exv10w2



 




	 	 	 	 	 
	 	 	 	 	
    Exhibit 10.2
	 
	
    Notice of Grant of Stock

    Options

    and Option Agreement	 	
    Commerce Bancshares, Inc.

     ID: 43-0889454

    P.O. Box 419248

    1000 Walnut, 7th Floor

    Kansas City, MO 64179-0010	 	 
	 





	 	 	 
	
    
    «First Name» «Last Name»

    	 	
    Option Number: 
	
    
    «Street Address»

    	 	
    Plan: 
	 	 	
    ID: «Social security number»
	 




     
Effective
                    ,
under the Commerce Bancshares, Inc. (the “Company”)
                    
Incentive Stock Option Plan (the “Plan”), you have
been granted a Non-Qualified Stock Option to buy
                     shares
of Company $5.00 par value Common Stock (“Common
Stock”) at
          
per share, which is the closing price on the grant date.



     
The total option price of the shares granted is
                    .



     
Shares will become vested and subject to exercise, in whole or
in part, on the dates shown below:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shares	 	Vest Type		 	Full Vest		 	Expiration	
	 	 	 		 	 		 	 	
	
    
     


    	 	 	On Vest Date	 	 	 	 
	 	 	 	 
	 
	
    
     


    	 	 	On Vest Date	 	 	 	 
	 	 	 	 
	 
	
    
     


    	 	 	On Vest Date	 	 	 	 
	 	 	 	 
	 
	
    
     


    	 	 	On Vest Date	 	 	 	 
	 	 	 	 
	 




     
You should be aware that if you do not exercise this option by
the expiration date noted above, it will automatically be
cancelled.



     
The Plan provides for adjustment to the number of shares and the
option price in certain circumstances such as stock splits
and/or stock dividends.



     
This option may be exercised by providing written notice to the
Kansas City Corporate Finance offices of the Company stating the
number of shares to be exercised. An exercise form is available
to be used to provide such notice. This notice shall be
accompanied with payment in full for the shares being purchased
either in cash, check, by delivering Common Stock of the Company
already owned by you or any combination thereof. A borrowing
arrangement is also available to pay for the shares.



     
Any Common Stock of the Company delivered as all or part of the
payment for the options shall be valued as of the closing price
as reported by the Automated Quotation System of the National
Association of Securities Dealers on the date of the exercise.
No shares from the option exercise shall be issued or delivered
until full payment has been made and compliance with all
applicable laws and regulations has been met.



     
Also, since the difference between the option price and the fair
market value of the option shares on the date of exercise
constitutes compensation to you, which is subject to federal,
state, local (where applicable), and Social Security taxes, you
must make arrangements with the Company for the payment or
withholding of these taxes at the time of exercise. You may
direct the Company to withhold from the exercise whole shares of
Common Stock that are equal in value to the income tax owed,
with any remainder to be paid in cash. The value of the shares
shall be determined in the same manner as provided above.



     
The granting of this option does not give you any rights as a
shareholder until this option has been exercised and shares of
Common Stock have purchased under this plan.



     
This option shall terminate immediately upon your voluntary
termination of employment (other than retirement) or if you are
terminated due to dishonesty, theft, felonious acts (whether or
not such act was committed in the course of employment),
embezzlement from the Company, or willful violation of any rules
of the Company pertaining to your conduct.







 



     
If you die while still in the employ of the Company or any of
its subsidiaries, your legal representative will have up to
twelve (12) months from the date of death to exercise the
vested portion of this option. If you retire from the Company
pursuant to a pension or retirement plan of the Company or a
subsidiary, you will have up to thirty-six (36) months to
exercise the vested portion of this option from the date of your
retirement. If you become permanently disabled as determined
under the Plan and can no longer work at the Company, you will
have up to twelve (12) months to exercise the vested
portion of this option. If you have already retired from the
Company or have terminated employment due to disability, should
you die, your legal representative will have up to twelve
(12) months from date of death or disability to exercise
the vested portion of this option. Should you cease to be
employed by the Company for any other reason than mentioned
above, you will have up to three (3) months from your
termination date to exercise the vested portion of this option.
For purposes of this section, the vested portion of this option
is measured at the date of your termination or retirement from
the Company or death or disability. In no event shall the
periods for exercise provided in this paragraph create any right
to exercise this option beyond the date of expiration of the
option.




 




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




 





	 	 	 
	 	 	 
	
    
    Commerce Bancshares, Inc. 

    	 	
    Date
	
    
     

    	 	
     
	 	 	 
	
    
    Grantee

    	 	
    Date