exv10w2






Exhibit 10.2




COMMERCE BANCSHARES, INC.




1987 NON-QUALIFIED STOCK OPTION PLAN




AMENDED AND RESTATED AS OF JULY 24, 2009




          Commerce Bancshares, Inc. (the “Company”), hereby establishes this Non-Qualified Stock Option
Plan, (the “Plan”), for key employees of the Company and its subsidiaries. The Plan is designed to
meet the criteria of performance-based compensation under Section 162 of the Internal Revenue Code,
as amended.




	1.	 	Purpose. The purpose of the Plan is to aid the Company and its subsidiaries in
obtaining and retaining qualified and competent management personnel and to encourage
significant contributions by such personnel to the success of the Company and its subsidiaries
by providing additional, long-term incentive to those employees who contribute conspicuously
to the successful and profitable operations of the Company and its subsidiaries. It is
believed that this purpose will be furthered through the granting to key employees of options
to purchase shares of the common stock of the Company (“options”), as provided herein, so that
such employees (“optionees”) will be encouraged and enabled to acquire a larger personal
interest in the continued success of the Company and its subsidiaries, thereby providing
additional incentive to such employees to operate the Company and its subsidiaries in a manner
to benefit all shareholders.
	 
	2.	 	Administration.






	 	(a)	 	Grants of Options. All grants of options shall be made by the
Compensation and Benefits Committee (the “Committee”) of the Board of Directors of the
Company (the “Board of Directors”). The Board of Directors may from time to time
remove from or add members to the Committee. The Committee shall consist solely of two
or more directors who are both (a) “non-employee directors” under Rule 16b-3(b)(3)
promulgated under the Securities Exchange Act of 1934, as amended, or any successor
provision thereto and (b) “outside directors” under Section 162(m) of the Internal
Revenue Code of 1986, as amended, or any successor provision thereto.
	 
	 	(b)	 	General Administration. The Committee shall have full power and
authority to administer and interpret the Plan, subject to the provisions of the Plan
and as to such matters as are reserved under the Plan to the Board of Directors. Any
interpretation of the Plan or other act of the Committee in administering the Plan
shall be final and binding on all employees. The Committee may adopt such procedures
as it deems necessary or helpful in administering the Plan. No member of the
Committee shall be liable for action or determination made in good faith with respect
to the Plan or any option granted under the Plan.





1









 











	3.	 	Eligibility. Officers and other key employees of the Company and its subsidiaries
who are making, and who are expected to continue to make, substantial contributions to the
success of the Company and its subsidiaries shall be eligible to receive grants of options.
An option may not be granted to a member of the Board of Directors who is not also an employee
of the Company or a subsidiary.
	 
	4.	 	Shares Subject to the Plan. Not more than 1,500,000 shares of the common stock, $5
par value, of the Company (the “Common Stock”) shall be issuable in respect of options granted
under the Plan. Shares reserved under the Plan shall be appropriately adjusted as provided in
Section 7 in the event of a change in the corporate structure or the shares of Common Stock of
the Company. Shares subject to option under the Plan may be either authorized and unissued
shares or issued shares which are reacquired by the Company and held in its treasury. Shares
of common stock subject to an option shall, upon the expiration or termination of such option,
to the extent unexercised, again be available for grant under the Plan.
	 
	5.	 	Grants to Employees. Options may be granted to eligible employees with respect to
such number of shares of common stock and at such times during the term of this Plan as the
Committee shall determine; provided, however, that not more than .5 percent of the outstanding shares of Common Stock
as of the preceding December 31 may be awarded in any one year to any one person. The
granting of options pursuant to the Plan shall occur when the Committee by resolution,
written consent or other appropriate action determines to grant such option to a particular
employee. An optionee may be granted additional options under the Plan without regard to
whether any option previously granted to such optionee has been exercised in whole or in
part.
	 
	6.	 	Terms and Conditions of Options. Each option shall be evidenced by a written grant
(the “option grant”) in a form approved by the Committee, to be duly executed and delivered by
or on behalf of the Company to the optionee. The option grant shall contain provisions not
inconsistent with the following:






	 	(a)	 	Price. The purchase price per share of common stock deliverable upon
the exercise of an option shall be the last sale price as reported by the Automated
Quotation System of the National Association of Securities Dealers on the date the
option is granted. In the event a sale shall not have been effected on the date of the
grant, the last sale price first reported prior to the date of grant shall be the
purchase price per share.
	 
	 	(b)	 	Number of Shares. The option grant shall specify the number of shares
of common stock to which it pertains.
	 
	 	(c)	 	Waiting Period and Duration of Options. Options shall be exercisable
at such times and under such conditions as may be set forth in the option grant but in
no event shall any option be exercised subsequent to the tenth annual anniversary of
such date. Notwithstanding the foregoing, the Committee shall have the authority to
accelerate or waive any condition on exercise of the option.




2









 






	 	(d)	 	Exercise of Options. To the extent that the right to purchase shares
has accrued under the option grant, options may be exercised by written notice to the
Company. Such notice shall be in such form and directed to such person as the
Committee shall determine. An option may be exercised without regard to whether any
option previously granted to the same optionee has been exercised in whole or in part.
	 
	 	(e)	 	Payment and Delivery. Shares of common stock purchased pursuant to an
option grant shall be paid for in full at the time of exercise, either (i) in cash
(including check, bank draft or money order), (ii) by delivering common stock of the
Company (including stock acquired in a “cashless exercise”), or (iii) a combination of
common stock and cash. The fair market value of the common stock so delivered shall be
the last sale price as reported by the Automated Quotation System of the National
Association of Securities Dealers on the date of exercise. No shares shall be issued
or delivered until full payment therefor has been made.
	 
	 	(f)	 	Non-Transferability. The Committee may make and include in the option
grant such provisions regarding the transferability of options as it shall in its
discretion determine.
	 
	 	(g)	 	Prior to Exercise. An optionee shall have none of the rights of a
stockholder with respect to shares subject to the option until such shares of common
stock have been purchased by the optionee.
	 
	 	(h)	 	Adjustments for Stock Splits, Etc. The number of shares of
common stock subject to an option and the option price shall be appropriately adjusted
as provided in Section 7 in the event of a change in the corporation structure or
shares of the Company.
	 
	 	(i)	 	Investment Purpose. The Committee may require any optionee to furnish
to the Company at the time of any exercise of the option a written representation (in
form satisfactory to the Committee) that he is acquiring the shares resulting from such
exercise with the intention of holding the same for investment and not for public
distribution.
	 
	 	(j)	 	Continued Employment. Nothing contained in the Plan, or in any option
granted pursuant to the Plan, shall confer upon any optionee any right with respect to
continuance of employment by the Company, or a subsidiary of the Company, or interfere
in any way with the right of the Company, or a subsidiary of the Company, to terminate
the optionee’s employment at any time, with or without cause.
	 
	 	(k)	 	Employment Status at Exercise. Except as provided in Section 6(1), no
option may be exercised unless the optionee is in the employ of the Company, or a




3









 






	 	 	 	subsidiary of the Company, at the time of such exercise. The Committee may make such
provision as it deems appropriate with respect to optionees on leave of absence.






	(l)	 	Termination of Employment. Each option shall be subject to the
following provisions in the case of the termination of the optionee’s employment the
term of the option:






	 	(i)	 	Retirement. If an optionee shall cease to be employed
by the Company, or a subsidiary of the Company, by reason of retirement
pursuant to a pension or retirement plan of the Company, or of a subsidiary of
the Company, the optionee may within a period of not more than thirty-six (36)
months next succeeding such cessation of employment (but in no event after the
expiration of the option period), exercise any and all of the optionee’s
options with respect to all or any part of the shares as to which such options
remain unexercised. Notwithstanding the foregoing, the Committee shall have
the authority to provide in any option grant, or to amend any option grant to
provide, that in the event an optionee’s employment ceases by reason of
retirement, the optionee may exercise any and all of the optionee’s options
which remain unexercised until the expiration of the original option period.
	 
	 	(ii)	 	Disability. If an optionee shall cease to be employed
by the Company, or a subsidiary of the Company, by reason of permanent
disability as determined by the optionee establishing the optionee’s
eligibility to receive Social Security disability benefits, the optionee may
within a period of not more than thirty-six (36) months next succeeding such
cessation of employment (but in no event after the expiration of the option
period), exercise the optionee’s option with respect to all or any part of the
shares as to which such option remains unexercised.
	 
	 	(iii)	 	Death of Optionee. In the event of the death of an
optionee while in the employ of the Company, or a subsidiary of the Company, or
within twelve (12) months after the date of termination of such employment
under “(i) Retirement,” or under “(ii) Disability,” any option granted to the
optionee shall be exercisable with respect to all or any part of the shares as
to which such option remains unexercised by the optionee’s legal representative
or other person or persons to whom the optionee’s rights under the option shall
pass by the optionee’s will or the laws of descent and distribution, but only
before the expiration of the option period or of the twelve (12) month period
next succeeding the optionee’s termination of employment, whichever first
occurs.
	 
	 	(iv)	 	Other Reasons. If an optionee shall cease to be
employed by the Company, or a subsidiary of the Company, for any reason other
than those provided above under “(i) Retirement,” “(ii) Disability,” or “(iii)
Death of




4









 






	 	 	 	Optionee,” the optionee (or, in the event of the optionee’s death,
such optionee’s legal representative) may within a period of not more than
three (3) months next succeeding such cessation of employment (but in no event
after the expiration of the option period) exercise the optionee’s option if
and to the extent it was exercisable at the date of such cessation of
employment. Notwithstanding the foregoing, if an optionee’s employment is
terminated voluntarily by the optionee or is terminated due to the optionee’s
theft, embezzlement, willful violation of any rules of the Company pertaining
to the conduct of employees or the commission of a willful felonious act while
an employee, then any option or unexercised portion thereof granted to the
optionee shall immediately expire upon termination of employment.






	 	(m)	 	Withholding for Taxes. At the time of exercise of an option granted
under this Plan, the optionee shall provide for the payment to the Company of federal,
state, local and payroll withholding taxes attributable to such exercise. The optionee
shall advise the Company at the time of exercise of the amount of desired withholding
but such withholding may not be less than the minimum required by law, which minimum
amount shall be withheld in the absence of other instruction from the optionee. The
optionee may direct the Company to withhold from the exercise of the option that number
of whole shares of common stock as shall equal in value the nearest whole share
equivalent of the indicated tax withholding requirement. Stock to be used for
withholding shall be valued at the last sale price as reported by the Automated
Quotation System of the National Association of Securities Dealers on the date of
exercise. To the extent the withholding amount is not satisfied in stock, the optionee
shall satisfy the remaining amount to be withheld by remitting such amount in cash to
the Company.






	7.1.	 	Change in Stock, Adjustments, Etc. If the shares of common stock of the Company
shall be changed into or exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of shares, or
otherwise), or if the number of such shares of common stock shall be increased through the
payment of a stock dividend or stock split, there shall be substituted for or added to each
share of common stock of the Company theretofore reserved for the purposes of the Plan,
whether or not such shares are at the time subjects to outstanding options, the number and
kind of shares of stock or other securities into which each outstanding share of common stock
of the Company shall be so changed or for which it shall be so exchanged, or to which each
such share shall be entitled, as the case may be. Outstanding options shall also be
considered to be appropriately amended as to price and other terms as may be necessary or
appropriate to reflect the foregoing events. If there shall be any other change in the number
or kind of the outstanding shares of common stock of the Company, or of any stock or other
securities into which such common stock shall have been changed, or for which it shall have
been exchanged, then if the Board of Directors shall in its sole discretion determine that
such change equitably requires an adjustment in the number or kind or option price of the
shares then reserved for the




5









 






	 	 	purposes of the Plan, or in any option theretofore granted or
which may be granted under the Plan, such adjustment shall be made by the Board of Directors
and shall be effective and binding for all purposes of the Plan. In making any such
substitution or adjustment, pursuant to this Section 7.1, fractional shares shall be ignored.
	 
	7.2	 	Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in
Control, Options outstanding as of the date of such Change in Control and not then exercisable
and vested shall become fully exercisable and vested.
	 
	 	 	For purposes of the Plan, a “Change in Control” shall mean the happening of any of the
following events:






	 	(a)	 	any Person is or becomes the “beneficial owner” (within the meaning of Rule
13d-3 promulgated under Section 13 of the Securities Exchange Act of 1934 (the
“Exchange Act”)), directly or indirectly, of securities of the Company (not including
in the securities beneficially owned by such Person any securities acquired directly
from the Company or its affiliates other than in connection with the acquisition by the
Company or its affiliates of a business) representing 20% or more of either the then
outstanding shares of common stock of the Company or the combined voting power of the
Company’s then outstanding securities; or
	 
	 	(b)	 	the following individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, on August 2, 1996, constitute the
Board and any new director (other than a director whose initial assumption of office is
in connection with an actual or threatened election contest, including but not limited
to a consent solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors on August 2, 1996 or whose appointment,
election or nomination for election was previously so approved; or
	 
	 	(c)	 	there is consummated a merger or consolidation of the Company (or any direct or
indirect subsidiary of the Company) with any other corporation, other than (i) a merger
or consolidation which would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving
entity or any parent thereof), in combination with the ownership of any trustee or
other fiduciary holding securities under an employee benefit plan of the Company, at
least 80% of the combined voting power of the voting securities of the Company or such
surviving entity or any parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is or
becomes the beneficial owner, directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person any securities acquired
directly from 




6









 






	 	 	 	the Company or its subsidiaries other than in connection with the
acquisition by the Company or its subsidiaries of a business) representing 20% or more
of either the then outstanding shares of common stock of the Company or the combined
voting power of the Company’s then outstanding securities; or
	 
	 	(d)	 	the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated a sale or disposition by the Company
of all or substantially all of the Company’s assets, other than a sale or disposition
by the Company of all or substantially all of the Company’s assets to an entity, at
least 80% of the combined voting power of the voting securities of which are owned by
Persons in substantially the same proportions as their ownership of the Company
immediately prior to such sale.






For purposes of the above definition of Change in Control, “Person” shall have the meaning
set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a corporation owned, directly
or indirectly, by the stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company.




	8.	 	Duration; Amendment; Termination. The Plan shall be effective if approved by the
holders of a majority of the outstanding shares of the Company present or represented and
voting thereon at the Annual Meeting of the Stockholders of the Company scheduled for April
19, 1995, or at any adjournment thereof and, if approved, shall continue until December 31,
2005, unless terminated before that time by the Board of Directors. Options shall not be
awarded or granted after the end of such period or the earlier termination of the Plan, but
options theretofore granted shall continue after that date unless terminated in accordance
with the terms of the Plan. The Board of Directors may at any time terminate the Plan, and
may from time to time alter or amend the Plan or any part thereof provided that, except as
permitted by Sections 6 and 7, no amendment shall (a) increase the total number of shares of
common stock issuable upon the exercise of options granted under the Plan, (b) reduce the
minimum option price, or (c) impair any outstanding option.
	 
	9.	 	Construction. The Plan shall be interpreted and construed in accordance with the
laws of the State of Missouri.






7