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 October 4, 1996.
1. DEFINITIONS.
a. "Company" shall mean Commerce Bancshares, Inc., a
Missouri corporation.
b. "Common Stock" shall mean shares of the Company's
$5 par value common stock.
c. "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.
d. "Restricted Stock Awards" or "Awards" shall mean Awards
of Common Stock granted pursuant to the Plan.
e. "Plan" means the Commerce Bancshares, Inc. Restricted
Stock Plan as described herein.
f. "Committee" means the Compensation and Benefits
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.
g. "Participant" means individual to whom an award is
granted.
h. "Restriction Period" means the duration of time over
which a Restricted Stock Award is to vest as determined
by the Committee.
2. PURPOSE.
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.
3. STOCK SUBJECT TO PLAN.
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 100,000 shares. 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.
4. ADMINISTRATION.
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.
5. ELIGIBILITY.
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 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.
6. GRANT OF RESTRICTED STOCK AWARDS.
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:
a. NUMBER OF SHARES: The agreement shall state the total
number of shares of Common Stock to which it pertains.
b. 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.
c. 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.
d. 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
2
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 be deemed to include
employment by and to continue during any period in
which a Participant is in the employment of a
Subsidiary.
e. ASSIGNABILITY: Except as provided in subsection (h) of
this Section, no benefit payable under or interest in
the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge and any such attempted
action shall be void and no such benefit or interest
shall be in any manner liable for or subject to debts,
contracts, liabilities, engagements, or torts of any
Participant or beneficiary.
f. RIGHTS AS A STOCKHOLDER: The Participant shall have
the right to receive cash dividends during the
Restriction Period, to vote Common Stock subject to an
Award and to enjoy all other stockholder rights except
that (i) the Participant shall not be entitled to
delivery of the stock certificate until the Restriction
Period shall have lapsed and (ii) the Participant may
not sell, transfer, pledge, exchange, hypothecate or
otherwise dispose of the Stock during the Restriction
Period.
g. CHANGE IN CONTROL: Notwithstanding any other provision
of the Plan to the contrary, in the event of a Change
in Control the restrictions applicable to any
Restricted Stock Award shall lapse, and such Restricted
Stock Award shall become free of all restrictions and
become fully vested and transferable.
For purposes of the Plan, a "Change in Control" shall
mean the happening of any of the following events:
(i) any Person is or becomes the "beneficial owner"
(within the meaning of Rule 13d-3 promulgated
under Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act")), directly or
indirectly, of securities of the Company (not
including in the securities beneficially owned by
such Person any securities acquired directly from
the Company or its affiliates other than in
connection with the acquisition by the Company or
its affiliates of a business) representing 20% or
more of either the then outstanding shares of
common stock of the Company or the combined voting
power of the Company's then outstanding
securities; or
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors
then serving: individuals who, on August 2, 1996,
constitute the Board and any new director (other
than a director whose initial assumption of office
is in connection with an actual or threatened
election contest, including but not limited to a
consent solicitation, relating to the election of
directors of the Company) whose appointment or
election by the Board or nomination for election
by the Company's stockholders was approved by a
vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on
August 2, 1996 or whose appointment, election or
nomination for election was previously so
approved; or
3
(iii) there is consummated a merger or consolidation of
the Company (or any direct or indirect subsidiary
of the Company) with any other corporation, other
than (i) a merger or consolidation which would
result in the voting securities of the Company
outstanding immediately prior to such merger or
consolidation continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity or any
parent thereof), in combination with the ownership
of any trustee or other fiduciary holding
securities under an employee benefit plan of the
Company, at least 80% of the combined voting power
of the voting securities of the Company or such
surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or
(ii) a merger or consolidation effected to
implement a recapitalization of the Company (or
similar transaction) in which no Person is or
becomes the beneficial owner, directly or
indirectly, of securities of the Company (not
including in the securities beneficially owned by
such Person any securities acquired directly from
the Company or its subsidiaries other than in
connection with the acquisition by the Company or
its subsidiaries of a business) representing 20%
or more of either the then outstanding shares of
common stock of the Company or the combined voting
power of the Company's then outstanding
securities; or
(iv) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company
or there is consummated a sale or disposition by
the Company of all or substantially all of the
Company's assets, other than a sale or disposition
by the Company of all or substantially all of the
Company's assets to an entity, at least 80% of the
combined voting power of the voting securities of
which are owned by Persons in substantially the
same proportions as their ownership of the Company
immediately prior to such sale.
For purposes of the above definition of Change in
Control, "Person" shall have the meaning set forth in
Section 3(a)(9) of the Exchange Act, as modified and
used in Sections 13(d) and 14(d) thereof, except that
such term shall not include (i) the Company or any of
its subsidiaries, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of
the Company or any of its subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to
an offering of such securities, or (iv) a corporation
owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as
their ownership of stock of the Company.
h. DESIGNATION OF BENEFICIARY: Each Participant who shall
be granted a Restricted Stock Award under the Plan may
designate a beneficiary or beneficiaries and may change
such designation from time to time by filing a written
designation of beneficiary with the Secretary of the
Company, provided that no such designation shall be
effective unless received prior to the death of such
Participant. In the absence of such designation or if
the beneficiary or beneficiaries so designated shall
not survive the Participant, the certificate or
certificates evidencing the Award shall be delivered
over to the estate of the Participant.
i. OTHER PROVISIONS: The agreements authorized under this
Plan may contain such other provisions as the Committee
shall deem advisable.
4
7. CHANGES IN CAPITAL STRUCTURE.
The aggregate number of shares of Common Stock on which
Awards may be granted to persons participating under the Plan and
the number of shares thereof covered by each outstanding Award
shall be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock resulting from a
subdivision or consolidation of shares or other capital
adjustment or the payment of a stock dividend or other increase
or decrease in such shares effected without receipt of
consideration by the Company; provided, however, that any
fractional shares resulting from such adjustment shall be
eliminated and any additional certificates evidencing shares of
Common Stock to be issued pursuant to a stock dividend or other
increase in such shares shall be delivered to and held by the
Secretary of the Company subject to the terms of the agreement
entered into by the Participant and the Company.
8. RIGHT OF COMPANY TO TERMINATE EMPLOYMENT.
Neither the establishment of the Plan nor the granting of
any Award hereunder shall confer upon the recipient thereof any
right to be continued in the employ of the Company or a
Subsidiary, and the Company and its Subsidiaries expressly
reserve the right to discharge any Participant whenever the
interest of the Company or its Subsidiaries may so require
without liability to the Company or its Subsidiaries, the Board
of Directors of the Company or its Subsidiaries, or the
Committee.
9. TAXES.
a. The person entitled to receive shares of Common Stock
pursuant to the Award will be given notice as far in advance as
practicable to permit cash payment for applicable withholding
taxes to be made to the Company. The Company may defer making
delivery of the certificate representing the shares until
indemnified to its satisfaction with respect to any such
withholding tax.
b. Notwithstanding the foregoing, when an Award shall have
vested and a Participant is required to pay to the Company an
amount required to be withheld under applicable federal, state,
local and payroll taxes, the Participant may satisfy this
obligation in whole or in part by electing (the "Election") to
have the Company withhold shares of Common Stock having a value
equal to the amount required to be withheld. The value of the
shares to be withheld shall be based on the last sale price of
the Common Stock as reported by the Automated Quotation System of
the National Association of Securities Dealers on the date that
the amount of tax to be withheld shall be determined ("Tax
Date"). Each Election must be made on or prior to the Tax Date.
The Committee may disapprove any Election or may suspend or
terminate the right to make Elections. An Election is
irrevocable.
10. AMENDMENT OF THE PLAN.
The Board of Directors of the Company may, by resolution,
amend or revise the Plan except that, without shareholder
approval, no such amendment shall increase the maximum aggregate
number of shares which may be granted under the Plan except as
provided in Section 7 or changes the class of eligible employees,
and no such amendment may without the Participant's consent
amend, suspend or terminate rights or obligations pursuant to
outstanding Restricted Stock Awards.
11. EFFECTIVE DATE.
The Plan shall be effective as of October 4, 1991.
5