COMMERCE BANCSHARES, INC.
1987 NON-QUALIFIED STOCK OPTION
PLAN
AMENDED AND RESTATED AS OF JULY
24, 2009
Commerce
Bancshares, Inc. (the “Company”), hereby establishes
this Non-Qualified Stock Option Plan, (the “Plan”), for
key employees of the Company and its subsidiaries. The Plan is
designed to meet the criteria of performance-based compensation
under Section 162 of the Internal Revenue Code, as
amended.
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1.
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Purpose . The purpose of the Plan is to aid
the Company and its subsidiaries in obtaining and retaining
qualified and competent management personnel and to encourage
significant contributions by such personnel to the success of the
Company and its subsidiaries by providing additional, long-term
incentive to those employees who contribute conspicuously to the
successful and profitable operations of the Company and its
subsidiaries. It is believed that this purpose will be furthered
through the granting to key employees of options to purchase shares
of the common stock of the Company (“options”), as
provided herein, so that such employees (“optionees”)
will be encouraged and enabled to acquire a larger personal
interest in the continued success of the Company and its
subsidiaries, thereby providing additional incentive to such
employees to operate the Company and its subsidiaries in a manner
to benefit all shareholders.
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2.
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Administration
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(a)
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Grants of Options
. All grants of options
shall be made by the Compensation and Benefits Committee (the
“Committee”) of the Board of Directors of the Company
(the “Board of Directors”). The Board of Directors may
from time to time remove from or add members to the Committee. The
Committee shall consist solely of two or more directors who are
both (a) “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 (b)
“outside directors” under Section 162(m) of the
Internal Revenue Code of 1986, as amended, or any successor
provision thereto.
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(b)
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General Administration
. The Committee shall
have full power and authority to administer and interpret the Plan,
subject to the provisions of the Plan and as to such matters as are
reserved under the Plan to the Board of Directors. Any
interpretation of the Plan or other act of the Committee in
administering the Plan shall be final and binding on all employees.
The Committee may adopt such procedures as it deems necessary or
helpful in administering the Plan. No member of the Committee shall
be liable for action or determination made in good faith with
respect to the Plan or any option granted under the
Plan.
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3.
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Eligibility . Officers and other key employees
of the Company and its subsidiaries who are making, and who are
expected to continue to make, substantial contributions to the
success of the Company and its subsidiaries shall be eligible to
receive grants of options. An option may not be granted to a member
of the Board of Directors who is not also an employee of the
Company or a subsidiary.
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4.
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Shares Subject to the
Plan . Not
more than 1,500,000 shares of the common stock, $5 par value, of
the Company (the “Common Stock”) shall be issuable in
respect of options granted under the Plan. Shares reserved under
the Plan shall be appropriately adjusted as provided in
Section 7 in the event of a change in the corporate structure
or the shares of Common Stock of the Company. Shares subject to
option 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 of common stock subject to an option shall,
upon the expiration or termination of such option, to the extent
unexercised, again be available for grant under the
Plan.
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5.
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Grants to Employees
. Options may be granted
to eligible employees with respect to such number of shares of
common stock and at such times during the term of this Plan as the
Committee shall determine; provided, however, that not more than
.5 percent of the outstanding shares of Common Stock as of the
preceding December 31 may be awarded in any one year to any
one person. The granting of options pursuant to the Plan shall
occur when the Committee by resolution, written consent or other
appropriate action determines to grant such option to a particular
employee. An optionee may be granted additional options under the
Plan without regard to whether any option previously granted to
such optionee has been exercised in whole or in part.
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6.
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Terms and Conditions of
Options .
Each option shall be evidenced by a written grant (the
“option grant”) in a form approved by the Committee, to
be duly executed and delivered by or on behalf of the Company to
the optionee. The option grant shall contain provisions not
inconsistent with the following:
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(a)
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Price . The purchase price per share of
common stock deliverable upon the exercise of an option shall be
the last sale price as reported by the Automated Quotation System
of the National Association of Securities Dealers on the date the
option is granted. In the event a sale shall not have been effected
on the date of the grant, the last sale price first reported prior
to the date of grant shall be the purchase price per
share.
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(b)
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Number of Shares
. The option grant shall
specify the number of shares of common stock to which it
pertains.
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(c)
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Waiting Period and Duration of
Options .
Options shall be exercisable at such times and under such
conditions as may be set forth in the option grant but in no event
shall any option be exercised subsequent to the tenth annual
anniversary of such date. Notwithstanding the foregoing, the
Committee shall have the authority to accelerate or waive any
condition on exercise of the option.
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(d)
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Exercise of Options
. To the extent that the
right to purchase shares has accrued under the option grant,
options may be exercised by written notice to the Company. Such
notice shall be in such form and directed to such person as the
Committee shall determine. An option may be exercised without
regard to whether any option previously granted to the same
optionee has been exercised in whole or in part.
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(e)
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Payment and Delivery
. Shares of common stock
purchased pursuant to an option grant shall be paid for in full at
the time of exercise, either (i) in cash (including check,
bank draft or money order), (ii) by delivering common stock of
the Company (including stock acquired in a “cashless
exercise”), or (iii) a combination of common stock and
cash. The fair market value of the common stock so delivered shall
be the last sale price as reported by the Automated Quotation
System of the National Association of Securities Dealers on the
date of exercise. No shares shall be issued or delivered until full
payment therefor has been made.
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(f)
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Non-Transferability
. The Committee may make
and include in the option grant such provisions regarding the
transferability of options as it shall in its discretion
determine.
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(g)
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Prior to Exercise
. An optionee shall have
none of the rights of a stockholder with respect to shares subject
to the option until such shares of common stock have been purchased
by the optionee.
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(h)
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Adjustments for Stock S
p lits, Etc . The
number of shares of common stock subject to an option and the
option price shall be appropriately adjusted as provided in
Section 7 in the event of a change in the corporation
structure or shares of the Company.
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(i)
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Investment Purpose
. The Committee may
require any optionee to furnish to the Company at the time of any
exercise of the option a written representation (in form
satisfactory to the Committee) that he is acquiring the shares
resulting from such exercise with the intention of holding the same
for investment and not for public distribution.
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