EXHIBIT 10(c)
COMMERCE BANCSHARES, INC.
1987 NON-QUALIFIED STOCK OPTION PLAN
AMENDED AND RESTATED AS OF FEBRUARY 3, 1995
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.
1. 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.
2. Administration.
(a) 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,
provided, however that no member of the Board of Directors who is an
employee or former officer of the Company or any of its subsidiaries will
be a member of the Committee. The Committee shall consist of three or more
members.
(b) 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.
3. 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.
4. 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. 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.
6. 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:
(a) 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.
(b) Number of Shares. The option grant shall specify the number of
shares of common stock to which it pertains.
(c) 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.
(d) 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.
(e) 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 already owned by the
optionee, 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.
(f) Non-Transferability. Options granted to an optionee may during
his lifetime be exercised only by the optionee and may not be
transferred except by will or the laws of descent and distribution.
(g) 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.
(h) Adjustments for Stock Splits, 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.
(i) 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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(j) Continued Employment. Nothing contained in the Plan, or in any
option granted pursuant to the Plan, shall confer upon any optionee any
right with respect to continuance of employment by the Company, or a
subsidiary of the Company, or interfere in any way with the right of
the Company, or a subsidiary of the Company, to terminate the
optionee's employment at any time, with or without cause.
(k) Employment Status at Exercise. Except as provided in Section
6(1), no option may be exercised unless the optionee is in the employ
of the Company, or a subsidiary of the Company, at the time of such
exercise. The Committee may make such provision as it deems appropriate
with respect to optionees on leave of absence.
(l) Termination of Employment. Each option shall be subject to the
following provision sin the case of the termination of the optionee's
employment the term of the option:
(i) Retirement. If an optionee shall cease tobe employed by the
Company, or a subsidiary of the Company, by reason of retirement
pursuant to a pension or retirement plan of the Company, or of a
subsidiary of the Company, the optionee may within a period of not
more than thirty-six (36) months next succeeding such cessation of
employment (but in no event after the expiration of the option
period), exercise any and all of the optionee's options with respect
to all or any part of the shares as to which such options remain
unexercised.
(ii) Disability. If an optionee shall cease to be employed by the
Company, or a subsidiary of the Company, by reason of permanent
disability as determined by the optionee establishing the optionee's
eligibility to receive Social Security disability benefits, the
optionee may within a period of not more than thirty-six (36) months
next succeeding such cessation of employment (but in no event after
the expiration of the option period), exercise the optionee's option
with respect to all or any part of the shares as to which such
option remains unexercised.
(iii) Death of Optionee. In the event of the death of an optionee
while in the employ of the Company, or a subsidiary of the Company,
or within twelve (12) months after the date of termination of such
employment under "(i) Retirement," or under "(ii) Disability," any
option granted to the optionee shall be exercisable with respect to
all or any part of the shares as to which such option remains
unexercised by the optionee's legal representative or other person
or persons to whom the optionee's rights under the option shall pass
by the optionee's will or the laws of descent and distribution, but
only before the expiration of the option period or of the twelve
(12) month period next succeeding the optionee's termination of
employment, whichever first occurs.
(iv) Other Reasons. If an optionee shall cease to be employed by
the Company, or a subsidiary of the Company, for any reason other
than those provided above under "(i) Retirement," "(ii) Disability,"
or "(iii) Death of Optionee," the optionee (or, in the event of the
optionee's death, such optionee's legal representative) may within a
period of not more than three (3) months next succeeding such
cessation of employment (but in no event after the expiration of the
option period) exercise the optionee's option if and to the extent
it was exercisable at the date of such cessation of employment.
Notwithstanding the foregoing, if an optionee's employment is
terminated voluntarily by the optionee or is terminated due to the
optionee's theft, embezzlement, willful violation of any rules of
the Company pertaining to the conduct of employees or the commission
of a willful felonious act while an employee, then any optionor
unexercised portion thereof granted to the optionee shall
immediately expire upon termination of employment.
(m) Withholding for Taxes. At the time of exercise of an option
granted under this Plan, the optionee shall provide for the payment to
the Company of federal, state, local and payroll withholding taxes
attributable to such exercise. The optionee shall advise the
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Company at the time of exercise of the amount of desired withholding
but such withholding may not be less than the minimum required by law,
which minimum amount shall be withheld in the absence of other
instruction from the optionee. The optionee may direct the Company to
withhold from the exercise of the option that number of whole shares of
common stock as shall equal in value the nearest whole share equivalent
of the indicated tax withholding requirement. Stock to be used for
withholding shall be valued at the last sale price as reported by the
Automated Quotation System of the National Association of Securities
Dealers on the date of exercise. To the extent the withholding amount
is not satisfied in stock, the optionee shall satisfy the remaining
amount to be withheld by remitting such amount in cash to the Company.
7. Change in Stock, Adjustments, Etc. If the shares of common stock of
the Company shall be changed into or exchanged for a different number of
kind of shares of stock or other securities of the Company or of another
corporation (whether by reason of merger, consolidation, recapitalization,
reclassification, split-up, combination of shares, or otherwise), or if the
number of such shares of common stock shall be increased through the
payment of a stock dividend or stock split, there shall be substituted for
or added to each share of common stock of the Company theretofore reserved
for the purposes of the Plan, whether or not such shares are at the time
subject to outstanding options, the number and kind of shares of stock or
other securities into which each outstanding share of common stock of the
Company shall be so changed or for which it shall be so exchanged or to
which each such share shall be entitled, as the case may be. Outstanding
options shall also be considered to be appropriately amended as to price
and other terms as may be necessary or appropriate to reflect the foregoing
events. If there shall be any other change in the number or kind of the
outstanding shares of common stock of the Company, or of any stock or other
securities into which such common stock shall have been changed, or for
which it shall have been exchanged, then if the Board of Directors shall in
its sole discretion determine that such change equitably requires an
adjustment in the number or kind or option price of the shares then
reserved for the purposes of the Plan, or in any option theretofore granted
or which may be granted under the Plan, such adjustment shall be made by
the Board of Directors and shall be effective and binding for all purposes
of the Plan. In making any such substitution or adjustment, pursuant to
this Section 7, fractional shares shall be ignored.
The Board of Directors shall have the power, in the event of any merger
or consolidation of the Company with or into any other corporation, or the
merger or consolidation of any other corporation into the Company, to amend
all outstanding options to permit the exercise thereof in whole or in part
at any time, or from time to time, prior to the effective date of any such
merger or consolidation and to terminate each option as of such effective
date.
8. Duration; Amendment; Termination. The Plan shall be effective if
approved by the holders of a majority of the outstanding shares of the
Company present or represented and voting thereon at the Annual Meeting of
the Stockholders of the Company scheduled for April 19, 1995, or at any
adjournment thereof and, if approved, shall continue until December 31,
2005, unless terminated before that time by the Board of Directors. Options
shall not be awarded or granted after the end of such period or the earlier
termination of the Plan, but options theretofore granted shall continue
after that date unless terminated in accordance with the terms of the Plan.
The Board of Directors may at any time terminate the Plan, and may from
time to time alter or amend the Plan or any part thereof provided that,
except as permitted by Sections 6 and 7, no amendment shall (a) increase
the total number of shares of common stock issuable upon the exercise of
options granted under the Plan, (b) reduce the minimum option price, or (c)
impair any outstanding option.
9. Construction. The Plan shall be interpreted and construed in
accordance with the laws of the State of Missouri.
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