    
    Each director should have the ability to exercise sound business judgment;
 
    
    Each director should be able to read and understand basic financial statements
(balance sheet, income statement and statement of cash flows); and
 
    
    Directors should be willing to devote sufficient time to carrying out his or her
duties and responsibilities to the Company effectively.
    5




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Selection of Directors
    Risk Oversight by the Board of Directors
     6




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Shareholder Communication with the Board of Directors
  Website Access to Corporate Governance Documents
   Section 16(a) Beneficial Ownership Reporting Compliance
   7




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Item 11. Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
  Overview of Compensation Philosophy and Principles
      8




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
    
    Drive and reward performance which supports the Companys strategic goals;
 
    
    Provide a significant percentage of total compensation that is at-risk, or
variable, based on predetermined performance criteria;
 
    
    Encourage stock holdings or other equity driven compensation to align the
interests of the Named Executive Officers with those of shareholders;
 
    
    Design competitive compensation programs that enhance our ability to attract and
retain the best performing Named Executive Officers; and
 
    
    Set compensation and incentive levels that reflect competitive market practices.
    Role of Named Executive Officers in Compensation Decisions
   9




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##### Table of Contents



Components of the Executive Compensation Program
  
    
    Base salaries;
 
    
    Annual incentive cash compensation;
 
    
    Retirement, health and welfare benefits; and
 
    
    Equity-based incentive compensation.
 Base Salaries
   
    
    Grow and support the banking subsidiarys community banking strategies;
 
    
    Successfully manage institutional risk;
 
    
    Communicate strategy and financial results effectively; and
 
    
    Develop human resource capability and reduce attrition.
  
    
    The current compensation demonstrates a significant deviation from the market
data;
 
    
    It wishes to recognize outstanding individual performance; and
 
    
    It wishes to recognize an increase in responsibility.
  Annual Incentive Compensation
   10




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Retirement, Health and Welfare Benefits
  Equity Based Compensation
   Compensation Methodology
 Compensation Consultant
   11




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Peer Group and Compensation Targets
    Peer Group Table
 One YearTotal
    
    
    Market
    
    
    ShareholderName
    
    Net Income(1)
    
    
    Assets(2)
    
    
    Capitalization(2)
    
    
    Return(3)(Dollars in Thousands)
    
    
    (Dollars in Millions)United Western Bancorp, Inc.(4)
    
    $
    (42,045
    )
    
    $
    2,526,172
    
    
    $
    80.99
    
    
    
    -69.1
    %Cascade Bancorp
    
    
    (93,080
    )
    
    
    2,193,877
    
    
    
    19.16
    
    
    
    -89.9
    %Cascade Financial Corporation
    
    
    (23,468
    )
    
    
    1,704,628
    
    
    
    26.84
    
    
    
    -59.2
    %Guaranty Bancorp
    
    
    (29,207
    )
    
    
    2,127,580
    
    
    
    68.07
    
    
    
    -34.0
    %CoBiz Financial Inc.
    
    
    (83,355
    )
    
    
    2,466,015
    
    
    
    174.44
    
    
    
    -50.2
    %First State Bancorporation
    
    
    (110,493
    )
    
    
    2,744,395
    
    
    
    8.29
    
    
    
    -75.8
    %Provident Financial Holdings, Inc.
    
    
    (3,715
    )
    
    
    1,414,638
    
    
    
    31.45
    
    
    
    -37.2
    %Southwest Bancorp, Inc.
    
    
    12,982
    
    
    
    3,108,291
    
    
    
    102.37
    
    
    
    -45.7
    %TrustCo Bank Corp NY
    
    
    28,120
    
    
    
    3,679,897
    
    
    
    482.90
    
    
    
    -30.6
    %
 
 (1)
    
    Net Income is for the trailing 12-months ended December 31, 2009.(2)
    
    Total Assets and Market Capitalization is as of December 31, 2009.(3)
    
    One Year Shareholder Return determined from December 31, 2008 to December 31, 2009. Total
Shareholder Return is defined as closing share price at end of period, less starting period
closing share price, plus dividends declared for the period, divided by starting period
closing share price.(4)
    
    The Company is included in this schedule for comparison purposes.  12




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Performance Measurements
  Community Bank Management
  Financial Measurements
  Wholesale Bank Management
  2009 Compensation Analysis
    13




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2009 Base Salaries
  2009 Incentive Compensation
   Incentive Compensation Measurements and Weighting
  Business Plan
    
    
    Measurement
    
    
    Measurement WeightingCriteria
    
    Targets
    
    
    Weighting
    
    
    Threshold
    
    
    Target
    
    
    MaximumCommunity Bank Measurements:Community Bank Deposit Growth
    
    $
    361,000,000
    
    
    
    16.6
    %
    
    
    70
    %
    
    
    100
    %
    
    
    120
    %Asset Quality (1)
    
    
    2.16
    %
    
    
    16.7
    %
    
    
    120
    %
    
    
    100
    %
    
    
    70
    %Capital Ratio (2)
    
    
    10.62
    %
    
    
    16.7
    %
    
    
    70
    %
    
    
    100
    %
    
    
    120
    %Financial Measurements:Aggregate earnings per share for the
year (primary)
    
    $
    1.44
    
    
    
    33.0
    %
    
    
    70
    %
    
    
    100
    %
    
    
    120
    %Return on average equity (3)
    
    
    10.91
    %
    
    
    17.0
    %
    
    
    70
    %
    
    
    100
    %
    
    
    120
    %Total
    
    
    
    
    
    
    100.00
    %
 
 (1)
    
    The term asset quality in this instance was defined to be non-performing loans held by
United Western Bank as of December 31, 2009, as a percentage of loans held for investment plus
real estate owned by United Western Bank as of December 31, 2009.(2)
    
    The term capital ratio in this instance was defined to be total risk based capital for
United Western Bank as of December 31, 2009.(3)
    
    The term return on average equity is defined to mean the percentage determined by dividing
aggregate net income for the calendar year 2009 by the average equity of the Company for 2009
calendar year, consistently calculated.  14




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e.g.,
 Incentive Compensation Factor Multipliers
 Annual Incentive OpportunityMinimum
    
    Below Plan
    
    Plan
    
    Above PlanMultiplier of Award Weighting
    
    0
    
    50%
    
    100%
    
    200%Percent of Strategic Plan
Achieved
    
    Under 70% of Plan
    
    70%-120% of Plan
    
    100% of Plan
    
    70%-120% of Plan
    15




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2009 Equity Based Compensation
  Name
    
    Restricted Stock GrantGuy A. Gibson
    
    20,249 sharesScot T. Wetzel
    
    25,601 sharesWilliam D. Snider
    
    20,249 sharesMichael J. McCloskey
    
    20,249 shares
  2008 Retirement Health & Welfare Benefits
  Severance Plan
  Our Compensation Policies and Practices as They Relate to the Companys Risk Management
     16




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Employment Agreements and Arrangements
    Change in Control Agreements
  Indemnification Agreements
    17




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Stock Ownership Guidelines
   Stock Ownership Level
 Officer Positions
    
    Multiple of SalaryChief Executive Officer
    
    
    3xChief Financial Officer, Chief Operating Officer and Chief Accounting Officer
    
    
    1x
   Tax Implications of Executive Compensation
    18




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COMPENSATION COMMITTEE REPORT
   
  EXECUTIVE COMPENSATION  SUMMARY COMPENSATION TABLE
   19




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Summary Compensation Table  Named Executive Officers
 NonequityName & Principal
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    All OtherPosition
    
    Year
    
    
    Salary
    
    
    Awards(1)
    
    
    Awards (2)
    
    
    Compensation
    
    
    Compensation
    
    
    TotalGuy A. Gibson (3)
    
    
    2009
    
    
    $
    318,000
    
    
    $
    191,151
    
    
    $
    
    
    
    $
    211,152
    
    
    $
    7,350
    
    
    $
    727,653Chairman of the Board
    
    
    2008
    
    
    
    300,000
    
    
    
    146,870
    
    
    
    
    
    
    
    310,320
    
    
    
    6,900
    
    
    
    764,0902007
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    375,000
    
    
    
    6,750
    
    
    
    681,750Scot T. Wetzel (4)
    
    
    2009
    
    
    
    400,000
    
    
    
    241,673
    
    
    
    
    
    
    
    265,000
    
    
    
    60,619
    
    
    
    967,292President & CEO
    
    
    2008
    
    
    
    380,208
    
    
    
    115,634
    
    
    
    28,032
    
    
    
    389,784
    
    
    
    59,710
    
    
    
    973,3682007
    
    
    
    375,000
    
    
    
    188,269
    
    
    
    
    
    
    
    468,750
    
    
    
    45,510
    
    
    
    1,077,529William D. Snider (5)
    
    
    2009
    
    
    
    318,000
    
    
    
    191,151
    
    
    
    
    
    
    
    211,152
    
    
    
    56,827
    
    
    
    777,130Chief Financial Officer
    
    
    2008
    
    
    
    300,000
    
    
    
    55,955
    
    
    
    52,369
    
    
    
    310,320
    
    
    
    48,427
    
    
    
    767,0712007
    
    
    
    300,000
    
    
    
    121,037
    
    
    
    285,128
    
    
    
    369,000
    
    
    
    36,010
    
    
    
    1,111,175Michael J. McCloskey (6)
    
    
    2009
    
    
    
    318,000
    
    
    
    191,151
    
    
    
    
    
    
    
    211,152
    
    
    
    34,607
    
    
    
    754,910Chief Operating Officer
    
    
    2008
    
    
    
    300,000
    
    
    
    57,549
    
    
    
    44,713
    
    
    
    310,320
    
    
    
    31,507
    
    
    
    744,0892007
    
    
    
    300,000
    
    
    
    121,037
    
    
    
    
    
    
    
    306,000
    
    
    
    23,090
    
    
    
    750,127Benjamin C. Hirsh (7)
    
    
    2009
    
    
    
    212,000
    
    
    
    
    
    
    
    
    
    
    
    67,500
    
    
    
    52,686
    
    
    
    332,186Chief Accounting Officer
    
    
    2008
    
    
    
    200,000
    
    
    
    35,800
    
    
    
    15,227
    
    
    
    73,250
    
    
    
    39,392
    
    
    
    363,6692007
    
    
    
    200,000
    
    
    
    21,465
    
    
    
    23,286
    
    
    
    85,000
    
    
    
    32,960
    
    
    
    362,711
 
 (1)
    
    For each of the restricted stock grants, the value shown is based on the fair value at the
date of grant determined in accordance with ASC Topic 718. See the Companys Annual Report
for the year ended December 31, 2009 for a complete description of the ASC Topic 718 valuation
disclosures.(2)
    
    For each of the stock option grants, the value shown is the fair value at the date of grant
determined in accordance with ASC Topic 718. The cost of these options is also included in
the Companys financial statements in accordance with ASC Topic 718. See the Companys Annual
Report for the year ended December 31, 2009 for a complete description of the ASC Topic 718
valuation disclosures. The actual number of awards granted is shown in the Grants of Plan
Based Awards table included in this filing.(3)
    
    Mr. Gibson received $7,350 as the Company contribution to his 401(k) Plan.(4)
    
    Effective April 30, 2010, Mr. Wetzel resigned as our President and Chief Executive Officer,
along with all other positions with the Company and United Western Bank, and accepted a
position as an employee of the Company and Corporate Development Officer of United Western Bank,
both non-executive officer positions. Mr. Wetzel received $7,350 as the Company contribution to his 401(k) Plan, director
fees in the amount of $36,100 for services as a Director of United Western Bank, $9,000 annual
car allowance, annual parking of $2,460, club fees of $2,700, and long-term disability
premiums of $3,009 for a total of $60,619 in all other compensation.(5)
    
    Effective April 15, 2010, Mr. Snider retired as Chief Financial Officer and from all other
day-to-day roles with the Company and its subsidiaries. Mr. Snider will continue to serve as
a director of the Company. Mr. Snider received $7,350 as the Company contribution to his
401(k) Plan, $36,100 and $8,000 for acting as a director of United Western Bank and UW Trust
Company, respectively, both affiliates of the Company, annual parking of $2,460, and long-term
disability premiums of $2,917, for a total of $56,827 in all other compensation.(6)
    
    Mr. McCloskey received $7,350 as the Company contribution to his 401(k) Plan, $16,000 for
acting as a director of UW Trust Company, an affiliate of the Company, annual parking of
$2,460, club fees of $5,880, and long-term disability premiums of $2,917, for a total of
$34,607 in all other compensation.  20




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(7)
    
    Mr. Hirsh received $7,350 as the Company contribution to his 401(k) Plan, $39,100 for acting
as a director of United Western Bank, an affiliate of the Company, annual parking of $2,460,
continuing education and professional license fees of $844, and long-term disability premiums
of $2,932, for a total of $52,686 in all other compensation. GRANT OF PLAN-BASED AWARDS TABLE
   Restricted StockName
    
    All Other Stock Awards (#)(1)
    
    Grant DateGuy A. Gibson
    
    20,249
    
    May 7, 2009Scot T. Wetzel
    
    25,601
    
    May 7, 2009William D. Snider
    
    20,249
    
    May 7, 2009Michael J. McCloskey
    
    20,249
    
    May 7, 2009Benjamin C. Hirsh
    
    
    
    
 
 (1)
    
    Represents grant of restricted stock under the 2007 Equity Incentive Plan. Stock vests
annually over five years. All stock awards reported in this table were awarded on May 7,
2009.(2)
    
    Represents options granted under the stock option matching program and the 2007 Equity
Incentive Plan. See discussion regarding 2007 Equity Incentive Plan below.(3)
    
    The exercise price for each stock option is the closing stock price on the date of grant.
See discussion regarding 2007 Equity Incentive Plan below.   21




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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
  Option Awards
    
    
    Stock AwardsEquityincentiveplanEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    awards:incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    number ofplan awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    unearnedNumber of
    
    
    Number of
    
    
    number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    value of
    
    
    shares,securities
    
    
    securities
    
    
    securities
    
    
    
    
    
    
    
    
    
    
    shares or
    
    
    shares or
    
    
    units orunderlying
    
    
    underling
    
    
    underlying
    
    
    
    
    
    
    
    
    
    
    units of
    
    
    units of
    
    
    otherunexercised
    
    
    unexercised
    
    
    unexercised
    
    
    Option
    
    
    Option
    
    
    stock that
    
    
    stock that
    
    
    rights thatoptions
    
    
    options un-
    
    
    earned
    
    
    exercise
    
    
    expiration
    
    
    have not
    
    
    have not
    
    
    have notName
    
    exercisable
    
    
    exercisable(1)
    
    
    options
    
    
    price
    
    
    date
    
    
    vested(2)
    
    
    vested(3)
    
    
    vestedGuy A. Gibson
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    26,813
    
    
    $
    74,004
    
    
    
    26,813Scot T. Wetzel
    
    
    120,000
    
    
    
    80,000
    
    
    
    200,000
    
    
    
    19.00
    
    
    
    1/11/2016
    
    
    
    35,547
    
    
    
    98,110
    
    
    
    35,547551
    
    
    
    2,205
    
    
    
    2,756
    
    
    
    17.90
    
    
    
    3/31/20181,280
    
    
    
    5,120
    
    
    
    6,400
    
    
    
    11.92
    
    
    
    8/4/2018William D. Snider
    
    
    24,000
    
    
    
    16,000
    
    
    
    40,000
    
    
    
    19.00
    
    
    
    1/19/2016
    
    
    
    25,822
    
    
    
    71,269
    
    
    
    25,822300
    
    
    
    200
    
    
    
    500
    
    
    
    22.75
    
    
    
    3/10/201618,000
    
    
    
    27,000
    
    
    
    45,000
    
    
    
    20.40
    
    
    
    2/13/20173,732
    
    
    
    2,480
    
    
    
    9,330
    
    
    
    21.30
    
    
    
    10/5/20172,480
    
    
    
    9,920
    
    
    
    12,400
    
    
    
    17.09
    
    
    
    5/1/2018400
    
    
    
    1,600
    
    
    
    2,000
    
    
    
    11.92
    
    
    
    8/4/2018Michael J. McCloskey
    
    
    64,285
    
    
    
    42,858
    
    
    
    107,143
    
    
    
    19.00
    
    
    
    1/11/2016
    
    
    
    25,893
    
    
    
    71,465
    
    
    
    25,8931,588
    
    
    
    6,352
    
    
    
    7,940
    
    
    
    17.90
    
    
    
    3/31/2018427
    
    
    
    1,709
    
    
    
    2,136
    
    
    
    17.31
    
    
    
    5/15/2018399
    
    
    
    1,599
    
    
    
    1,998
    
    
    
    11.92
    
    
    
    8/4/2018Benjamin C. Hirsh
    
    
    3,000
    
    
    
    2,000
    
    
    
    5,000
    
    
    
    20.76
    
    
    
    1/26/2016
    
    
    
    2,144
    
    
    
    5,917
    
    
    
    2,1442,000
    
    
    
    3,000
    
    
    
    5,000
    
    
    
    21.30
    
    
    
    10/5/2017776
    
    
    
    3,104
    
    
    
    3,880
    
    
    
    17.90
    
    
    
    3/31/2018
 
 (1)
    
    All options for the Named Executive Officers vest over a period of five years, with the first
20% vesting one year after the date of grant. The options are exercisable for 10 years, and
expire on the date 10 years from the date of grant.(2)
    
    Grants of restricted stock for the Named Executive Officers vest over a period of five years.(3)
    
    For each of the unvested restricted stock grants, the value shown is based on the closing
price of the Companys stock on December 31, 2009 ($2.76), multiplied by the number of
unvested restricted shares.  22




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##### Table of Contents



OPTION EXERCISES AND STOCK VESTED TABLE
  Restricted StockNumber of Shares
    
    
    Value RealizedName
    
    Acquired on Vesting
    
    
    Upon VestingGuy A. Gibson
    
    
    1,641
    
    
    $
    8,008
    (1)Scot T. Wetzel
    
    
    1,593
    
    
    
    7,949
    (2)1,292
    
    
    
    6,305
    (1)William D. Snider
    
    
    1,024
    
    
    
    5,110
    (2)625
    
    
    
    3,050
    (1)Michael J. McCloskey
    
    
    1,024
    
    
    
    5,110
    (2)643
    
    
    
    3,138
    (1)Benjamin C. Hirsh
    
    
    182
    
    
    
    908
    (2)400
    
    
    
    1,952
    (1)
 
 (1)
    
    The value realized upon vesting is derived by multiplying the number of shares acquired on
vesting by the closing price of UWBK common stock on March 31, 2009 ($4.88), the date on which
the restriction on the shares expired.(2)
    
    The value realized upon vesting is derived by multiplying the number of shares acquired on
vesting by the closing price of UWBK common stock on March 19, 2009 ($4.99), the date on which
the restriction on the shares expired. PENSION BENEFITS
  NON-QUALIFIED DEFERRED COMPENSATION
  POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL
 Employment Agreement with Scot T. Wetzel
    23




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##### Table of Contents



2007 EQUITY INCENTIVE PLAN
         24




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##### Table of Contents



EMPLOYEE STOCK PURCHASE PLAN
   COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  COMPENSATION OF DIRECTORS
   Fiscal Year Ended December 31, 2009 Director Compensation
   25




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##### Table of Contents



Summary Compensation Table  Independent Directors
 Fees EarnedFees Earned
    
    
    Paid in Stock
    
    
    Option
    
    
    All OtherName
    
    Paid in Cash
    
    
    Awards (1)
    
    
    Awards
    
    
    Compensation
    
    
    TotalJames H. Bullock (3)
    
    $
    36,300
    
    
    $
    31,200
    
    
    $
    
    
    
    $
    45,850
    
    
    $
    113,350Jeffrey R. Leeds (4)
    
    
    34,300
    
    
    
    28,200
    
    
    
    14,200
    (2)
    
    
    
    
    
    
    76,700Lester Ravitz (5)
    
    
    36,300
    
    
    
    31,200
    
    
    
    
    
    
    
    
    
    
    
    67,500Robert T. Slezak (6)
    
    
    37,300
    
    
    
    34,200
    
    
    
    51,520
    (2)
    
    
    
    
    
    
    123,020Bernard C. Darré (7)
    
    
    35,050
    
    
    
    28,200
    
    
    
    
    
    
    
    44,225
    
    
    
    107,475
 
 (1)
    
    Independent directors receive 60% of their board and committee fees in shares of the
Companys common stock. These awards are made on the first business day of each calendar
quarter at a value per share equal to the closing price of our stock on the immediately
preceding business day.(2)
    
    In valuing the directors 2009 option grants, these options are part of the stock option
matching program the Company put in place to compensate employees and directors willing to
invest in the Company. Such options have a ratable five year vesting period, utilize the same
exercise multiple as those options granted to Named Executive Officers of 2.04, and assume an
attrition rate of 10%.(3)
    
    Compensation paid to Dr. Bullock includes $36,300 director fees earned and paid in cash
during 2009, $31,200 director fees paid in the form of 5,221 shares of Company common stock,
and $45,850 paid to Dr. Bullock for his services as a director of United Western Bank.(4)
    
    Compensation paid to Mr. Leeds includes $34,300 director fees earned and paid in cash in
2009, and $28,200 director fees paid in the form of 4,720 shares of Company common stock. Mr.
Leeds also received a grant of 20,000 stock options in 2009 as part of the stock option
matching program the Company put in place to compensate employees and directors willing to
invest in the Company. See discussion regarding 2007 Equity Plan above.(5)
    
    Compensation paid to Mr. Ravitz includes $36,300 director fees earned and paid in cash in
2009, and $31,200 director fees paid in the form of 5,221 shares of Company common stock.(6)
    
    Compensation paid to Mr. Slezak includes $37,300 director fees earned and paid in cash in
2009, and $34,200 director fees paid in the form of 5,724 shares of Company common stock. Mr.
Slezak also received a grant of 16,000 stock options in 2009 as part of the stock option
matching program the Company put in place to compensate employees and directors willing to
invest in the Company. See discussion regarding 2007 Equity Plan above.(7)
    
    Compensation paid to Mr. Darré includes $35,050 director fees earned and paid in cash during
2009, $28,200 director fees paid in the form of 4,720 shares of Company common stock, and
$44,225 paid to Mr. Darré for his services as a Director of United Western Bank.  26




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##### Table of Contents



Grants of Plan-Based Awards to Independent Directors in Fiscal 2009
  Exercise or BasePrice of OptionAll Other Stock
    
    
    Option
    
    
    All Other Option
    
    
    AwardsName
    
    Awards (#) (1)
    
    
    Grant Date
    
    
    Awards (#) (2)
    
    
    (Price/Share)James H. Bullock
    
    
    5,221
    
    
    
    N/A
    
    
    
    
    
    
    
    N/ARobert T. Slezak
    
    
    5,724
    
    
    
    05/07/2009
    
    
    
    16,000
    
    
    $
    9.44Lester Ravitz
    
    
    5,221
    
    
    
    N/A
    
    
    
    
    
    
    
    N/AJeffrey R. Leeds
    
    
    4,720
    
    
    
    12/17/2009
    
    
    
    20,000
    
    
    $
    2.72Bernard C. Darré
    
    
    4,720
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
 
 (1)
    
    Independent directors receive 60% of their quarterly retainer amounts in shares of our common
stock issued as of the first business day of each calendar quarter at a value equal to the
closing price of our common stock reported as of the immediately preceding business day. See
disclosure above under Fiscal Year Ended December 31, 2009 Director Compensation.(2)
    
    Options granted pursuant to a stock option matching program whereby directors may be granted
an option to purchase two shares of stock for every one share of qualifying stock purchased,
up to a maximum grant of $75,000 annually. These options vest 20% per year over five years,
with the first vesting date being the anniversary date of the date of grant.  27




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##### Table of Contents



Outstanding Equity Awards at December 31, 2009 Year-End  Independent Directors
  Equityincentiveplanawards:Number of
    
    
    Number of
    
    
    number of
    
    
    
    
    
    
    
    
    
    
    Number ofsecurities
    
    
    securities
    
    
    securities
    
    
    
    
    
    
    
    
    
    
    shares orunderlying
    
    
    underlying
    
    
    underlying
    
    
    
    
    
    
    
    
    
    
    units ofunexercised
    
    
    unexercised
    
    
    unexercised
    
    
    Option
    
    
    Option
    
    
    stock thatoptions
    
    
    options
    
    
    earned
    
    
    exercise
    
    
    expiration
    
    
    have notName
    
    exercisable
    
    
    unexercisable
    
    
    options
    
    
    price
    
    
    date
    
    
    vested(1)James H. Bullock
    
    
    2,500
    
    
    
    
    
    
    
    2,500
    
    
    $
    22.95
    
    
    
    6/15/2016
    
    
    
    800
    
    
    
    1,200
    (1)
    
    
    2,000
    
    
    
    21.30
    
    
    
    10/5/2017
    
    
    
    1,200400
    
    
    
    1,600
    (1)
    
    
    2,000
    
    
    
    11.92
    
    
    
    8/4/2018
    
    
    
    1,600Jeffrey R. Leeds
    
    
    5,000
    
    
    
    
    
    
    
    5,000
    
    
    
    19.90
    
    
    
    11/9/2016
    
    
    
    
    
    
    
    20,000
    
    
    
    20,000
    
    
    
    2.72
    
    
    
    12/17/2019
    
    
    
    20,000Lester Ravitz
    
    
    2,500
    
    
    
    
    
    
    
    2,500
    
    
    
    22.95
    
    
    
    6/15/2016
    
    
    
    400
    
    
    
    600
    (1)
    
    
    1,000
    
    
    
    20.17
    
    
    
    12/17/2017
    
    
    
    600Robert T. Slezak
    
    
    2,500
    
    
    
    
    
    
    
    2,500
    
    
    
    22.95
    
    
    
    6/15/2016
    
    
    
    2,733
    
    
    
    4,101
    (1)
    
    
    6,834
    
    
    
    21.30
    
    
    
    10/5/2017
    
    
    
    4,1011,680
    
    
    
    6,720
    (1)
    
    
    8,400
    
    
    
    17.90
    
    
    
    3/31/2018
    
    
    
    6,720
    
    
    
    16,000
    
    
    
    16,000
    
    
    
    9.44
    
    
    
    5/7/2019
    
    
    
    16,000Bernard C. Darré
    
    
    200
    
    
    
    300
    (1)
    
    
    500
    
    
    
    20.17
    
    
    
    12/17/2017
    
    
    
    300100
    
    
    
    400
    (1)
    
    
    500
    
    
    
    18.89
    
    
    
    2/8/2018
    
    
    
    400700
    
    
    
    2,800
    (1)
    
    
    3,500
    
    
    
    11.92
    
    
    
    8/4/2018
    
    
    
    2,800
 
 (1)
    
    Options vest 20% per year over a five year period, commencing one year from date of grant. Option Exercises and Stock Vested for the Fiscal Year 2009  Independent Directors
  Stock Awards(1)Number of shares acquiredName
    
    on vesting
    
    
    Value realized on vestingJames H. Bullock
    
    
    5,221
    
    
    $
    31,200Bernard C. Darré
    
    
    4,720
    
    
    
    28,200Jeffrey R. Leeds
    
    
    4,720
    
    
    
    28,200Lester Ravitz
    
    
    5,221
    
    
    
    31,200Robert T. Slezak
    
    
    5,724
    
    
    
    34,200
 
 (1)
    
    Stock awarded quarterly to directors during 2009 as part of their annual director
compensation package. These shares vest immediately upon grant.  28




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
 Securities Authorized for Issuance Under Equity Compensation Plans
  Number of securitiesremaining availablefor future issuanceNumber of securities
    
    
    Weighted average
    
    
    under equityto be issued upon
    
    
    exercise price of
    
    
    compensation plansexercise of outstanding
    
    
    outstanding
    
    
    (excluding securitiesoptions, warrants and
    
    
    options, warrants
    
    
    reflected in columnPlan Category
    
    rights
    
    
    and rights
    
    
    (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
(1)
    
    
    1,072,422
    
    
    $
    18.37
    
    
    
    615,029Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,072,422
    
    
    $
    18.37
    
    
    
    615,029
 
 (1)
    
    Column (a) includes the options granted under the 1996 Amended and Restated Stock Option
Plan, the 2006 Special Stock Option Plan and the 2007 Equity Plan. Column (c) includes 499,181
shares that are available for future issuance under the 2007 Equity Plan and 115,848 shares
that are available under the Companys 1996 Employee Stock Purchase Plan (ESPP). There are
no shares remaining under the 2006 Special Stock Option Plan. There are 388,590 shares that
are available under the Companys 1996 Amended and Restated Stock Option Plan. These shares
have been excluded from column (c) as management and the Board of Directors intends to make
all prospective equity incentive awards from the 2007 Equity Plan. Column (a) does not include
securities approved by shareholders under the Companys ESPP, which has a shareholder approved
reserve of 400,000 shares. Under the ESPP, each eligible employee may purchase a limited
number of shares of common stock at annual intervals each year at a purchase price per share
equal to 85% of the fair market value of the Companys common stock as of either the beginning
or ending date of the annual purchase period. Under the ESPP 18,308 shares, 26,634 shares,
and 29,157 shares were issued in 2007, 2008, and 2009, respectively.
  29




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##### Table of Contents



Ownership of Common Stock by Principal Shareholders and Management
  Percent ofBeneficial Owner
    
    Common Shares(1)
    
    
    Common Shares(2)Directors and OfficersGuy A. Gibson
    
    
    1,314,180
    (3)
    
    
    4.47
    %Scot T. Wetzel
    
    
    196,971
    (4)
    
    
    *William D. Snider
    
    
    102,676
    (5)
    
    
    *Michael J. McCloskey
    
    
    121,170
    (6)
    
    
    *Benjamin C. Hirsh
    
    
    18,118
    (7)
    
    
    *James H. Bullock
    
    
    22,921
    (8)
    
    
    *Bernard C. Darré
    
    
    16,890
    (9)
    
    
    *Jeffrey R. Leeds
    
    
    39,399
    (10)
    
    
    *Lester Ravitz
    
    
    20,004
    (11)
    
    
    *Robert T. Slezak
    
    
    53,058
    (12)
    
    
    *All directors and executive officers as a group (ten
persons comprised of those
directors and executive
officers named above)
    
    
    1,905,386
    
    
    
    6.49
    %5% ShareholdersWilliam Blair & Company, LLC
    
    
    2,924,424
    (13)
    
    
    9.95
    %222 West Adams Street
Chicago, IL 60606Thomson Horstmann & Bryant, Inc.
    
    
    2,034,300
    (14)
    
    
    6.92
    %Park 80 West, Plaza One 
Saddle Brook, NJ 07663Clover Partners, LP
    
    
    1,977,014
    (15)
    
    
    6.73
    %2100 McKinney Avenue Suite 1500

Dallas, TX 75201-6928Mendon Capital Advisors Corp.
    
    
    1,794,360
    (16)
    
    
    6.11
    %150 Allens Creek Road

Rochester, New York 14618
 
 *
    
    Indicates ownership of less than 1% of the Companys Common Stock.(1)
    
    Beneficial ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with respect to
securities. Except as indicated in the footnotes to this table and subject to applicable
community property laws, the persons named in the table have sole voting and investment power
with respect to all shares of Common Stock beneficially owned.(2)
    
    Percentages are based on 29,381,220 shares of Common Stock issued and outstanding on April
26, 2010.  30




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##### Table of Contents



(3)
    
    Amount excludes 21,122 shares of shares of restricted stock subject to vesting. Mr. Gibson
has pledged 1,297,531 of his shares.(4)
    
    Includes 6,800 shares owned directly, 9,163 shares in an IRA account, 1,378 shares in Mr.
Wetzels 401(k), 7,043 shares owned jointly with Mr. Wetzels spouse, and 2,200 shares owned
by Mr. Wetzels children under the Uniform Gift to Minors Act. Mr. Wetzel has pledged 7,043 of
his shares. Amount includes 162,382 shares of common stock issuable upon the exercise of stock
options. Amount excludes (i) 46,774 shares of common stock issuable upon exercise of unvested
stock options and (ii) 27,542 shares of restricted stock subject to vesting.(5)
    
    Includes 68,492 shares of common stock issuable upon the exercise of stock options. Amount
excludes (i) 40,738 shares of common stock issuable upon exercise of unvested stock options
and (ii) 20,123 shares of restricted stock subject to vesting.(6)
    
    Includes 11,452 shares owned jointly with Mr. McCloskeys spouse, 9,932 in two separate IRA
accounts, restricted stock grants of 28,454 shares, and 1,235 shares owned through the
Companys Employee Stock Purchase Plan. Amount includes 90,143 shares of common stock issuable
upon the exercise of stock options. Amount excludes (i) 29,074 shares of common stock issuable
upon exercise of unvested stock options and (ii) 20,176 shares of restricted stock subject to
vesting.(7)
    
    Includes 4,060 shares owned jointly with Mr. Hirshs spouse, 1,612 in an IRA account,
restricted stock grants of 2,908 shares, and 3,549 shares owned through the Companys Employee
Stock Purchase Plan. Amount includes 7,552 shares of common stock issuable upon the exercise
of stock options. Amount excludes (i) 6,328 shares of common stock issuable upon exercise of
unvested stock options and (ii) 1,563 shares of restricted stock subject to vesting.(8)
    
    Amount includes 3,700 shares of common stock issuable upon the exercise of stock options.
Amount excludes 2,800 shares of common stock issuable upon exercise of unvested stock options.(9)
    
    Does not include 38,315 shares held by Bow River Capital Fund L.P. and Bow River Capital Fund
II L.P., which are managed by Bow River Capital Partners, of which Mr. Darré is a partner, of
which Mr. Darré has disclaimed beneficial ownership on account of agreements between him and
Bow River Capital Partners which remove from Mr. Darré any voting or dispositive power or
influence over the shares. Amount includes 1,100 shares of common stock issuable upon the
exercise of stock options. Amount excludes 3,400 shares of common stock issuable upon exercise
of unvested stock options.(10)
    
    Amount includes 5,000 shares of common stock issuable upon the exercise of stock options.
Amount excludes 20,000 shares of common stock issuable upon exercise of unvested stock
options.(11)
    
    Includes 1,069 shares owned by the Lester & Susan N. Ravitz Joint Revocable Trust, and 16,035
shares owned individually. Amount includes 2,900 shares of common stock issuable upon the
exercise of stock options. Amount excludes 600 shares of common stock issuable upon exercise
of unvested stock options.(12)
    
    Includes 27,000 shares owned by the Robert T. Slezak Trust, Robert T. and Jane G. Slezak
co-trustees, and 17,465 shares owned individually. Amount includes 8,593 shares of common
stock issuable upon the exercise of stock options. Amount excludes 25,141 shares of common
stock issuable upon exercise of unvested stock options.(13)
    
    Based on Schedule 13G for the period ended December 31, 2009, filed with the Commission on
February 5, 2010. Represents 2,924,424 shares of Common Stock beneficially owned by William
Blair & Company, LLC in its capacity as investment adviser on behalf of its clients. William
Blair & Company, LLC has sole voting and dispositive power over all such shares.  31




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##### Table of Contents



(14)
    
    Based on Schedule 13G for the period ended December 31, 2009, filed with the Commission on
January 28, 2010. Represents 2,034,300 shares of Common Stock beneficially owned by Thomson
Horstmann & Bryant,
Inc. in its capacity as investment power on behalf of its clients. Thomson Horstman & Briant,
Inc. has sole voting power over 1,721,700 of such shares and sole dispositive power over all
such shares.(15)
    
    Based on Schedule 13G/A for the period ended December 31, 2009, filed with the Commission on
February 8, 2010, on behalf of Clover Partners, L.P., the manager of a certain managed account
(the GP); Clover Investments, L.L.C., the general partner of the GP (Clover) and Michael
C. Mewhinney, the principal of Clover (collectively, the Reporting Persons), relating to
1,977,014 shares of Common Stock purchased by the GP on behalf of certain managed accounts and
the Fund. Each of the Reporting Persons has sole voting and dispositive power over all such
shares.(16)
    
    Based on Schedule 13G for the period ended December 31, 2009, filed with the Commission on
February 16, 2010. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Certain Relationships and Related Transactions
  Director Independence
  
 Item 14. Principal Accountant Fees and Services
 Audit Fees, Audit Related Fees, Tax Fees and Other Fees
  2009
    
    
    2008Audit Fees
    
    $
    
    
    
    $
    474,000Audit Related Fees (1)
    
    
    
    
    
    
    90,000Review of registration statement, Form 10-K/A, and issuance of consents
    
    
    95,000
    
    
    
    Total Audit and Related Fees
    
    
    95,000
    
    
    
    564,000Tax Fees (2)
    
    
    
    
    
    
    71,982All Other Fees (3)
    
    
    9,057
    
    
    
    Total Fees
    
    $
    104,057
    
    
    $
    635,982
 
 (1)
    
    Audit Related Fees consisted principally of fees for audits of financial statements of the
employee benefit plan and other compliance related procedures.  32




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##### Table of Contents



(2)
    
    Tax Fees consisted of fees for tax compliance and tax consulting services, paid to RSM
McGladrey, Inc., an affiliate of McGladrey & Pullen, LLP.(3)
    
    All Other Fees consisted of fees that were billed to the Company by McGladrey & Pullen for
fees related to the change in accounting firms.  2009
    
    
    2008Audit Fees
    
    $
    576,950
    
    
    $
    535,000Audit Related Fees (1)
    
    
    25,000
    
    
    
    25,000Review of registration statement and Form 10-K/A
    
    
    132,754
    
    
    
    Total Audit and Related Fees
    
    
    734,704
    
    
    
    560,000Tax Fees (2)
    
    
    31,700
    
    
    
    44,000All Other Fees
    
    
    2,500
    
    
    
    Total Fees
    
    $
    768,904
    
    
    $
    604,000
 
 (1)
    
    Audit related fees consisted principally of fees for audits of financial statements of the
employee benefit plan and other compliance related procedures.(2)
    
    Tax fees consisted of fees for tax compliance and tax consulting services. Audit Committee Pre-Approval Policies and Procedures
   33




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a)
    
    No financial statements are filed with this Annual Report on Form
10K/A. These items were included as part of the original filing of our Annual
Report on Form 10-K on March 15, 2010.
 (b)
    
    Exhibits
 ExhibitNumber
    
    Description31.1
    
    
    Certification by Guy A. Gibson pursuant to 18 U.S.C.
Section I350; as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification by Benjamin C. Hirsh pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
  34




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##### Table of Contents



SIGNATURES
 th
 UNITED WESTERN BANCORP, INC.Dated:  April 30, 2010
    /s/ Guy A. GibsonGuy A. GibsonChairman of the Board
(Principal Executive Officer)  35