Exhibit 10.3
1990 DIRECTORS STOCK OPTION
PLAN
COMMERCE BANK/HARRISBURG,
N.A.
Amended November 21,
2008
1. Purpose of
Plan
The purpose of
this Plan is to enable Commerce Bank/Harrisburg, N.A. (hereinafter
referred to as the "Bank") to continue to attract and retain
nonemployee Directors with outstanding abilities by making it
possible for them to purchase shares of the Bank's Common Stock on
terms which will give them a direct and continuing interest in the
future success of the Bank's business.
2.
Definitions
"Bank" means
Commerce Bank/Harrisburg, N.A., a national banking
association.
"Committee of
the Board" means a committee established by the Board consisting of
three or more members of the Board. The Personnel Committee may be
this committee.
"Director"
means a Director of the Bank who is not regularly employed on a
salary basis by the Bank.
“Shares” means of Common Stock of
the Bank.
“Board” means the Board of Directors
of the Bank.
"Optionee"
means a person to whom an option has been granted under this Plan
which has not expired or been fully exercised or
surrendered.
3. Limits on
Options
The total
number of shares for which options may be granted under this Plan
shall not exceed in the aggregate 50,000 shares. This number shall
be appropriately adjusted if the number of issued shares shall be
increased or reduced by change in par value, combination, or
split-up, reclassification, distribution of a dividend payable in
stock, or the like. The number of shares previously optioned and
not theretofore delivered and the option prices therefor shall
likewise be appropriately adjusted whenever the number of issued
shares shall be increased or reduced by any such procedure after
the date or dates on which such shares were optioned. Shares
covered by options which have expired or which have been
surrendered may again be optioned under this Plan.
4. Adjustment
of Options
The number of
shares optioned from time to time to individual Optionees under the
Plan, and the option prices therefor, shall be appropriately
adjusted to reflect any changes in par value, combination,
split-up, reclassification, distribution of dividend payable in
stock, or the like.
5. Granting of
Options
The Board, or
if the Board so determines, the Committee of the Board, is
authorized to grant options to Directors pursuant to this Plan
during the calendar year 1990 and in any calendar year thereafter
to December 31, 2000, but not thereafter. The number of shares, if
any, optioned in each year, the Directors to whom options are
granted, and the number of shares optioned to each Director
selected
shall be wholly within the discretion of the Board or the Committee
of the Board. If the Board acts, however, it shall do so only upon
the advice and recommendation of the Committee of the Board upon
all matters relating to the granting of options and the
administration of this Plan, including determination of the rights
and obligations of the Optionees.
6. Terms of
Stock Options
The terms of
stock options granted under this Plan shall be as
follows:
(a) The option
price shall be fixed by the Board or the Committee of the Board but
shall in no event be less than 100% of the fair market value of the
shares subject to the option on the date the option is
granted.
(b) Options
shall not be transferable otherwise than by will or by the laws of
descent and distribution. No option shall be subject, in whole or
in part, to attachment, execution or levy of any kind.
(c) Each option
shall expire and all rights thereunder shall end ten
(10) years
after the date on which it was granted, subject in all cases to
earlier expiration as provided in paragraphs (d), (e) and of this
Section 6 in the event a Director ceases to serve as such or
dies.
(d) During the
lifetime of an Optionee, his option shall be exercisable only by
him and only while a Director of the Bank or within three (3)
months after he otherwise ceases so to serve (but in any event not
later than the end of the period specified in paragraph (c) of
this,
Section
6).
(e) If an
Optionee dies within a period during which his option could have
been exercised by him, his option may be exercised within three
months after his death (but not later than the end of the period
specified in paragraph (c) of this Section 6) by thos
