exv10w2



 






Exhibit 10.2




COMMERCE BANCSHARES, INC.

RESTRICTED STOCK AWARD AGREEMENT




     This Restricted Stock Award Agreement (the “Agreement”) is made this «Date», by and between
COMMERCE BANCSHARES, INC. (the “Company”), and «Name» (the “Grantee”), and evidences the grant by
the Company of a Restricted Stock Award (the “Award”) to the Grantee on «Date_1» (the “Date of
Grant”), and the Grantee’s acceptance of the Award in accordance with the provisions of the
Commerce Bancshares, Inc. 2005 Equity Incentive Plan (the “Plan”) which is incorporated herein by
reference. Defined terms used herein shall have the same meaning as used in the Plan. The Company
and the Grantee agree as follows:



     1. Shares Awarded and Restrictions on Shares. The Grantee is hereby awarded
«No_of_Shares» shares of the Company’s Common Stock, Five Dollars ($5.00) par value (the
“Restricted Shares”) subject to forfeiture and to the restrictions on the rights of sale and
transfer set forth in this Agreement and is further subject to the terms and conditions of the
Plan, which are hereby incorporated in this Agreement by reference. As used herein the term
“Restricted Shares” shall include all shares of Commerce Common Stock issued in respect to the
Restricted Shares which result from stock splits, stock dividends, division of shares, or other
capital structure changes.



     2. Sale or Transfer Restrictions. Except as set forth in Paragraph 6 and Paragraph
11, the Restricted Shares shall be owned by the Grantee without the rights of sale or transfer and
subject to forfeiture as provided in Paragraph 3 until «End_Date» when such restrictions shall
lapse.



     3. Forfeiture. Except as provided in Paragraph 6, Paragraph 10, and Paragraph 11, in
the event the Grantee’s continuous employment with the Company or any of its Subsidiaries
terminates prior to the date specified in Paragraph 2, the Restricted Shares will be forfeited by
the Grantee and become the property of the Company. The Compensation and Human Resources
Committee of the Board of Directors of the Company (the “Committee”) shall determine the effect of
an approved leave of absence and all questions related to “continuous employment” hereunder.



     4. Shares of Record. The Company will cause the number of awarded shares to be
recorded in book entry format in the name of the Grantee on the shareholder records of the Company.
No certificate or certificates evidencing the Restricted Shares will be issued in the name of the
Grantee until such time as the restrictions shall lapse. By execution of this agreement and the
acceptance of the Restricted Shares, Grantee authorizes the Company to cause the cancellation of
the Restricted Shares in the event of forfeiture. If requested by Company the Grantee will
deliver to the Company a stock power, executed in blank, covering the Restricted Shares. When the
prohibited sale and transfer restrictions lapse under Paragraph 2, with respect



 









 







to the Restricted
Shares, provided the Restricted Shares have not been forfeited under Paragraph 3, the Company shall
deliver to the Grantee a stock certificate for the Restricted Shares.



     5. Voting and Other Rights of Restricted Shares. Upon the book entry in the records
of the Registrar representing the Restricted Shares, the Grantee shall have all of the rights of a
stockholder of the Company, including the right to receive dividends (excluding stock dividends
during the restriction period) and to vote the Restricted Shares until such shares may have been
forfeited to the Company as provided in Paragraph 3.



     6. Acceleration of Release of Restrictions. In the event the Grantee’s employment
shall be terminated by reason of death or disability (as defined in the Plan), the forfeiture and
prohibited sale and transfer restrictions of the Restricted Shares shall immediately lapse as to
that part of an Award which equals the portion of the Restriction Period, measured in full and
partial months, completed before the date of death or disability of the Grantee. In such case,
Grantee shall forfeit the remainder of the Award in accordance with Section 3 at the termination
date.



     7. Taxes. The Grantee will be solely responsible for any federal, state, local or
payroll taxes imposed in connection with the granting of the Restricted Stock or the delivery of
the shares pursuant thereto, and the Grantee authorizes the Company or any Subsidiary to make any
withholding for taxes which the Company or any Subsidiary deems necessary or proper in connection
therewith.



     The Grantee may satisfy the withholding requirements by electing to have the Company withhold
shares having a value equal to the amount required to be withheld with such value based on the last
sale price of the Common Stock reported by NASDAQ on the date the amount of tax to be withheld is
to be determined.



     8. Beneficiary. The Grantee may designate a beneficiary or beneficiaries and may
change such designation from time to time by filing a written designation thereof with the
Secretary of the Company. No such designation shall be effective unless received prior to the
death of the Grantee. In the absence of such designation or if the beneficiary so designated
shall not survive the Grantee, the certificate or certificates shall be delivered to the estate of
the Grantee.



     9. Changes in Circumstances. It is expressly understood and agreed that the Grantee
assumes all risks incident to any change hereafter in the applicable laws or regulations or
incident to any change in the market value of the Restricted Shares after the date hereof.



     10. Qualifying Retirement. If the Grantee retires prior to the date set forth in
Paragraph 2, and if such retirement constitutes Qualifying Retirement, and if the Grantee complies
with the “Covenant Not to Compete” set forth in this Paragraph 10, then on the date set forth in
Paragraph 2, Grantee will become fully vested in that part of an Award which equals the portion of
the Restriction Period (measured in full and partial months) completed before the date of
Qualifying Retirement. In such case, the Grantee shall forfeit the remainder of the Award in
accordance with Section 3 at the time of the Qualifying Retirement. The sale or transfer



2









 







restrictions shall continue to apply until the date set forth in Paragraph 2. If the Grantee
violates the Covenant Not to Compete (discussed below) the portion of the Award which may vest upon
the date set forth in Paragraph 2 shall be forfeited. Should the Grantee die or become
disabled (as defined in the Plan) after the date of his Qualifying Retirement but prior to end of
the Restriction Period, he will immediately vest in the portion that he would otherwise receive
under this paragraph.



     “Covenant Not to Compete.” Grantee agrees that for the period beginning on the date
of his Qualifying Retirement and ending on the date set forth in Paragraph 2, Grantee will not
directly or indirectly compete with the Company or a Subsidiary, become employed as an agent,
consultant, employee, officer, or director of (i) a commercial bank, savings and loan association,
savings bank, trust company, investment banking firm, stock brokerage company, financial services
company, or insurance company with an office located within thirty-five (35) miles of any facility
of the Company or a Subsidiary of the Company located in the Standard Metropolitan Statistical Area
in which the Grantee’s office was located at the time of the Qualifying Retirement (the “Defined
Area”), or (ii) a bank holding company (as defined in the Bank Holding Company Act, 12 U.S.C.
Section 1841) or other company which is in the business of lending money which has an office, or a
subsidiary with an office, located in the Defined Area.



     11. Change
in Control. In the event of a Change in Control, the forfeiture and
prohibited sale and transfer restrictions shall immediately lapse as to Restricted Shares that were
not forfeited prior to the occurrence of the Change in Control.



     12. 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.



     13. 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.



     14. Governing Law. Where applicable, the provisions of this Agreement shall be
governed by the contract law of the State of Missouri.



     To confirm the foregoing, please sign and return one copy of this Agreement immediately.



	 	 	 	 	 	 	 
	 	 	COMMERCE BANCSHARES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Vice Chairman 	 	 






3









 






Agreed to:



 




      Grantee




     The
undersigned Grantee hereby designates ______ as beneficiary which designation shall continue until a written
change of designation of beneficiary shall have been filed with the Secretary of the Company.



	 	 	 	 	 
	 

	 	Grantee

	 	 







4