WEST BANCORPORATION INC (Form: S-8, Received: 04/28/2017 08:23:03)

As filed with the Securities and Exchange Commission on April 28, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933



WEST BANCORPORATION, INC. (Exact name of Registrant as specified in its charter)
Iowa	42-1230603
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1601 22nd Street

West Des Moines, Iowa 50266

(Address, including zip code, of Registrant's principal executive offices)

West Bancorporation, Inc. 2017 Equity Incentive Plan

_____________________________________________________________________________________________________________________________________

(Full title of the plan)

Douglas R. Gulling, EVP & CFO

West Bancorporation, Inc.

1601 22nd Street

West Des Moines, Iowa 50266

(515) 222-2300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies of all communications:

Donald L. Norman, Jr., Esq.

Joseph T. Ceithaml, Esq.

Barack Ferrazzano Kirschbaum & Nagelberg LLP

200 West Madison Street, Suite 3900

Chicago, Illinois 60606

(312) 984-3100

and

William J . Noth, Esq.

Ahlers & Cooney, P.C.

100 Court Avenue, Suite 600

Des Moines, Iowa 50309

(515) 243-7611

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act:



Large accelerated filer o	Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o
	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, no par value	800,000 shares	$23.20	$18,560,000	$2,152

(1) This Registration Statement on Form S-8 (this “Registration Statement”) covers shares of common stock, no par value per share (the “Common Stock”), of West Bancorporation, Inc. (the “Registrant”) issuable pursuant to the West Bancorporation, Inc. 2017 Equity Incentive Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares that become issuable under the Plan by reason of any future stock dividend, stock split or other similar transaction.

(2) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) and 457(h) under the Securities Act. Accordingly, the price per share of the Common Stock has been calculated to be equal to $23.20, the average of the high and low sale prices for a share of the Registrant's Common Stock as reported by The NASDAQ Global Select Market on April 21, 2017, which is a specified date within five business days prior to the original date of filing of this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Part I (“Information Required in the Section 10(a) Prospectus”) will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “SEC”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

The Registrant will provide participants of the Plan, upon written or oral request and without charge, a copy of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, which are incorporated by reference in the Section 10(a) prospectus, and all documents required to be delivered to employees pursuant to Rule 428(b) under the Securities Act. Requests for such documents should be directed to West Bancorporation, Inc., 1601 22nd Street, West Des Moines, Iowa 50266, Attention: Corporate Secretary, telephone number (515) 222-2300.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the SEC are incorporated herein by reference:


(a)	The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed on March 1, 2017 (SEC File No. 000-49677);


(b)	The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 27, 2017 (SEC File No. 000-49677);


(c)	The description of the Registrant's common stock contained in its Form 10-12G, filed on March 11, 2002, and Form 10-12G/A, filed on April 11, 2002 (SEC File No. 000-49677), including any amendments or reports filed for the purposes of updating such description.

Each document or report subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement from the date of filing of such document or report; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference in this Registration Statement.

Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus which is a part hereof to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement or the prospectus which is a part hereof.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Iowa Law. Under the Iowa Business Corporation Act (“IBCA”), the Registrant must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the Registrant against reasonable expenses incurred by the director in connection with the proceeding. The Registrant may indemnify only those directors and officers who have met the relevant standard of conduct under the IBCA, which includes acting in good faith and acting in the best interests of the Registrant or not against the best interests of the Registrant. The Registrant may not indemnify a director or officer in connection with a proceeding by or in the right of the Registrant (except to the extent of the reasonable expenses incurred by the director or officer in connection with the proceeding) or where the director or officer received a financial benefit to which he or she was not entitled. Additionally, the Registrant may not indemnify an officer in connection with any proceeding for liability arising out of conduct that constitutes an intentional infliction of harm on the Registrant or its shareholders or an intentional violation of criminal law.

Articles of Incorporation. Under the Registrant’s Restatement of the Restated Articles of Incorporation, subject to certain exceptions, the Registrant will indemnify, hold harmless and pay expenses to, any director or officer of the Registrant who was or is a party or is threatened to be made a party, to any suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Registrant or, while a director or officer of the Registrant, is or was serving at the request of the Registrant as a director, officer, partner, trustee, administrator, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, to the fullest extent authorized by the IBCA, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Registrant to provide broader indemnification rights than said law permitted the Registrant to provide prior to such amendment). Such indemnification shall continue as to a person who has ceased to be such a director or officer and shall inure to the benefit of his or her heirs, executors and administrators. No director or officer shall be entitled to indemnification for any proceeding where it is determined by a final judgment that such officer or director was liable for (i) a breach of his or her duty of loyalty, (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violations of the law, (iii) a transaction in which such officer or director received an improper personal benefit, or (iv) such other transaction forbidden by the IBCA.

The foregoing description of the Registrant’s Restatement of the Restated Articles of Incorporation is qualified in its entirety by reference to such document, which is listed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on March 1, 2017 (SEC File No. 000-49677).

Liability Insurance. As permitted by the Registrant’s Restatement of the Restated Articles of Incorporation, the Registrant has also purchased directors’ and officers’ liability insurance to insure the Registrant’s directors and officers against certain liabilities.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See Exhibit Index, which is incorporated herein by reference.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Des Moines, State of Iowa, on April 28, 2017.



WEST BANCORPORATION, INC.


By:	/s/ David D. Nelson
	David D. Nelson
	Chief Executive Officer, Director and President
	(Principal Executive Officer)

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of David D. Nelson and Douglas R. Gulling, or either of them, his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, to sign on his or her behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as each might or could do in person, hereby ratifying and confirming each act that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below on April 28, 2017.





/s/ David R. Milligan		/s/ David D. Nelson
David R. Milligan		David D. Nelson
Chairman of the Board		Chief Executive Officer, Director and President
		(Principal Executive Officer)


/s/ Douglas R. Gulling		/s/ Marie I. Roberts
Douglas R. Gulling		Marie I. Roberts
Executive Vice President, Treasurer and Chief Financial Officer		Senior Vice President, Controller and Chief
(Principal Financial Officer)		Accounting Officer
		(Principal Accounting Officer)


/s/ Frank W. Berlin		/s/ George D. Milligan
Frank W. Berlin		George D. Milligan
Director		Director



/s/ Joyce A. Chapman		/s/ James W. Noyce
Joyce A. Chapman		James W. Noyce
Director		Director



/s/ Steven K. Gaer		/s/ Robert G. Pulver
Steven K. Gaer		Robert G. Pulver
Director		Director



/s/ Michael J. Gerdin		/s/ Lou Ann Sandburg
Michael J. Gerdin		Lou Ann Sandburg
Director		Director



/s/ Kaye R. Lozier		/s/ Philip Jason Worth
Kaye R. Lozier		Philip Jason Worth
Director		Director



/s/ Sean P. McMurray
Sean P. McMurray
Director

EXHIBIT INDEX



Exhibit No.	Description
4.1	West Bancorporation, Inc. 2017 Equity Incentive Plan (incorporated herein by reference to Exhibit A of the Registrant's definitive proxy statement filed on March 1, 2017 (SEC File No. 000-49677))
4.2*	Form of West Bancorporation, Inc. 2017 Equity Incentive Plan Restricted Stock Unit Award Agreement
4.3*	Form of West Bancorporation, Inc. 2017 Equity Incentive Plan Restricted Stock Award Agreement
4.4*	Form of West Bancorporation, Inc. 2017 Equity Incentive Plan Nonqualified Stock Option Award Agreement
4.5*	Form of West Bancorporation, Inc. 2017 Equity Incentive Plan Incentive Stock Option Award Agreement
4.6*	Form of West Bancorporation, Inc. 2017 Equity Incentive Plan Stock Appreciation Right Award Agreement
5.1*	Opinion of Ahlers & Cooney, P.C.
23.1*	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of Ahlers & Cooney, P.C. (included in Exhibit 5.1)
24.1*	Power of Attorney (included in the signature page to this Registration Statement)
*	Filed herewith.

EXHIBIT 4.2

WEST BANCORPORATION, INC.

2017 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

The Participant specified below is hereby granted a restricted stock unit award (the “ Award ”) by WEST BANCORPORATION, INC. , an Iowa corporation (the “ Company ”), under the WEST BANCORPORATION, INC. 2017 EQUITY INCENTIVE PLAN (the “ Plan ”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“ Award Agreement ”).

Section 1. Award . The Company hereby grants to the Participant the Award of restricted stock units (each such unit, an “ RSU ”), where each RSU represents the right of the Participant to receive one Share in the future once the Restricted Period ends, subject to the terms of this Award Agreement and the Plan.

Section 2. Terms of Restricted Stock Unit Award . The following words and phrases relating to the Award shall have the following meanings:

(a) The “ Participant ” is ______________________________ .

(b) The “ Grant Date ” is ______________________________ .

Except for words and phrases otherwise defined in this Award Agreement, any capitalized word or phrase in this Award Agreement shall have the meaning ascribed to it in the Plan.

Section 3. Restricted Period .

(a) The “ Restricted Period ” for each installment of RSUs set forth in the table immediately below (each, an “ Installment ”) shall begin on the Grant Date and end as described in the schedule set forth in the table immediately below; provided that the Participant’s Termination of Service has not occurred prior thereto:



INSTALLMENT	RESTRICTED PERIOD WILL END ON:
[__]% of RSUs	[Date/Event/Other Condition]
[__]% of RSUs	[Date/Event/Other Condition]
[__]% of RSUs	[Date/Event/Other Condition]

(b) The Installments shall vest in whole increments only.

(c) Notwithstanding the foregoing provisions of this Section 3 , the Restricted Period for all the RSUs shall cease immediately and such RSUs shall become fully vested immediately upon the Participant’s Termination of Service due to the Participant’s Disability or death.

(d) Upon a Change in Control, the Award shall be treated in accordance with Section 4.1 of the Plan.

(i) The Participant executes a general waiver and release of claims against the Company and its Subsidiaries in a form reasonably acceptable to the Company within 30 days following the Participant’s Retirement and the Participant does not revoke such waiver and release of claims; and

(ii) The Participant does not compete, in which case the Participant shall forfeit all rights, title and interest in and to any Installment(s) still subject to a Restricted Period].

Section 4. Settlement of RSUs . Delivery of Shares or other amounts under this Award Agreement and the Plan shall be subject to the following:

(a) Delivery of Shares . The Company shall deliver to the Participant one Share free and clear of any restrictions in settlement of each of the vested and unrestricted RSUs within 30 days following the end of the respective Restricted Period or the date on which the Award otherwise vests under the Plan.

(b) Compliance with Applicable Laws. Notwithstanding any other term of this Award Agreement or the Plan, the Company shall have no obligation to deliver any Shares or make any other distribution of benefits under this Award Agreement or the Plan unless such delivery or distribution complies with all applicable laws and the applicable rules of any securities exchange or similar entity.

(c) Certificates Not Required. To the extent that this Award Agreement and the Plan provide for the issuance of Shares, such issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity.

Section 5. Withholding . All deliveries of Shares pursuant to the Award shall be subject to withholding of all applicable taxes. The Company shall have the right to require the Participant (or if applicable, permitted assigns, heirs and Designated Beneficiaries) to remit to the Company an amount sufficient to satisfy any tax requirements prior to the delivery date of any Shares in connection with the Award. Except as otherwise provided by the Committee, such withholding obligations may be satisfied (a) through cash payment by the Participant, (b) through the surrender of Shares that the Participant already owns or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan; provided , however , that except as otherwise specifically provided by the Committee, such Shares under clause (c) may not be used to satisfy more than the maximum individual statutory tax rate for each applicable tax jurisdiction, or such lesser amount established by the Company.

Section 6. Non-Transferability of Award . The Award, or any portion thereof, is not transferable except as designated by the Participant by will or by the laws of descent and distribution or pursuant to a domestic relations order. Except as provided in the immediately preceding sentence, the Award shall not be assigned, transferred, pledged, hypothecated or otherwise disposed of by the Participant in any way whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Any attempt at assignment, transfer, pledge, hypothecation or other disposition of the Award contrary to the provisions hereof, or the levy of any attachment or similar process upon the Award, shall be null and void and without effect.

Section 7. No Rights as Shareholder . The Participant shall not have any rights of a Shareholder with respect to the RSUs, including but not limited to, voting or dividend rights, prior to the settlement of the RSUs pursuant to Section 4(a) above.

Section 8. Heirs and Successors . This Award Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring all or substantially all of the Company’s assets or business. If any rights of the Participant or benefits distributable to the Participant under this Award Agreement have not been settled or distributed at the time of the Participant’s death, such rights shall be settled for and such benefits shall be distributed to the Designated Beneficiary in accordance with the provisions of this Award Agreement and the Plan. The “ Designated Beneficiary ” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form as the Committee may require. The Participant’s designation of beneficiary may be amended or revoked from time to time by the Participant in accordance with any procedures established by the Committee. If a Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any benefits that would have been provided to the Participant shall be provided to the legal representative of the estate of the Participant. If a Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the provision of the Designated Beneficiary’s benefits under this Award Agreement, then any benefits that would have been provided to the Designated Beneficiary shall be provided to the legal representative of the estate of the Designated Beneficiary.

Section 9. Administration . The authority to manage and control the operation and administration of this Award Agreement and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of this Award Agreement or the Plan by the Committee and any decision made by the Committee with respect to this Award Agreement or the Plan shall be final and binding on all persons.

Section 10. Plan Governs . Notwithstanding any provision of this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Corporate Secretary of the Company. This Award Agreement shall be subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time. Notwithstanding any provision of this Award Agreement to the contrary, in the event of any discrepancy between the corporate records of the Company and this Award Agreement, the corporate records of the Company shall control.

Section 11. Not an Employment Contract . Neither the Award nor this Award Agreement shall confer on the Participant any rights with respect to continuance of employment or other service with the Company or a Subsidiary, nor shall they interfere in any way with any right the Company or a Subsidiary may otherwise have to terminate or modify the terms of the Participant’s employment or other service at any time.

Section 12. Amendment . Without limitation of Section 15 and Section 16 below, this Award Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended in writing by the Participant and the Company without the consent of any other person.

Section 13. Governing Law . This Award Agreement, the Plan and all actions taken in connection herewith and therewith shall be governed by and construed in accordance with the laws of the State of Iowa, without reference to principles of conflict of laws, except as superseded by applicable federal law.

Section 14. Validity . If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.

Section 15. Section 409A Amendment . The Award is intended to be exempt from Code Section 409A and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.

Section 16. Clawback . The Award and any amount or benefit received under the Plan shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any applicable Company or Subsidiary clawback policy (the “ Policy ”) or any applicable law, as may be in effect from time to time. The Participant hereby acknowledges and consents to the Company’s or a Subsidiary’s application, implementation and enforcement of (a) the Policy and any similar policy established by the Company or a Subsidiary that may apply to the Participant, whether adopted prior to or following the date of this Award Agreement and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and agrees that the Company or a Subsidiary may take such actions as may be necessary to effectuate the Policy, any similar policy and applicable law, without further consideration or action.

* * * * *

IN WITNESS WHEREOF , the Company has caused this Award Agreement to be executed in its name and on its behalf, and the Participant acknowledges understanding and acceptance of, and agrees to, the terms of the Plan and this Award Agreement, all as of the Grant Date.

WEST BANCORPORATION, INC.

By: _________________________________________

Print Name: __________________________________

Title: _______________________________________

PARTICIPANT

_________________________________________________

Print Name: __________________________________

EXHIBIT 4.3

WEST BANCORPORATION, INC.

2017 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

The Participant specified below is hereby granted a restricted stock award (the “ Award ”) by WEST BANCORPORATION, INC. , an Iowa corporation (the “ Company ”), under the WEST BANCORPORATION, INC. 2017 EQUITY INCENTIVE PLAN (the “ Plan ”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Award Agreement (“ Award Agreement ”).

Section 1. Award . The Company hereby grants to the Participant the Award of restricted stock, which represents the right of the Participant to enjoy the number of Covered Shares set forth in Section 2 below free of restrictions once the Restricted Period ends, subject to the terms of this Award Agreement and the Plan.

Section 2. Terms of Restricted Stock Award . The following words and phrases relating to the Award shall have the following meanings:

(a) The “ Participant ” is ______________________________ .

(b) The “ Grant Date ” is ______________________________ .

Except for words and phrases otherwise defined in this Award Agreement, any capitalized word or phrase in this Award Agreement shall have the meaning ascribed to it in the Plan.

Section 3. Restricted Period .

(a) The “ Restricted Period ” for each installment of Covered Shares set forth in the table immediately below (each, an “ Installment ”) shall begin on the Grant Date and end as described in the schedule set forth in the table immediately below; provided that the Participant’s Termination of Service has not occurred prior thereto:



Installment	Restricted Period will end on:
[___]% of Covered Shares	[Date/Event/Other Condition]
[___]% of Covered Shares	[Date/Event/Other Condition]
[___]% of Covered Shares	[Date/Event/Other Condition]

(b) The Installments shall vest in whole increments only.

(c) Notwithstanding the foregoing provisions of this Section 3 , the Restricted Period for all the Covered Shares shall cease immediately and such Covered Shares shall become fully vested immediately upon the Participant’s Termination of Service due to the Participant’s Disability or the Participant’s death.

(d) Upon a Change in Control, the Award shall be treated in accordance with Section 4.1 of the Plan.

(e) Except as set forth in Section 3(c) and Section 3(d) above, if the Participant’s Termination of Service occurs prior to the expiration of one or more Restricted Periods, the Participant shall forfeit all rights, title and interest in and to any Installment(s) still subject to a Restricted Period as of such Termination of Service[; provided, however, that if the Participant’s Termination of Service occurs due to the Participant’s Retirement, any unvested Covered Shares held by the Participant as of such Retirement shall continue to vest in accordance with Section 3(a) above, provided that the Participant executes a general waiver and release of claims against the Company and its Subsidiaries in a form reasonably acceptable to the Company within 30 days following the Participant’s Retirement and the Participant does not revoke such waiver and release of claims, and provided, further , that the Participant does not compete, in which case the Participant shall forfeit all rights, title and interest in and to any Installment(s) still subject to a Restricted Period].

Section 4. Delivery of Shares . Delivery of Shares or other amounts under this Award Agreement and the Plan shall be subject to the following:

(a) Compliance with Applicable Laws. Notwithstanding any other provision of this Award Agreement or the Plan, the Company shall have no obligation to deliver any Shares or make any other distribution of benefits under this Award Agreement or the Plan unless such delivery or distribution complies with all applicable laws and the applicable rules of any securities exchange or similar entity.

(b) Certificates Not Required. To the extent that this Award Agreement and the Plan provide for the issuance of Shares, such issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity.

Section 5. Withholding . All deliveries of Covered Shares shall be subject to withholding of all applicable taxes. The Company shall have the right to require the Participant (or if applicable, permitted assigns, heirs and Designated Beneficiaries) to remit to the Company an amount sufficient to satisfy any tax requirements prior to the delivery date of any Shares in connection with the Award. Except as otherwise provided by the Committee, such withholding obligations may be satisfied (a) through cash payment by the Participant, (b) through the surrender of Shares that the Participant already owns or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan; provided , however , that except as otherwise specifically provided by the Committee, such Shares under clause (c) may not be used to satisfy more than the maximum individual statutory tax rate for each applicable tax jurisdiction, or such lesser amount as established by the Company.

Section 7. Dividends . The Participant shall be entitled to receive dividends and distributions paid on any Installment during the Restricted Period applicable to such Installment (other than dividends and distributions that may be issued with respect to Shares by virtue of any corporate transaction, to the extent adjustment is made pursuant to Section 3.4 of the Plan); provided, however , that no dividends or distributions shall be payable to or for the benefit of the Participant with respect to record dates for such dividends or distributions occurring before the Grant Date or on or after the date, if any, on which the Participant has forfeited the respective Covered Shares. [Notwithstanding the foregoing, the dividends and distributions paid on each Installment during the Restricted Period shall be withheld by the Company for the Participant’s account and shall be distributed to the Participant upon the expiration of the Restricted Period applicable to such Installment, provided, however , that if such Installment is forfeited the Participant shall have no right to such dividends or distributions.]

Section 8. Voting Rights . The Participant shall be entitled to vote the Covered Shares during the Restricted Period applicable to each Installment; provided, however , that the Participant shall not be entitled to vote Covered Shares with respect to record dates occurring before the Grant Date or on or after the date, if any, on which the Participant has forfeited those Covered Shares.

Section 9. Deposit of Restricted Stock Award . All Shares issued with respect to Covered Shares shall be registered in the name of the Participant and shall be retained by the Company, or an agent of the Company, until the end of the Restricted Period applicable to such Covered Shares.

Section 10. Heirs and Successors . This Award Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring all or substantially all of the Company’s assets or business. If any rights of the Participant or benefits distributable to the Participant under this Award Agreement have not been settled or distributed at the time of the Participant’s death, such rights shall be settled for and such benefits shall be distributed to the Designated Beneficiary in accordance with the provisions of this Award Agreement and the Plan. The “ Designated Beneficiary ” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form as the Committee may require. The Participant’s designation of beneficiary may be amended or revoked from time to time by the Participant in accordance with any procedures established by the Committee. If a Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any benefits that would have been provided to the Participant shall be provided to the legal representative of the estate of the Participant. If a Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the provision of the Designated Beneficiary’s benefits under this Award Agreement, then any benefits that would have been provided to the Designated Beneficiary shall be provided to the legal representative of the estate of the Designated Beneficiary.

Section 11. Administration . The authority to manage and control the operation and administration of this Award Agreement and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of this Award Agreement or the Plan by the Committee and any decision made by the Committee with respect to this Award Agreement or the Plan shall be final and binding on all persons.

Section 12. Plan Governs . Notwithstanding any provision of this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Corporate Secretary of the Company. This Award Agreement shall be subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time. Notwithstanding any provision of this Award Agreement to the contrary, in the event of any discrepancy between the corporate records of the Company and this Award Agreement, the corporate records of the Company shall control.

Section 13. Not an Employment Contract . Neither the Award nor this Award Agreement shall confer on the Participant any rights with respect to continuance of employment or other service with the Company or a Subsidiary, nor shall they interfere in any way with any right the Company or a Subsidiary may otherwise have to terminate or modify the terms of the Participant’s employment or other service at any time.

Section 14. Amendment . Without limitation of Section 17 and Section 18 below, this Award Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended in writing by the Participant and the Company without the consent of any other person.

Section 15. Governing Law . This Award Agreement, the Plan and all actions taken in connection herewith and therewith shall be governed by and construed in accordance with the laws of the State of Iowa, without reference to principles of conflict of laws, except as superseded by applicable federal law.

Section 16. Validity . If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.

Section 17. Section 409A Amendment . The Award is intended to be exempt from Code Section 409A and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.

Section 18. Clawback . The Award and any amount or benefit received under the Plan shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any applicable Company or Subsidiary clawback policy (the “ Policy ”) or any applicable law, as may be in effect from time to time. The Participant hereby acknowledges and consents to the Company’s or a Subsidiary’s application, implementation and enforcement of (a) the Policy and any similar policy established by the Company or a Subsidiary that may apply to the Participant, whether adopted prior to or following the date of this Award Agreement and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and agrees that the Company or a Subsidiary may take such actions as may be necessary to effectuate the Policy, any similar policy and applicable law, without further consideration or action.

* * * * *

WEST BANCORPORATION, INC.

By: _________________________________________

Print Name: __________________________________

Title: ________________________________________

PARTICIPANT

_________________________________________________

Print Name: __________________________________

EXHIBIT 4.4

WEST BANCORPORATION, INC.

2017 EQUITY INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

The Participant specified below is hereby granted a nonqualified stock option (the “ Option ”) by WEST BANCORPORATION, INC. , an Iowa corporation (the “ Company ”), under the WEST BANCORPORATION, INC. 2017 EQUITY INCENTIVE PLAN (the “ Plan ”). The Option shall be subject to the terms of the Plan and the terms set forth in this Nonqualified Stock Option Award Agreement (“ Award Agreement ”).

Section 1. Award . The Company hereby grants to the Participant the Option, which represents the right of the Participant to purchase the number of Covered Shares at the Exercise Price set forth in Section 2 below, subject to the terms of this Award Agreement and the Plan.

Section 2. Terms of Option Award . The following words and phrases relating to the Option shall have the following meanings:

(a) The “ Participant ” is ______________________________ .

(b) The “ Grant Date ” is ______________________________ .

(d) The “ Exercise Price ” is $ ____________________ per Covered Share.

Except for words and phrases otherwise defined in this Award Agreement, any capitalized word or phrase in this Award Agreement shall have the meaning ascribed to it in the Plan.

Section 3. Nonqualified Stock Option . The Option is not intended to satisfy the requirements applicable to an “incentive stock option” described in Code Section 422(b).

Section 4. Vesting .

(a) Each installment of Covered Shares set forth in the table immediately below (each, an “ Installment ”) shall become vested and exercisable on the “ Vesting Date ” for such Installment set forth in the table immediately below; provided that the Participant’s Termination of Service has not occurred prior thereto:



Installment	Vesting Date applicable to Installment
[___]% of Covered Shares	[Date/Event/Other Condition]
[___]% of Covered Shares	[Date/Event/Other Condition]
[___]% of Covered Shares	[Date/Event/Other Condition]

(b) Notwithstanding the foregoing provisions of this Section 4 , all the Covered Shares shall become fully vested and immediately exercisable upon the Participant’s Termination of Service due to the Participant’s Disability or death.

(d) The Option shall not be exercisable on or after the Participant’s Termination of Service, except as to that portion of Covered Shares for which it was exercisable immediately prior to such Termination of Service or became exercisable on the date of such Termination of Service.

Section 5. Expiration . Notwithstanding any term of this Award Agreement to the contrary, the Participant shall forfeit the Option in its entirety as of the Company’s close of business on the last business day that occurs prior to the Expiration Date. The “ Expiration Date ” shall be the earliest to occur of the following:

(a) the three-month anniversary of the Participant’s Termination of Service other than due to the Participant’s Disability or death or termination for Cause; provided , however , that if the Participant shall die after the date of Termination of Service but before the three-month anniversary of the Participant’s Termination of Service, the Expiration Date shall automatically be extended to the one-year anniversary of Participant’s Termination of Service;

(b) the one-year anniversary of the Participant’s Termination of Service due to the Participant’s Disability or death;

(d) the 10-year anniversary of the Grant Date.

Section 6. Exercise .

(a) Method of Exercise . The vested portion of the Option may be exercised by the Participant in whole or in part by providing notice of option exercise to the Corporate Secretary of the Company at its corporate headquarters, in a form prescribed by the Committee or by satisfying such other procedures as shall be set forth by the Committee from time to time. Such notice shall specify the number of Covered Shares that the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for such Covered Shares as further set forth in Section 6(b) below.

(b) Payment of Exercise Price . Without limitation of Section 8 below, the payment of the Exercise Price shall be by cash or, subject to limitations imposed by applicable law, by any of the following means unless otherwise determined by the Committee from time to time: (i) by tendering, either actually or by attestation, Shares acceptable to the Committee and valued at Fair Market Value as of the day of exercise; (ii) by irrevocably authorizing a third party, acceptable to the Committee, to sell Shares acquired upon exercise of the Option and to remit to the Company no later than the third business day following exercise of a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; (iii) by payment through a net exercise such that, without the payment of any funds, the Participant may exercise the Option and receive the net number of Shares equal in value to (A) the number of Shares as to which the Option is being exercised, multiplied by (B) a fraction, the numerator of which is the Fair Market Value (on the date of exercise) less the Exercise Price, and the denominator of which is such Fair Market Value (the number of net Shares to be received shall be rounded down to the nearest whole number of Shares); (iv) by personal, certified or cashiers’ check; (v) by other property deemed acceptable by the Committee; or (vi) by any combination thereof.

(c) Restrictions . The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate any applicable laws or the applicable rules of any securities exchange or similar entity, and shall not be exercisable during any blackout period established by the Company from time to time.

Section 7. Delivery of Shares . Delivery of Shares or other amounts under this Award Agreement and the Plan shall be subject to the following:

(a) Compliance with Applicable Laws. Notwithstanding any other term of this Award Agreement or the Plan, the Company shall have no obligation to deliver any Shares or make any other distribution of benefits under this Award Agreement or the Plan unless such delivery or distribution complies with all applicable laws and the applicable rules of any securities exchange or similar entity.

Section 8. Withholding . The exercise of the Option, and the Company’s obligation to issue Shares upon exercise, is subject to withholding of all applicable taxes. Except as otherwise provided by the Committee, such withholding obligations may be satisfied (a) through cash payment by the Participant, (b) through the surrender of Shares that the Participant already owns or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan; provided , however , that except as otherwise specifically provided by the Committee, such Shares under clause (c) may not be used to satisfy more than the maximum individual statutory tax rate for each applicable tax jurisdiction, or such lesser amount as may be established by the Company.

Section 9. Non-Transferability of Option . The Option, or any portion thereof, is not transferable except as designated by the Participant by will or by the laws of descent and distribution or pursuant to a domestic relations order. Except as provided in the immediately preceding sentence, the Option shall not be assigned, transferred, pledged, hypothecated or otherwise disposed of by the Participant in any way whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Any attempt at assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, or the levy of any attachment or similar process upon the Option, shall be null and void and without effect.

of the Corporate Secretary of the Company. This Award Agreement shall be subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time. Notwithstanding any term of this Award Agreement to the contrary, in the event of any discrepancy between the corporate records of the Company and this Award Agreement, the corporate records of the Company shall control.

Section 13. Not an Employment Contract . Neither the Option nor this Award Agreement shall confer on the Participant any rights with respect to continuance of employment or other service with the Company or a Subsidiary, nor shall they interfere in any way with any right the Company or a Subsidiary may otherwise have to terminate or modify the terms of the Participant’s employment or other service at any time.

Section 14. No Rights as Shareholder . The Participant shall not have any rights of a Shareholder with respect to the Covered Shares until a stock certificate or its equivalent has been duly issued following exercise of the Option as provided herein.

Section 15. Amendment . Without limitation of Section 18 and Section 19 below, this Award Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended in writing by the Participant and the Company without the consent of any other person.

Section 16. Governing Law . This Award Agreement, the Plan and all actions taken in connection herewith and therewith shall be governed by and construed in accordance with the laws of the State of Iowa without reference to principles of conflict of laws, except as superseded by applicable federal law.

Section 17. Validity . If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.

Section 18. Section 409A Amendment . The Option is intended to be exempt from Code Section 409A and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.

Section 19. Clawback . The Option and any amount or benefit received under the Plan shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any applicable Company or Subsidiary clawback policy (the “ Policy ”) or any applicable law, as may be in effect from time to time. The Participant hereby acknowledges and consents to the Company’s or a Subsidiary’s application, implementation and enforcement of (a) the Policy and any similar policy established by the Company or a Subsidiary that may apply to the Participant, whether adopted prior to or following the date of this Award Agreement and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and agrees that the Company or a Subsidiary may take such actions as may be necessary to effectuate the Policy, any similar policy and applicable law without further consideration or action.

* * * * *

WEST BANCORPORATION, INC.

By: _________________________________________

Print Name: __________________________________

Title: ________________________________________

PARTICIPANT

_________________________________________________

Print Name: __________________________________

EXHIBIT 4.5

WEST BANCORPORATION, INC.

2017 EQUITY INCENTIVE PLAN

INCENTIVE STOCK OPTION AWARD AGREEMENT

The Participant specified below is hereby granted an incentive stock option (the “ Option ”) by WEST BANCORPORATION, INC. , an Iowa corporation (the “ Company ”), under the WEST BANCORPORATION, INC. 2017 EQUITY INCENTIVE PLAN (the “ Plan ”). The Option shall be subject to the terms of the Plan and the terms set forth in this Incentive Stock Option Award Agreement (“ Award Agreement ”).

Section 2. Terms of Option Award . The following words and phrases relating to the Option shall have the following meanings:

(a) The “ Participant ” is ______________________________ .

(b) The “ Grant Date ” is ______________________________ .

(d) The “ Exercise Price ” is $ ____________________ per Covered Share.

Except for words and phrases otherwise defined in this Award Agreement, any capitalized word or phrase in this Award Agreement shall have the meaning ascribed to it in the Plan.

Section 3. Incentive Stock Option . The Option is intended to satisfy the requirements applicable to an “incentive stock option” described in Code Section 422(b) (an “ ISO ”). If the Option, in whole or in part, fails for any reason to satisfy the requirements applicable to an ISO, then the Option, or that portion which fails to satisfy the requirements applicable to an ISO, shall be treated as a nonqualified stock option.

Section 4. Vesting .



Installment	Vesting Date applicable to Installment
[___]% of Covered Shares	[Date/Event/Other Condition]
[___]% of Covered Shares	[Date/Event/Other Condition]
[___]% of Covered Shares	[Date/Event/Other Condition]

(a) the three-month anniversary of the Participant’s Termination of Service other than due to the Participant’s Disability or death or termination for Cause ; provided , however , that if the Participant shall die after the date of Termination of Service but before the three-month anniversary of the Participant’s Termination of Service, the Expiration Date shall automatically be extended to the one-year anniversary of Participant’s Termination of Service;

(b) the one-year anniversary of the Participant’s Termination of Service due to the Participant’s Disability or death;

(d) the 10-year anniversary of the Grant Date.

Section 6. Exercise .

Section 7. Delivery of Shares . Delivery of Shares or other amounts under this Award Agreement and the Plan shall be subject to the following:

the Committee and any decision made by the Committee with respect to this Award Agreement or the Plan shall be final and binding on all persons.

Section 12. Plan Governs . Notwithstanding anything in this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Corporate Secretary of the Company. This Award Agreement shall be subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time. Notwithstanding any term of this Award Agreement to the contrary, in the event of any discrepancy between the corporate records of the Company and this Award Agreement, the corporate records of the Company shall control.

* * * * *

WEST BANCORPORATION, INC.

By: _________________________________________

Print Name: __________________________________

Title: ________________________________________

PARTICIPANT

_________________________________________________

Print Name: __________________________________

EXHIBIT 4.6

WEST BANCORPORATION, INC.

2017 EQUITY INCENTIVE PLAN

STOCK APPRECIATION RIGHT AWARD AGREEMENT

The Participant specified below has been granted a stock appreciation right (the “ SAR ”) by WEST BANCORPORATION, INC. , an Iowa corporation (the “ Company ”), under the WEST BANCORPORATION, INC. 2017 EQUITY INCENTIVE PLAN (the “ Plan ”). The SAR shall be subject to the terms of the Plan and the terms set forth in this Stock Appreciation Right Award Agreement (“ Award Agreement ”).

Section 1. Award . The Company hereby grants to the Participant the SAR, which represents the right of the Participant to receive the aggregate dollar value of appreciation (“ Appreciation ”) in the Fair Market Value on Covered Shares. The Appreciation shall be computed by multiplying (i) the excess, if any, of (A) the Fair Market Value of a Share on the exercise date, over (B) the Exercise Price, times (ii) the number of Covered Shares being settled. The Appreciation shall be payable by the Company in cash [, Shares, or a combination thereof] . The SAR is in all respects limited and conditioned as provided herein and in the Plan.

Section 2. Terms of Award . The following words and phrases relating to the SAR shall have the following meanings:

(a) The “ Participant ” is ______________________________ .

(b) The “ Grant Date ” is ______________________________ .

(d) The “ Exercise Price ” is $ ____________________ per Covered Share.

Except for words and phrases otherwise defined in this Award Agreement, any capitalized word or phrase in this Award Agreement shall have the meaning ascribed to it in the Plan.

Section 3. Vesting .



Installment	Vesting Date applicable to Installment
[___]% of Covered Shares	[Date/Event/Other Condition]
[___]% of Covered Shares	[Date/Event/Other Condition]
[___]% of Covered Shares	[Date/Event/Other Condition]

(b) Notwithstanding the foregoing provisions of this Section 3 , all the Covered Shares shall become fully vested and immediately exercisable upon the Participant’s Termination of Service due to the Participant’s Disability or death.

(d) The SAR shall not be exercisable on or after the Participant’s Termination of Service, except as to that portion of Covered Shares for which it was exercisable immediately prior to such Termination of Service or became exercisable on the date of such Termination of Service.

Section 4. Expiration . Notwithstanding any term of this Award Agreement to the contrary, the Participant shall forfeit the SAR in its entirety as of the Company’s close of business on the last business day that occurs prior to the Expiration Date. The “ Expiration Date ” shall be the earliest to occur of the following:

(a) the three-month anniversary of the Participant’s Termination of Service other than due to the Participant’s Disability, death or termination for Cause; provided , however , that if the Participant shall die after the date of Termination of Service but before the three-month anniversary of the Participant’s Termination of Service, the Expiration Date shall automatically be extended to the one-year anniversary of Participant’s Termination of Service;

(b) the one-year anniversary of the Participant’s Termination of Service due to the Participant’s Disability or death;

(d) the 10-year anniversary of the Grant Date.

Section 5. Exercise .

(a) Method of Exercise . The vested portion of the SAR may be exercised by the Participant in whole or in part by providing notice of exercise to the Corporate Secretary of the Company at its corporate headquarters, in a form prescribed by the Committee or by satisfying such other procedures as shall be set forth by the Committee from time to time. Such notice shall specify the number of Covered Shares that the Participant elects to exercise with respect to the SAR. In the event this SAR is exercised by any person or persons after the death or Disability of the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this SAR.

(b) Payment of Appreciation. Following the exercise of all or a portion of the SAR, the Company shall deliver to the Participant the Appreciation, with respect to that portion of the SAR that is exercised, in cash, [, Shares, or a combination thereof] , in one lump sum, less any amount necessary to satisfy withholding obligations, and the Company shall have no further obligation with respect to that portion of the SAR that is exercised.

(c) Restrictions . The SAR shall not be exercisable if and to the extent the Company determines that such exercise would violate any applicable laws or the applicable rules of any securities exchange or similar entity, and shall not be exercisable during any blackout period established by the Company from time to time.

Section 6. Delivery of Shares . Delivery of Shares or other amounts under this Award Agreement and the Plan shall be subject to the following:

Section 7. Withholding . The exercise of the SAR, and the Company’s obligation to issue Shares upon exercise, is subject to withholding of all applicable taxes. Except as otherwise provided by the Committee, such withholding obligations may be satisfied (a) through cash payment by the Participant, (b) through the surrender of Shares that the Participant already owns or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan; provided , however , that except as otherwise specifically provided by the Committee, such Shares under clause (c) may not be used to satisfy more than the maximum individual statutory tax rate for each applicable tax jurisdiction, or such lesser amount established by the Company.

Section 8. Non-Transferability of SAR . The SAR, or any portion thereof, is not transferable except as designated by the Participant by will or by the laws of descent and distribution or pursuant to a domestic relations order. Except as provided in the immediately preceding sentence, the SAR shall not be assigned, transferred, pledged, hypothecated, or otherwise disposed of by the Participant in any way, whether by operation of law or otherwise, and shall not be subject to execution, attachment, or similar process. Any attempt at assignment, transfer, pledge, hypothecation, or other disposition of the SAR contrary to the provisions hereof, or the levy of any attachment or similar process upon the SAR, shall be null and void and without effect.

Section 9. Heirs and Successors . This Award Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring all or substantially all of the Company’s assets or business. If any rights of the Participant or benefits distributable to the Participant under this Award Agreement have not been settled or distributed at the time of the Participant’s death, such rights shall be settled for and such benefits shall be distributed to the Designated Beneficiary in accordance with the provisions of this Award Agreement and the Plan. The “ Designated Beneficiary ” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form as the Committee may require. The Participant’s designation of beneficiary may be amended or revoked from time to time by the Participant in accordance with any procedures established by the Committee. If a Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any benefits that would have been provided to the Participant shall be provided to the legal representative of the estate of the Participant. If a Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the provision of the Designated Beneficiary’s benefits under this Award Agreement, then any benefits that would have been provided to the Designated Beneficiary shall be provided to the legal representative of the estate of the Designated Beneficiary.

Section 10. Administration . The authority to manage and control the operation and administration of this Award Agreement and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of this Award Agreement or the Plan by the Committee and any decision made by the Committee with respect to this Award Agreement or the Plan shall be final and binding on all persons.

Section 11. Plan Governs . Notwithstanding anything in this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Corporate Secretary of the Company. This Award Agreement shall be subject to all interpretations, amendments, rules, and regulations promulgated by the Committee from time to time. Notwithstanding any term of this Award Agreement to the contrary, in the event of any discrepancy between the corporate records of the Company and this Award Agreement, the corporate records of the Company shall control.

Section 12. Not an Employment Contract . Neither the SAR nor this Award Agreement shall confer on the Participant any rights with respect to continuance of employment or other service with the Company or a Subsidiary,

nor shall they interfere in any way with any right the Company or a Subsidiary may otherwise have to terminate or modify the terms of the Participant’s employment or other service at any time.

Section 13. No Rights as Shareholder . The Participant shall not have any rights of a Shareholder with respect to the Covered Shares until a stock certificate or its equivalent has been duly issued following exercise of the SAR as provided herein.

Section 15. Governing Law . This Award Agreement, the Plan, and all actions taken in connection herewith and therewith shall be governed by and construed in accordance with the laws of the State of Iowa, without reference to principles of conflict of laws, except as superseded by applicable federal law.

Section 17. Section 409A Amendment . The SAR is intended to be exempt from Code Section 409A and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.

Section 18. Clawback . The SAR and any amount or benefit received under the Plan shall be subject to potential cancellation, recoupment, rescission, payback, or other action in accordance with the terms of any applicable Company or Subsidiary clawback policy (the “ Policy ”) or any applicable law, as may be in effect from time to time. The Participant hereby acknowledges and consents to the Company’s or a Subsidiary’s application, implementation, and enforcement of (a) the Policy and any similar policy established by the Company or a Subsidiary that may apply to the Participant, whether adopted prior to or following the date of this Award Agreement and (b) any provision of applicable law relating to cancellation, rescission, payback, or recoupment of compensation, and agrees that the Company or a Subsidiary may take such actions as may be necessary to effectuate the Policy, any similar policy, and applicable law, without further consideration or action.

* * * * *

WEST BANCORPORATION, INC.

By: _________________________________________

Print Name: __________________________________

Title: ________________________________________

PARTICIPANT

_________________________________________________

Print Name: __________________________________

EXHIBIT 5.1

Opinion of Ahlers & Cooney, P.C.

April 28, 2017

West Bancorporation, Inc.

1601 22 ^nd Street

West Des Moines, IA 50266

RE: Registration Statement on Form S-8 (2017 Equity Incentive Plan)

We have acted as counsel for West Bancorporation, Inc., an Iowa corporation (the "Company"), in connection with the Company's registration under the Securities Act of 1933, as amended (the "Act"), of the offer and sale of up to an aggregate of 800,000 shares of the Company's common stock, no par value (the "Shares"), pursuant to the Company's registration statement on Form S-8 (the "Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "Commission") on April 28, 2017, which Shares may be issued from time to time in accordance with the terms of the Company's 2017 Equity Incentive Plan (the "Plan").

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Restatement of the Restated Articles of Incorporation and Bylaws of the Company, (ii) the Registration Statement, (iii) certain resolutions adopted by the Board of Directors of the Company, (iv) the Plan, and (v) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, that govern the awards to which any Share relates, the Shares will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the laws of the State of Iowa. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/ Ahlers & Cooney, P.C.

Ahlers & Cooney, P.C.

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of West Bancorporation, Inc. of our report dated March 1, 2017, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of West Bancorporation, Inc., appearing in the Annual Report on Form 10-K of West Bancorporation, Inc. for the year ended December 31, 2016.

/s/ RSM US LLP

Des Moines, Iowa

April 28, 2017