RETIREMENT PLAN FOR OUTSIDE DIRECTORS OF COMMERCE BANCORP, INC.Employee Benefits Plan Agreement |
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Exhibit
10.1
RETIREMENT
PLAN FOR OUTSIDE DIRECTORS
OF
COMMERCE BANCORP, INC.
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1.
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Purpose
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The
Retirement Plan for Outside Directors of Commerce Bancorp, Inc., a New Jersey
business corporation (the “Plan”), is designed to enhance the ability of
Commerce Bancorp, Inc. to attract and retain suitable Directors by providing
retirement benefits for Directors of Commerce Bancorp, Inc. (“CBI”) who retire
after the Effective Date.
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2.
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Definitions
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Except
as
otherwise specified or as the context may otherwise require, the following
terms
have the meanings indicated below for all purposes of this Plan:
Cause means
(i) a Director is indicted for, convicted of or enters a plea of guilty or
nolo contendere to, a felony, a crime of falsehood or a crime involving
fraud, moral turpitude or dishonesty; or (ii) a Director willfully fails to
perform his duties as a member of the Board of Directors of CBI (other than
any
such failure resulting from a Director’s incapacity due to illness or
disability) or a Director engages in any conduct materially
harmful to CBI’s business; and in either case fails to cease such conduct or
correct such conduct, as the case may be, within thirty days subsequent to
receiving written notice from the CBI Chief Executive Officer or the Board
advising a Director of same (which conduct shall be specifically set forth
in
such notice).
Director
means a member of the Board of Directors of CBI on or after the Effective Date
who is not an employee of CBI or any subsidiary thereof on his or her date
of
death or Retirement as a Director.
Board
Service means, service as a Director of CBI both before and after
the Effective Date; provided, however, that Board Service shall not include
any
period during which the Director is an employee of CBI or any subsidiary
thereof. Service on the Board of a subsidiary or a company which was merged
into
CBI is not Board Service.
Retainer
means the annual retainer paid to a Director as compensation for services as
a
Director of CBI, including committee or committee Chairman’s retainers and any
other fees paid for attendance at meetings of the Board of Directors of CBI
or
any committee of the Board of Directors.
Retirement
or Retires means ceasing to be a member of the Board of
Directors of CBI for any reason other than removal for Cause.
Effective
Date means January 1, 1993.
1099
Compensation means, with respect to any Director, all compensation
(including without limitation the Retainer, but specifically excluding
compensation relating to exercising options) for which a written statement
pursuant to the Internal Revenue Code of 1986, as amended (or any successor
code
or law) is required to be furnished to the Director.
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3.
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Eligibility
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Any
Director who has completed five or more years of Board Service, has
not
been removed for Cause, attains the age of 65, and Retires from the
Board
of Directors of CBI on or after the Effective Date shall be eligible
for
retirement benefits under Sections 4, 6 or 7 hereof, whichever commences
first. The lawful spouse of any Director who completed five or
more years of Board Service and had not been removed for Cause, but
who
died after January 1, 1993, but before the commencement of a Director’s
retirement benefit under Sections 4, 6 or 7, as the case may be,
shall be
eligible for the Alternate Spousal Benefit under Section 5
hereof.
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4.
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Director’s
Reimbursement Benefit
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The
benefits payable to a Director hereunder shall be monthly payments,
each
in an amount equal to the highest annual 1099 Compensation for any
twelve-month period during the five-year period immediately preceding
the
Director’s Retirement, divided by twelve (12). Benefits shall
commence as of the first day of the month after the l
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