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Exhibit 10.45
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STOCK OPTION
AGREEMENT
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(Directors)
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THIS STOCK OPTION
AGREEMENT between THE COMMERCE GROUP, INC., a Massachusetts
corporation (the " Company "), and ___________, a member of
the Board of Directors of the Company (the " Grantee "), is
dated as of February 16, 2007 (the " Grant Date ").
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For good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto act and agree as follows:
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Section 1. The Plan
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This Agreement is subject in
every respect to the terms of the Company's Amended and Restated
Incentive Plan, as amended to date (the " Plan "), a copy of
which is attached hereto as Exhibit A and is incorporated
herein in its entirety by this reference. Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed
to them in the Plan.
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Section 2. Grant of Option
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The Company hereby grants to
the Grantee, as of the Grant Date, an option (the " Option
") to purchase up to ______ shares of Common Stock (the " Option
Shares ") at a price (the " Exercise Price ") per Option
Share of $30.36, both the Exercise Price and the number of Option
Shares being subject to adjustment only as provided in the
Plan.
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Section 3. Terms of
Option
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The Option is effective and
fully exercisable as of the Grant Date. The period beginning on the
Grant Date and ending on the Expiration Date (as hereinafter
defined) is referred to herein as the " Option Term ."
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Section 4. Termination of the
Option
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The Option and all rights
hereunder with respect thereto, to the extent such rights shall not
have been exercised, shall terminate and become null and void after
the close of business on that date (the " Expiration Date ")
that is one (1) day less than ten (10) years from the Date of
Grant. Notwithstanding any other provision set forth herein or in
the Plan, in no event shall the Option be exercised after the
expiration of the Option Term.
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Section 5. Cessation of
Grantee's Directorship
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(a) If
the Grantee ceases to be a director of the Company during the
Option Term for any other reason, the Option shall continue to be
exercisable until the expiration of the Option Term.
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(b) If
the Grantee dies during the Option Term, the Option shall be
exercisable either by the Grantee's executor or administrator or,
if not so exercised, by the legatees or distributees of the
Grantee's estate for the duration of the Option Term.
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