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EXHIBIT 10(e)
BOATMEN'S BANCSHARES, INC.
1987 NON-QUALIFIED STOCK OPTION PLAN
1. PURPOSE
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The purpose of the 1987 Non-Qualified 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 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 3,500,000 shares, par value $1.00 per share, of the common
stock of the Corporation (the "Shares"), subject to adjustment
as provided in Section 12 of the Plan. The 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
(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 determinations necessary or advisable for
the administration of the Plan. All determinations by the
Committee shall be conclusive.
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.
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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. OPTION PERIOD; 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 no more than ten years thereafter, provided,
however, that the Committee may specify such additional
restrictions upon the right of optionees to exercise
options within the aforementioned option period as said
Committee may deem advisable from time to time.
7. PAYMENT FOR SHARES
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Full payment for Shares purchased shall be made on or before
the time of exercise of the option. Such payment shall be
made in cash or, if authorized by the Corporation, 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.
8. STOCK APPRECIATION RIGHTS
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A stock appreciation right may be granted to an eligible
employee, as set forth in Section 4 hereof, in connection
with (and only in connection with) any option granted under
the Plan subject to the following terms and conditions:
(a) Such stock appreciation right shall entitle a holder
of an option within the period specified for the
exercise of the option in the related option grant to
surrender the unexercised option (or a portion
thereof) and to receive in exchange therefor a payment
in cash equal to the product of (i) the amount by
which (A) the fair market value of each Share on the
exercise date exceeds (B) the option price per Share,
times (ii) the number of Shares under the option, or
portion thereof, which is surrendered.
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(b) Exercise of any such stock appreciation right by any
director, officer or 10% beneficial shareholder of the
Corporation shall be effected in conformity with the
limitations and restrictions contained in Rule 16b-3(e)
of the General Rules and Regulations under the
Securities Exchange Act of 1934, or in any successor
provision thereto, which may have the effect of
limiting the time period for exercise of such right to
certain "window periods" following the release by the
Corporation of quarterly and annual financial
information. Exercise of any stock appreciation right
granted hereunder shall become effective upon receipt
by the Committee of a written notice of election to
exercise or, if one or more conditions to exercise are
not satisfied at such time, as of the first subsequent
date on which all such conditions are satisfied. With
the exception of the foregoing, each stock
appreciation right granted hereunder shall be subject
to the same terms and conditions as the related
option, shall be exercisable only to the extent such
option is exercisable and shall terminate or lapse and
cease to be exercisable when the related option
terminates or lapses and ceases to be exercisable.
(c) Upon exercise of a stock appreciation right, the number
of Shares subject to exercise under the related option
shall automatically be reduced by the number of Shares
represented by the option or portion thereof which is
surrendered in connection with the exercise of the
right.
9. NON-TRANSFERABILITY OF OPTIONS OR STOCK APPRECIATION RIGHTS
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All options and stock appreciation rights granted under the
Plan by their terms shall be non-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 him.
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10. TERMINATION OF EMPLOYMENT
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If the employment of an optionee by the Corporation or any
subsidiary of the Corporation is terminated other than by
reason of his death, disability (within the meaning of
Section 105(d)(4) of the Internal Revenue Code), or
retirement, he may exercise his option or stock
appreciation right, if applicable, at any time 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 or stock appreciation right
may take place later than the end of the term specified in
the grant. No change in the duties of an optionee, while
in the employ of the Corporation or any subsidiary of the
Corporation, or any transfer among them shall constitute
termination of employment by the Corporation or any
subsidiary of the Corporation. Nothing in the Plan or in
any option or stock appreciation right 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.
11. DEATH OF OPTIONEE
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In the event of the death of an optionee prior to the exercise
of an option or stock appreciation right granted under this
Plan, such optionee's estate, or any person who acquired
the right to exercise such option or stock appreciation
right by bequest or inheritance or by reason of the death
of the optionee, may exercise such option or stock
appreciation right to the same extent that the optionee would
have been entitled to exercise such option or right and
subject to the same restrictions upon such exercise.
12. EFFECT OF CHANGE IN SHARES
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If there is any change in the Shares 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 and stock appreciation rights 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 a consideration, there shall be no
adjustment.
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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 or stock appreciation right shall be granted
hereunder after, ten years from the effective date hereof.
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.
14. REGULATORY AUTHORITY
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Each option and stock appreciation right grant shall be
subject to, and no exercise of any option or stock
appreciation right 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. APPLICABLE LAW
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The Plan shall be governed and construed in accordance with
the laws of the State of Missouri.
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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