AMENDED AND RESTATED
COMMERCE BANCSHARES, INC.
RESTRICTED STOCK PLAN
This Restricted
Stock Plan originally adopted by Commerce Bancshares, Inc. on the
4th day of October, 1991 is restated with all amendments as of
July 24, 2009.
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a.
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“Company” shall mean
Commerce Bancshares, Inc., a Missouri corporation.
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b.
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“Common Stock” shall
mean shares of the Company’s $5 par value common
stock.
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c.
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“Subsidiary” shall mean
any corporation in which the Company owns or hereafter owns,
directly or indirectly, stock possessing not less than 50% of the
total combined voting power of all classes of stock in such
corporation.
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d.
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“Restricted Stock
Awards” or “Awards” shall mean Awards of Common
Stock granted pursuant to the Plan.
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e.
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“Plan” means the
Commerce Bancshares, Inc. Restricted Stock Plan as described
herein.
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f.
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“Committee” shall mean
the Compensation and Human Resources Committee of the Board of
Directors of the Company, which shall consist solely of two or more
directors who are “non-employee directors” under
Rule 16b-3(b)(3) promulgated under the Securities Exchange Act
of 1934, as amended, or any successor provision thereto, and
“outside directors” within the meaning of Treasury
Regulation 1.162-27(e)(3)(i).
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g.
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“Participant” means
individual to whom an Award is granted.
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h.
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“Restriction Period”
means the duration of time over which a Restricted Stock Award is
to vest as determined by the Committee.
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i.
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“Qualifying Retirement”
shall mean retirement of a Participant who has (i) attained the age
of 60 and (ii) agreed to the terms of the covenant not to
compete set forth in the Agreement.
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j.
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“Agreement” shall mean
the Commerce Bancshares, Inc. Restricted Stock Award
Agreement.
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k.
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“Performance Goals”
shall mean revenue, earnings, earnings per share, pre-tax earnings
and net profits, stock price, market share, costs, return on
equity, efficiency ratio (non-interest expense, divided by total
revenue), asset
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management,
asset quality, asset growth and budget achievement. Performance
Goals need not be the same with respect to all Covered Employees
and may be established separately for the Company as a whole or for
its various groups, divisions, subsidiaries and affiliates and may
be established as a comparison to peers.
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l.
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“Covered Employees”
shall mean individuals who are covered employees within the meaning
of Section 162(m)(3) of the Code.
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The purpose of the
Plan is to promote the interests of the Company and its
shareholders by providing a means through the grant of Awards
hereunder for the Company to retain and attract personnel who
contribute to the growth and development of the Company and its
Subsidiaries by providing additional incentive to such personnel by
offering a greater interest in the continued success of the Company
through increased stock ownership.
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3.
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STOCK SUBJECT TO PLAN.
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Subject to the
provisions of Section 7 hereof, the total number of shares of
Common Stock subject to Restricted Stock Awards under the Plan
shall not exceed 616,496. Shares subject to Awards under the Plan
may be either authorized and unissued shares or issued shares which
are reacquired by the Company and held in its treasury. Shares
which have been awarded but which have been forfeited pursuant to
Section 6(d) hereof shall be added to the shares otherwise
available for Awards under the Plan. The maximum number of shares
of Common Stock that may be granted under Restricted Stock Awards
in any one calendar year to any Covered Employee is
50,000.
The Plan shall be
administered by the Committee which shall have full authority in
its sole discretion to determine the employees of the Company and
its Subsidiaries to whom Awards shall be granted, the number of
shares subject to each such Award, the time or times at which
restrictions relative to such Awards shall otherwise lapse or
expire and the time or times when Awards may be granted. All
questions of interpretation and application of the Plan and of any
Awards granted pursuant hereto shall be determined by the
Committee. No member of the Committee shall be liable for any
action, determination or interpretation under any provision of the
Plan or otherwise if done in good faith and any decision made or
action taken by the Committee arising out of or in connection with
the construction, administration, interpretation and effect of the
Plan shall be within the absolute discretion of the Committee and
shall be conclusive and binding upon all persons.
The Committee may
select from among the officers, executives and management personnel
of the Company or its Subsidiaries those individuals to whom an
Award shall be granted, giving consideration to the duties of the
respective employees, their contributions to the Company and its
Subsidiaries, and such other factors as the Committee shall deem
relevant to
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accomplish the
purpose of this Plan. No member of the Committee and no member of
the Board of Directors of the Company, unless such director is also
an officer or employee of the Company or any Subsidiary, shall be
eligible to receive any Restricted Stock Award under this
Plan.
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6.
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GRANT OF RESTRICTED STOCK
AWARDS.
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Each Restricted
Stock Award shall be evidenced by one or more stock certificates
registered in the name of the Participant and an agreement to be
entered into by the Participant and the Company, the terms and
conditions of which may include but are not limited to the
following:
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a.
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NUMBER OF SHARES: The agreement
shall state the total number of shares of Common Stock to which it
pertains.
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b.
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RESTRICTION PERIOD: The Restriction
Period for any Award granted under the Plan shall be determined by
the Committee and shall have a duration of not more than ten years
from the date the Award is granted. An Award is considered to be
vested when the restriction period lapses. Upon vesting, the
certificate representing such Award shall be delivered to the
Participant together with stock power. Restricted Stock Awards may
have different Restriction Periods and an Award may provide varying
Restriction Periods so as to permit the vesting of an Award in
installments in the discretion of the Committee.
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c.
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TRANSFER RESTRICTIONS: A Participant
shall be required to deposit the certificate or certificates for
all shares of Common Stock received pursuant to an Award together
with stock powers or other instruments of transfer appropriately
endorsed in blank with the Secretary of the Company. Such shares
shall not be sold, exchanged, assigned, transferred, discounted,
pledged or otherwise disposed of during the Restriction Period. The
shares shall be released from the restrictions described herein, in
whole or in installments, at such date or dates as may be
determined by the Committee at the time of the Award, and a
Participant’s right to have an Award released from the
transfer restrictions shall accrue only if the Participant shall
have remained in the continuous employment of the Company since the
date of the Award.
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d.
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TERMINATION OF EMPLOYMENT: In the
event that a Participant’s employment terminates by reason of
death or the disability (as determined by the Participant
establishing his eligibility to receive Social Security disability
benefits) of the Participant, the Restriction Period shall be
deemed to lapse as of the date of death or disability on that part
of the Award which equals the portion of the Restricted Period,
measured in full and partial months, completed before the date of
death or disability, and the shares of Common Stock constituting
such portion of the Award shall be distributed pursuant to
subsection (h) hereof in the event of the Participant’s
death or to the Participant in the event of disability. The
Committee shall in its sole discretion determine any effect of
approved leaves of absence and all other matters relating to
“continuous employment,” and any such determination
shall be final and conclusive. Employment by the Company
shall
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be deemed to
include employm
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