exv10w1



 






Exhibit 10.1




COMMERCE BANCSHARES, INC.




	 	 	 
	 

	 	Commerce Bancshares, Inc.
	 

	 	ID: 430889454
	Stock Appreciation Rights

	 	1000 Walnut Street
	Agreement

	 	Kansas City, Missouri 64106
	 
	 	 
	Participant

	 	SAR Number:                     
	<<Name>>
	 	 
	<<Street address>>

	 	ID:<<SSN>>
	<<City>> <<State>> <<Zip Code>>
	 	 





Effective                      under the Commerce Bancshares, Inc. (the “Company”) 2005 Equity Incentive Plan (the
“Plan”), you have been granted stock appreciation rights (SAR) pertaining to                      shares of
Company $5.00 par value Common Stock (“Common Stock”) at an Exercise Price of $                    per share,
which is the closing price on the grant date.



The total exercise price of the fully vested SAR granted is $                     .



This SAR will become vested and subject to exercise, in whole or in part, and will expire according
to the schedule shown below:




	 	 	 	 	 	 	 
	Shares	 	Vest Type	 	Full Vest	 	Expiration
	<<# of shares>>

	 	On Vest Date
	 	<<date>>
	 	<<date>>
	<<# of shares>>

	 	On Vest Date
	 	<<date>>
	 	<<date>>
	<<# of shares>>

	 	On Vest Date
	 	<<date>>
	 	<<date>>
	<<# of shares>>

	 	On Vest Date
	 	<<date>>
	 	<<date>>





ADDITIONAL
TERMS AND CONDITIONS

WHEREAS, the Participant is an Employee of the Company and the Company desires to encourage the
Employee to own Shares as an incentive to advance the interests of the Company and in furtherance
thereof Company wishes to grant the Participant a Stock Appreciation Right (“SAR”) under terms and
conditions established by the Board of Directors.



NOW, THEREFORE, in consideration of these premises, the parties agree that the following, along
with the terms and conditions set forth in the Plan, shall constitute the Agreement between the
Company and the Participant:





	 	1.	 	Definitions. Capitalized terms used in this Agreement but not defined herein
shall have the meaning set forth in the Plan.
	 
	 	2.	 	Grant and Exercise of SAR. Subject to the terms and conditions set forth in this
Agreement and in the Plan, the Company hereby grants to the Participant a SAR that
relates to the stock appreciation, if any, as described above. The stock appreciation
for the SAR is the amount by which the Fair Market Value of the underlying Shares on
the date of exercise of this SAR exceeds the Exercise Price of the SAR. Upon exercise
of all




 









 












or any portion of the SAR, the Participant shall receive the stock appreciation with
respect to the portion of the SAR exercised, payable to the Participant in Shares,
based on the Fair Market Value of the Shares on the date of exercise. This SAR shall
vest and become exercisable as follows:




	 	(a)	 	25% of the SAR on and after one year from the grant date;
	 
	 	(b)	 	an additional 25% of the SAR on and after two years from the
grant date;
	 
	 	(c)	 	an additional 25% of the SAR on and after three years from the
grant date; and
	 
	 	(d)	 	the remaining 25% of the SAR on and after four years from the
grant date, so that all the SAR granted in this paragraph and not previously
exercised shall become exercisable, provided however that this SAR shall expire
ten years from the grant date or upon other events as otherwise provided in the
Plan after which no portion of the SAR shall be exercisable.





3. Notice of Exercise.





	 	(a)	 	Subject to the provisions of Paragraph 2 above, the Participant
may exercise part or all of the exercisable SAR by giving written notice to the
Company at the address provided above, specifying the number of Shares as to
which the SAR is to be exercised.
	 
	 	(b)	 	All obligations of the Company under this Agreement shall be
subject to the rights of the Company to withhold amounts required for any taxes,
if applicable. The Participant may elect to satisfy any tax withholding
obligation of the Company with respect to the SAR by having Shares withheld up
to an amount that does not exceed the minimum applicable withholding tax rate
for federal (including FICA), state and local tax liabilities.






	4.	 	Restrictions on Transfer or Other Dispositions. No SAR may be transferred or
otherwise disposed of except as provided in the Plan.
	 
	5.	 	Issue of Shares. The Company shall not be required to issue or transfer any
certificates for Shares upon exercise of this SAR until all applicable requirements of
law have been complied with and such Shares shall have been duly listed on any
securities exchange on which the Shares may then be listed.
	 
	6.	 	Change in Capital Structure. This SAR shall not affect the right of the Company
or any Affiliate thereof to reclassify, recapitalize or otherwise change its capital or
debt structure or to merge, consolidate, convey any or all of its assets, dissolve,
liquidate, windup, or otherwise reorganize. The Exercise Price and the number of shares covered by this SAR will be adjusted to reflect any change in capital structure
associated with a stock split or dividend.
	 
	7.	 	Change in Control. In the event there is a Change of Control of the Company,
any unexercised portion of this SAR shall become immediately exercisable and all
restrictions shall be removed at the time of a Change in Control.










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	8.	 	Committee Authority. Any questions concerning the interpretation of this
Agreement or the Plan, and any controversy which arises under this Agreement or the
Plan shall be settled by the Committee in its sole discretion. All determinations and
decisions of the Committee shall be final, conclusive, and binding on all persons, and
shall be given the maximum deference permitted by law.
	 
	9.	 	Plan Controls. The terms of this Agreement are governed by the terms of the
Plan and in the case of any inconsistency between the terms of this Agreement and the
terms of the Plan, the terms of the Plan shall control.
	 
	10.	 	Notice. Whenever any notice is required or permitted hereunder, such notice
must be in writing and personally delivered or sent by mail. Any notice required or
permitted to be delivered hereunder shall be deemed to be delivered on the date which
it was personally delivered, or, whether actually received or not, on the third
business day after it is deposited in the United States mail, certified or registered,
postage prepaid, addressed to the person who is to receive it at the address which such
person has theretofore specified by written notice delivered in accordance herewith.
The Company or Participant may change, at any time and from time to time, by written
notice to the other, the address previously specified for receiving notices. Until
changed in accordance herewith, the Company and the Participant specify their
respective addresses as shown above.
	 
	11.	 	Information Confidential. As partial consideration for the granting of this
SAR, the Participant agrees that he will keep confidential all information and
knowledge that he has relating to the manner and amount of his participation in the
Plan, provided, however, that such information may be disclosed as required by law and
may be given in confidence to the Participant’s spouse, tax and financial advisors, or
to a financial institution of the extent that such information is necessary to secure a
loan.
	 
	12.	 	Governing Law. Where applicable, the provisions of this Agreement shall be
governed by the contract law of the State of Missouri.




 




By your signature and the Company’s signature below, you and the Company agree that this SAR
is granted under and governed by the terms and conditions of the Plan as amended and the SAR
Agreement.




	 	 	 
	 
	Commerce Bancshares, Inc.

	 	Date
	 
	 	 
	 
	Grantee

	 	Date







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