exv10w3



 




Exhibit 10.3




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.
Restricted Stock 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 further subject to the terms and
conditions of the Plan, the provisions of 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
as a result of a stock split, stock dividend, division of
shares, or other corporate structure change.



     
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
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
a 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 time of termination by
reason of death or disability.











 



     
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 restrictions shall continue to apply until the
date set forth in Paragraph 2 and the portion of the Award
which may vest upon the date set forth in Paragraph 2 shall
be forfeited if the Grantee violates the Covenant Not to
Compete. 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.



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






		
	 	
    COMMERCE BANCSHARES, INC.






			
	 	By: 	
     



		
	 	
     

	 	
    Vice Chairman




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



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