Unassociated Document


     

    Exhibit
      10.1

     

     

    RETIREMENT
      PLAN FOR OUTSIDE DIRECTORS

    OF
      COMMERCE BANCORP, INC.

     

     

    
      	
              1.

            	
              Purpose

            


    

     

    The
      Retirement Plan for Outside Directors of Commerce Bancorp, Inc., a New Jersey
      business corporation (the “Plan”), is designed to enhance the ability of
      Commerce Bancorp, Inc. to attract and retain suitable Directors by providing
      retirement benefits for Directors of Commerce Bancorp, Inc. (“CBI”) who retire
      after the Effective Date.

     

    
      	
              2.

            	
              Definitions

            


    

     

    Except
      as
      otherwise specified or as the context may otherwise require, the following
      terms
      have the meanings indicated below for all purposes of this Plan:

     

    Cause means
      (i) a Director is indicted for, convicted of or enters a plea of guilty or
      nolo contendere to, a felony, a crime of falsehood or a crime involving
      fraud, moral turpitude or dishonesty; or (ii) a Director willfully fails to
      perform his duties as a member of the Board of Directors of CBI (other than
      any
      such failure resulting from a Director’s incapacity due to illness or
      disability) or a Director engages in any conduct materially
      harmful to CBI’s business; and in either case fails to cease such conduct or
      correct such conduct, as the case may be, within thirty days subsequent to
      receiving written notice from the CBI Chief Executive Officer or the Board
      advising a Director of same (which conduct shall be specifically set forth
      in
      such notice).

     

    Director
      means a member of the Board of Directors of CBI on or after the Effective Date
      who is not an employee of CBI or any subsidiary thereof on his or her date
      of
      death or Retirement as a Director.

     

    Board
      Service means, service as a Director of CBI both before and after
      the Effective Date; provided, however, that Board Service shall not include
      any
      period during which the Director is an employee of CBI or any subsidiary
      thereof. Service on the Board of a subsidiary or a company which was merged
      into
      CBI is not Board Service.

     

    Retainer
      means the annual retainer paid to a Director as compensation for services as
      a
      Director of CBI, including committee or committee Chairman’s retainers and any
      other fees paid for attendance at meetings of the Board of Directors of CBI
      or
      any committee of the Board of Directors.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Retirement
      or Retires means ceasing to be a member of the Board of
      Directors of CBI for any reason other than removal for Cause.

     

    Effective
      Date means January 1, 1993.

     

    1099
      Compensation means, with respect to any Director, all compensation
      (including without limitation the Retainer, but specifically excluding
      compensation relating to exercising options) for which a written statement
      pursuant to the Internal Revenue Code of 1986, as amended (or any successor
      code
      or law) is required to be furnished to the Director.

     

    
      	
              3.

            	
              Eligibility

            


    

     

    
      	
               

            	
              Any
                Director who has completed five or more years of Board Service, has
                not
                been removed for Cause, attains the age of 65, and Retires from the
                Board
                of Directors of CBI on or after the Effective Date shall be eligible
                for
                retirement benefits under Sections 4, 6 or 7 hereof, whichever commences
                first.  The lawful spouse of any Director who completed five or
                more years of Board Service and had not been removed for Cause, but
                who
                died after January 1, 1993, but before the commencement of a Director’s
                retirement benefit under Sections 4, 6 or 7, as the case may be,
                shall be
                eligible for the Alternate Spousal Benefit under Section 5
                hereof.

            


    

     

    
      	
              4.

            	
              Director’s
                Reimbursement Benefit

            


    

     

    
      	
               

            	
              The
                benefits payable to a Director hereunder shall be monthly payments,
                each
                in an amount equal to the highest annual 1099 Compensation for any
                twelve-month period during the five-year period immediately preceding
                the
                Director’s Retirement, divided by twelve (12).  Benefits shall
                commence as of the first day of the month after the last to occur
                of: (a)
                the date the Director has attained his or her 65th
                birthday; or
                (b) the date of Director’s Retirement under the Plan or death while
                serving as a Director; and shall be paid until the earliest of: (1)
                the
                later of the Director’s death and the Director’s spouse’s
                death;  (2) a period equal to the length of the Director’s Board
                Service; or (3) the last of 120 monthly payments.  Upon the
                death of a Director receiving a Director’s retirement benefit, any
                remaining payments shall be made to the Director’s lawful
                spouse.

            


    

     

    
      	
              5.

            	
              Alternate
                Spousal Benefit

            


    

     

    The
      benefits payable to an eligible spouse of a deceased Director hereunder shall
      be
      monthly payments, each in an amount equal to the highest annual 1099
      Compensation for any twelve-month period during the five-year period immediately
      preceding the earlier of the date of the Director’s death or Retirement under
      the Plan, divided by twelve (12).  Benefits shall commence as of the
      first day of the month after the date of the Director’s death, and shall be paid
      until the 

     

    
      
         

      

      
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    earliest
      of: (1) the Director’s spouse’s death; (2) a period equal to the
      length of the Director’s Board Service; or (3) the last of 120 monthly
      payments.

     

    
      	
              6.

            	
              Disability

            


    

     

    Any
      Director who has completed five or more years of Board Service, has not been
      removed for Cause and becomes disabled shall be eligible for the retirement
      benefits provided in the Plan. Benefit payments shall be made to such Director
      in accordance with Section 4, except that (i) the date of reference to be used
      for determining the amount of benefits payable shall be the date of disability,
      and (ii) payment of benefits shall commence on the first day of the month
      following the date of disability or, if later, the first day of the month
      following the termination of the Director’s Board Service. “Disabled”
or  “disability” for purposes of this Plan is hereby defined as an
      inability due to physical or mental illness or injury to fulfill the normal
      duties of a Director of CBI for a period reasonably anticipated to be at least
      one year.

     

    
      	
              7.

            	
              Change
                in Control

            


    

     

    A
“Change
      in Control” of CBI shall be deemed to have occurred if there occurs a change in
      control of a nature that would be required to be reported in response to Item
      6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
      Act of 1934 (“Exchange Act”) as enacted and enforced on the
      Effective Date; provided that, without limitation, such a
      Change in Control shall be deemed to have conclusively occurred when any of
      the
      following events shall have occurred:

     

    (i)
      within any period of two consecutive years, a change in at least a majority
      of
      the members of the CBI Board or the addition of five or more new members to
      the
      CBI Board;

     

    (ii)
      a
      person or group acting in concert as described in Section 13(d)(2) of the
      Exchange Act holds or acquires beneficial ownership within the meaning of Rule
      13d-3 promulgated under the Exchange Act of a number of common shares of CBI
      which constitutes either (a) more than fifty percent of the shares which voted
      in the election of directors of CBI at the shareholders’ meeting immediately
      preceding such determination or (b) more than thirty percent of CBI’s
      outstanding common shares.  For purposes hereof, unexercised warrants
      or options or unconverted nonvoting securities shall count, for this purpose,
      as
      constituting beneficial ownership of CBI’s common shares into which the warrants
      or options are exercisable or the nonvoting convertible securities are
      convertible, notwithstanding anything to the contrary contained in Rule 13d-3
      of
      the Exchange Act;

     

    (iii)
      the
      CBI Board shall approve the sale of all or substantially all of the assets
      of
      CBI; or

     

    
      
         

      

      
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    (iv)
      the
      CBI Board shall approve any merger, consolidation, issuance of securities or
      purchase of assets, the result of which would be the occurrence of any event
      described in clause (i) or (ii) above.

     

    Upon
      the
      occurrence of a Change in Control of CBI, and notwithstanding any other
      provisions of the Plan, or the length of time served as a
      Director, a Director shall immediately become entitled to
      receive monthly benefits, each in an amount equal to the highest 1099
      Compensation for any twelve-month period during the five-year period immediately
      preceding the Change in Control, divided by
      twelve (12).  Payment of benefits shall commence
      as of the first day of the month after the termination of the Director’s Board
      Service and shall continue, for a period of years, equal to two times the number
      of years of Board Service completed by the Director up to a maximum of ten
      years. In the event that two times the number of years served by a Director
      is
      greater than five years but less than ten years, the Director will be deemed
      to
      have ten years of service for purpose of calculating payments upon a Change
      in
      Control.

     

    
      	
              8.

            	
              Provision
                of Benefits

            


    

     

    All
      benefits payable hereunder shall be provided from the general assets of
      CBI.  No Director or spouse shall acquire any interest in any specific
      assets of CBI by reason of this Plan.

     

    
      	
              9.

            	
              Amendment
                and Termination

            


    

     

    CBI
      reserves the right to terminate this Plan or amend this Plan in any respect
      at
      any time, and any such amendment may be retroactive; provided, however, that
      no
      such termination or amendment may reduce the benefits payable to any Director
      (or any spouse of a Director) in connection with a previous Retirement or a
      Change in Control, and provided further that the termination of the Plan and
      payments of benefits in connection with such termination shall comply with
      Section 409A of the Internal Revenue Code of 1986.

     

    
      	
              10.

            	
              Administration

            


    

     

    This
      Plan
      shall be administered by the Compensation Committee of the Board of Directors
      of
      CBI. Such Committee’s final decision, in making any determination or
      construction under this Plan and in exercising any discretionary power, shall
      in
      all instances be final and binding on all persons having or claiming any rights
      under this Plan.

     


    
      
         

      

      
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              11.

            	
              Miscellaneous

            


    

     

     

    Subject
      to Section 9 hereof, the adoption and maintenance of this Plan shall not
      constitute a contract between CBI and any Director. Nothing herein contained
      shall be deemed to give any Director the right to be retained as a Director,
      nor
      shall it interfere with the Director’s right to terminate his or her
      directorship at any time. No benefit payable hereunder shall be subject to
      alienation or assignment, except as otherwise provided by law.

     

     

     

     

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