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EXHIBIT 10(l)
BOATMEN'S BANCSHARES, INC.
1991 INCENTIVE STOCK OPTION PLAN
1. PURPOSE
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The purpose of the 1991 Incentive Stock Option Plan (the
"Plan") of Boatmen's Bancshares, Inc. (the "Corporation") is
to provide increased incentive for certain key employees of
the Corporation and its subsidiaries and to encourage them
to acquire a proprietary interest in the Corporation.
2. SHARES
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The shares which may be issued under the Plan shall be limited
to 4,000,000 (subject to adjustment as provided in Section
12) of the $1.00 par value common shares of the Corporation.
Such shares may be either authorized but unissued shares or
treasury shares.
3. ADMINISTRATION
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The Plan shall be administered by the Compensation Committee
of the Corporation (the "Committee"), composed of three or
more directors of the Corporation who are not officers or
employees thereof. Members of the Committee shall be
appointed by and shall serve at the pleasure of the Board
of Directors. Subject to the express provisions of the Plan,
the Committee shall have complete authority to determine the
individuals to whom and the time or times when options shall
be granted and when they may be exercised, to specify the
terms and provisions of the options, to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating
to it and to the conduct of the Committee's affairs, and to
make all other determination necessary or advisable for the
administration of the Plan. All determinations by the
Committee shall be conclusive.
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4. ELIGIBILITY
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Options may be granted only to key employees of the Corporation
or its subsidiaries, including but not limited to officers,
whether or not they are directors of the Corporation or its
subsidiaries. An option may not be granted to any person
who, at the time the option is granted, owns, within the
meaning of Section 424(d) of the Internal Revenue Code,
more than 10% of the total combined voting power of all
classes of stock of the Corporation or any of its
subsidiaries, unless, at the time such option is granted,
the option price is at least 110% of the fair market value
of the shares subject to the option and such option by its
terms is not exercisable after the expiration of five years
from the date such option is granted.
5. OPTION PRICE
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The price per share for shares to be sold pursuant to an option
shall be not less than the fair market value thereof on the
date on which the option is granted, as determined by the
Committee.
6. LIMITATIONS ON GRANTS PER EMPLOYEE
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The aggregate fair market value, determined at the time the
option is granted, of the shares with respect to which
options are exercisable for the first time by an employee
during any calendar year (under all stock option plans of
the Corporation and its subsidiaries to which the provisions
of Section 422 of the Internal Revenue Code apply) shall not
exceed $100,000.
7. OPTION PERIOD AND LIMITATIONS ON RIGHT TO EXERCISE
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An option by its terms may be exercised only during an option
period commencing on the date on which the option is granted
and ending ten years thereafter, provided, however, that the
Committee may specify a period or periods within such option
period during which one or more portions or all of the total
number of shares to which such option relates may not be
purchased; and except as set forth in Sections 10 and 11
hereof, no option may be exercised unless the optionee is
then in the employ of the Corporation or of one of its
subsidiaries and shall have been continuously so employed
since the date of the grant of his option.
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8. PAYMENT FOR SHARES
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Full payment for Shares purchased shall be made at the time of
exercise of the option. Such payment shall be made in cash
or, if authorized by the Committee in the option grant, in
whole or in part in common shares of the Corporation valued
at fair market value, as determined by the Committee.
Options may be exercised in whole or in part. No shares
will be issued until full payment therefor has been made and
the optionee shall have none of the rights of a shareholder
until such payment is made.
9. NON-TRANSFERABILITY OF OPTIONS
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An option granted under the Plan by its terms shall not be
transferable otherwise than by will or by the laws of
descent and distribution and shall be exercisable, during
the lifetime of the optionee, only by the optionee, or the
optionee's guardian or legal representative.
10. TERMINATION OF EMPLOYMENT
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If the employment of an optionee is terminated other than by
reason of his death, he may exercise his option, to the
extent that he was entitled to exercise it at the date of
such termination of employment, at any time within three
months after such termination or, in the case of an optionee
who is disabled (within the meaning of Section 22(e)(3) of
the Internal Revenue Code) within one year after such
termination, provided that an optionee whose employment is
terminated by reason of conduct which the Committee determines
to have been knowingly fraudulent, deliberately dishonest or
willful misconduct shall forfeit all rights hereunder and
provided further that no exercise of any option may take
place later than ten years from the date of grant of such
option. No change in the duties of an optionee, while in the
employ of the Corporation or one of its subsidiaries, or any
transfer among them shall constitute termination of
employment by the Corporation and its subsidiaries. Nothing
in the Plan or in any option shall be deemed to create any
limitation or restriction on such rights as the Corporation
and its subsidiaries otherwise would have to terminate the
employment of any person at any time for any reason.
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11. DEATH OF OPTIONEE
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In the event of the death of an optionee, either while
employed by the Corporation or within three months after
termination of his employment, his option may be exercised
to the extent that he was entitled to exercise it at the
date of his death, by his estate, or by any person who
acquired the right to exercise such option by bequest or
inheritance or by reason of the death of the optionee, at
any time, but in no event after ten years from the date
of the grant of the option.
12. EFFECT OF CHANGE IN SHARES
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If there is any change in the shares of the Corporation by
reason of stock dividends, split-ups or consolidations of
shares, recapitalizations, mergers, consolidations,
reorganizations, combinations or exchange of shares, the
number and class of shares available for options and the
number of shares subject to any outstanding option, and the
price thereof, shall be appropriately adjusted by the
Committee, provided, however, that if the Corporation shall
issue additional capital stock of any class for
consideration, there shall be no adjustment.
13. AMENDMENT OR TERMINATION
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Unless the Plan shall theretofore have been terminated as
hereinafter provided, the Plan shall terminate on, and no
option shall be granted hereunder after January 22, 2001
(ten years from the date of its adoption by the Board of
Directors of the Corporation). The Board of Directors of the
Corporation may, at any time prior to that date, terminate
the Plan or make such modifications of the Plan as it may
deem advisable.
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14. REGULATORY AUTHORITY
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It is intended that options granted under the Plan shall be
incentive stock options within the meaning of the provisions
of Sections 421-425 of the Internal Revenue Code and the
regulations issued thereunder and shall be entitled to the
benefits afforded thereby. (References in the Plan to such
provisions and regulations shall be deemed to refer as well
to any enacted or issued in lieu thereof.) The Plan shall
be administered in such a manner as to effectuate such
intention and shall be construed and interpreted in
accordance with such provisions and regulations. Each option
grant shall be subject to, and no exercise of any option
shall be effective unless and until there shall have been,
compliance, to the extent the Committee shall deem
advisable, with the requirements of all applicable Federal,
state and other pertinent regulatory authority.
15. EFFECTIVE DATE OF PLAN
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The Plan shall be effective as of January 22, 1991 only if
it shall be approved within twelve months thereafter by the
shareholders of the Corporation as required by the Internal
Revenue Code and the regulations issued thereunder and no
option granted hereunder, if any, after such effective date
but prior to such approval may be exercised unless and until
such approval shall have been granted.
16. EFFECTIVE DATE OF PLAN
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The Plan shall be effective as of February 10, 1987, but no
option or stock appreciation right granted hereunder, if
any, may be exercised unless and until the Plan shall have
been approved by the shareholders of the Corporation.
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