exv10w3






Exhibit 10.3




AMENDED AND RESTATED

COMMERCE BANCSHARES, INC.

RESTRICTED STOCK PLAN




     This Restricted Stock Plan originally adopted by Commerce Bancshares, Inc. on the 4th day of
October, 1991 is restated with all amendments as of July 24, 2009.




	1.	 	DEFINITIONS.






	 	a.	 	“Company” shall mean Commerce Bancshares, Inc., a Missouri corporation.
	 
	 	b.	 	“Common Stock” shall mean shares of the Company’s $5 par value common stock.
	 
	 	c.	 	“Subsidiary” shall mean any corporation in which the Company owns or hereafter
owns, directly or indirectly, stock possessing not less than 50% of the total combined
voting power of all classes of stock in such corporation.
	 
	 	d.	 	“Restricted Stock Awards” or “Awards” shall mean Awards of Common Stock granted
pursuant to the Plan.
	 
	 	e.	 	“Plan” means the Commerce Bancshares, Inc. Restricted Stock Plan as described
herein.
	 
	 	f.	 	“Committee” shall mean the Compensation and Human Resources Committee
of the Board of Directors of the Company, which shall consist solely of two or
more directors who are “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 “outside directors” within the meaning of
Treasury Regulation 1.162-27(e)(3)(i).
	 
	 	g.	 	“Participant” means individual to whom an Award is granted.
	 
	 	h.	 	“Restriction Period” means the duration of time over which a Restricted Stock
Award is to vest as determined by the Committee.
	 
	 	i.	 	“Qualifying Retirement” shall mean retirement of a Participant who has (i)
attained the age of 60 and (ii) agreed to the terms of the covenant not to compete set
forth in the Agreement.
	 
	 	j.	 	“Agreement” shall mean the Commerce Bancshares, Inc. Restricted Stock Award
Agreement.
	 
	 	k.	 	“Performance Goals” shall mean revenue, earnings, earnings per share, pre-tax
earnings and net profits, stock price, market share, costs, return on equity,
efficiency ratio (non-interest expense, divided by total revenue), asset




 









 












management, asset quality, asset growth and budget achievement. Performance Goals
need not be the same with respect to all Covered Employees and may be established
separately for the Company as a whole or for its various groups, divisions,
subsidiaries and affiliates and may be established as a comparison to peers.




	 	l.	 	“Covered Employees” shall mean individuals who are covered employees
within the meaning of Section 162(m)(3) of the Code.






	2.	 	PURPOSE.





     The purpose of the Plan is to promote the interests of the Company and its shareholders by
providing a means through the grant of Awards hereunder for the Company to retain and attract
personnel who contribute to the growth and development of the Company and its Subsidiaries by
providing additional incentive to such personnel by offering a greater interest in the continued
success of the Company through increased stock ownership.




	3.	 	STOCK SUBJECT TO PLAN.





     Subject to the provisions of Section 7 hereof, the total number of shares of Common Stock
subject to Restricted Stock Awards under the Plan shall not exceed 616,496. Shares subject to
Awards 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 which have been awarded but which have
been forfeited pursuant to Section 6(d) hereof shall be added to the shares otherwise available for
Awards under the Plan. The maximum number of shares of Common Stock that may be granted under
Restricted Stock Awards in any one calendar year to any Covered Employee is 50,000.




	4.	 	ADMINISTRATION.





     The Plan shall be administered by the Committee which shall have full authority in its sole
discretion to determine the employees of the Company and its Subsidiaries to whom Awards shall be
granted, the number of shares subject to each such Award, the time or times at which restrictions
relative to such Awards shall otherwise lapse or expire and the time or times when Awards may be
granted. All questions of interpretation and application of the Plan and of any Awards granted
pursuant hereto shall be determined by the Committee. No member of the Committee shall be liable
for any action, determination or interpretation under any provision of the Plan or otherwise if
done in good faith and any decision made or action taken by the Committee arising out of or in
connection with the construction, administration, interpretation and effect of the Plan shall be
within the absolute discretion of the Committee and shall be conclusive and binding upon all
persons.




	5.	 	ELIGIBILITY.





     The Committee may select from among the officers, executives and management personnel of the
Company or its Subsidiaries those individuals to whom an Award shall be granted, giving
consideration to the duties of the respective employees, their contributions to the Company and its
Subsidiaries, and such other factors as the Committee shall deem relevant to



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accomplish the purpose of this Plan. No member of the Committee and no member of the Board of
Directors of the Company, unless such director is also an officer or employee of the Company or any
Subsidiary, shall be eligible to receive any Restricted Stock Award under this Plan.





	6.	 	GRANT OF RESTRICTED STOCK AWARDS.





     Each Restricted Stock Award shall be evidenced by one or more stock certificates registered in
the name of the Participant and an agreement to be entered into by the Participant and the Company,
the terms and conditions of which may include but are not limited to the following:




	 	a.	 	NUMBER OF SHARES: The agreement shall state the total number of shares of
Common Stock to which it pertains.
	 
	 	b.	 	RESTRICTION PERIOD: The Restriction Period for any Award granted under the
Plan shall be determined by the Committee and shall have a duration of not more than
ten years from the date the Award is granted. An Award is considered to be vested when
the restriction period lapses. Upon vesting, the certificate representing such Award
shall be delivered to the Participant together with stock power. Restricted Stock
Awards may have different Restriction Periods and an Award may provide varying
Restriction Periods so as to permit the vesting of an Award in installments in the
discretion of the Committee.
	 
	 	c.	 	TRANSFER RESTRICTIONS: A Participant shall be required to deposit the
certificate or certificates for all shares of Common Stock received pursuant to an
Award together with stock powers or other instruments of transfer appropriately
endorsed in blank with the Secretary of the Company. Such shares shall not be sold,
exchanged, assigned, transferred, discounted, pledged or otherwise disposed of during
the Restriction Period. The shares shall be released from the restrictions described
herein, in whole or in installments, at such date or dates as may be determined by the
Committee at the time of the Award, and a Participant’s right to have an Award released
from the transfer restrictions shall accrue only if the Participant shall have remained
in the continuous employment of the Company since the date of the Award.
	 
	 	d.	 	TERMINATION OF EMPLOYMENT: In the event that a Participant’s employment
terminates by reason of death or the disability (as determined by the Participant
establishing his eligibility to receive Social Security disability benefits) of the
Participant, the Restriction Period shall be deemed to lapse as of the date of death or
disability on that part of the Award which equals the portion of the Restricted Period,
measured in full and partial months, completed before the date of death or disability,
and the shares of Common Stock constituting such portion of the Award shall be
distributed pursuant to subsection (h) hereof in the event of the Participant’s death
or to the Participant in the event of disability. The Committee shall in its sole
discretion determine any effect of approved leaves of absence and all other matters
relating to “continuous employment,” and any such determination shall be final and
conclusive. Employment by the Company shall




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be deemed to include employment by and to continue during any period in which a
Participant is in the employment of a Subsidiary.




In the event that a Participant’s termination of employment prior to the end of the
Restriction Period constitutes a Qualifying Retirement, and if the Participant
complies with the terms of the covenant not to compete set forth in the Agreement,
then, on the date on which the Restriction Period ends, Participant shall become
fully vested in the 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 and shares of Common Stock constituting such portion of the Award shall
be delivered to Participant as soon as reasonably practicable thereafter. In such
case, the Participant shall forfeit the remainder of the Award at the time of the
Qualifying Retirement. The sale or transfer restriction shall continue to apply
until the end of the Restriction Period and the portion of the Award that will vest
upon the date the Restriction Period ends shall be forfeited if the Participant
violates the covenant not to compete. If the Participant dies or becomes disabled
(as determined by the Participant establishing his eligibility to receive Social
Security disability benefits) after the date of his Qualifying Retirement, but prior
to end of the Restriction Period, and if Participant has not violated the terms of
the covenant not to compete as set forth in the Agreement, Participant will
immediately vest in the portion that Participant would otherwise receive under this
paragraph and shares of Common Stock constituting such portion shall be distributed
pursuant to subsection (h) hereof in the event of Participant’s death or to
Participant in the event of disability.




Notwithstanding the foregoing, the Committee shall have the authority to provide in
any Award agreement, or to amend any Award agreement to provide, that in the event a
Participant’s termination of employment prior to the end of the Restriction Period
constitutes a Qualifying Retirement, the Participant shall become fully vested in
the Award.




	 	e.	 	ASSIGNABILITY: Except as provided in subsection (h) of this Section, no
benefit payable under or interest in the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and
any such attempted action shall be void and no such benefit or interest shall be in any
manner liable for or subject to debts, contracts, liabilities, engagements, or torts of
any Participant or beneficiary.
	 
	 	f.	 	RIGHTS AS A STOCKHOLDER: The Participant shall have the right to receive cash
dividends during the Restriction Period, to vote Common Stock subject to an Award and
to enjoy all other stockholder rights except that (i) the Participant shall not be
entitled to delivery of the stock certificate until the Restriction Period shall have
lapsed and (ii) the Participant may not sell, transfer, pledge, exchange, hypothecate
or otherwise dispose of the Stock during the Restriction Period.
	 
	 	g.	 	CHANGE IN CONTROL: Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change in Control the restrictions applicable to any





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Restricted Stock Award shall lapse, and such Restricted Stock Award shall become
free of all restrictions and become fully vested and transferable.




For purposes of the Plan, a “Change in Control” shall mean the happening of any of
the following events:




	 	(i)	 	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
	 
	 	(ii)	 	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
	 
	 	(iii)	 	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 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





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shares of common stock of the Company or the combined voting power of the
Company’s then outstanding securities; or




	 	(iv)	 	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.




	 	h.	 	DESIGNATION OF BENEFICIARY: Each Participant who shall be granted a Restricted
Stock Award under the Plan may designate a beneficiary or beneficiaries and may change
such designation from time to time by filing a written designation of beneficiary with
the Secretary of the Company, provided that no such designation shall be effective
unless received prior to the death of such Participant. In the absence of such
designation or if the beneficiary or beneficiaries so designated shall not survive the
Participant, the certificate or certificates evidencing the Award shall be delivered
over to the estate of the Participant.
	 
	 	i.	 	OTHER PROVISIONS: The agreements authorized under this Plan may contain such
other provisions as the Committee shall deem advisable.
	 
	 	j.	 	With respect to Covered Employees, individual Restricted Stock Awards
may qualify as performance-based compensation. In so qualifying awards, the
Committee, in its sole discretion, may set restrictions on the grant of the
Award that are based upon the achievement of Performance Goals. With respect
to each Restricted Stock Award to a Covered Employee which the Committee
determines should qualify as performance-based compensation, the following
requirements shall be met:






(i) Each Performance Goal shall be specifically defined in advance
by the Committee and may include or exclude specified items of an
unusual, non-recurring or extraordinary nature.



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(ii) Each Performance Goal must be sufficiently objective that a
third party having knowledge of the relevant facts could determine
whether the Performance Goal has been met.




(iii) Different Awards may be set by the Committee based on
achievement of certain Performance Goals or specified levels of
achieving the Performance Goals. However, no Restricted Stock Award
shall be paid to any Covered Employee if the applicable minimum
Performance Goal(s) are not achieved.




(iv) Performance Goals shall be set by the Committee no later than
the earlier of (i) 90 days after the commencement of the period of
service to which the Performance Goal relates, or (ii) the end of
the period that constitutes the first twenty-five percent (25%) of
the period of service to which the Performance Goal relates;
provided that the outcome is substantially uncertain at the time the
Committee actually establishes the Performance Goal.




(v) The Committee shall have no discretion to increase the amount of
compensation that otherwise would be due upon attainment of a
Performance Goal, although the Committee may have discretion to deny
an award or to adjust downward the compensation payable pursuant to
a Restricted Stock Award, as, in the Committee’s sole judgment, is
prudent based upon the Committee’s assessment of the Covered
Employee’s performance and the Company’s performance during the
relevant measuring period.




(vi) Notwithstanding the foregoing, no award shall be paid to a
Covered Employee before the Committee certifies in writing that such
Covered Employee met the requirements of the applicable Performance
Goal.




	7.	 	CHANGES IN CAPITAL STRUCTURE.





     The aggregate number of shares of Common Stock on which Awards may be granted to persons
participating under the Plan and the number of shares thereof covered by each outstanding Award
shall be proportionately adjusted for any increase or decrease in the number of issued shares of
Common Stock resulting from a subdivision or consolidation of shares or other capital adjustment or
the payment of a stock dividend or other increase or decrease in such shares effected without
receipt of consideration by the Company; provided, however, that any fractional shares resulting
from such adjustment shall be eliminated and any additional certificates evidencing shares of
Common Stock to be issued pursuant to a stock dividend or other increase in such shares shall be
delivered to and held by the Secretary of the Company subject to the terms of the agreement entered
into by the Participant and the Company.



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	8.	 	RIGHT OF COMPANY TO TERMINATE EMPLOYMENT.





     Neither the establishment of the Plan nor the granting of any Award hereunder shall confer
upon the recipient thereof any right to be continued in the employ of the Company or a Subsidiary,
and the Company and its Subsidiaries expressly reserve the right to discharge any Participant
whenever the interest of the Company or its Subsidiaries may so require without liability to the
Company or its Subsidiaries, the Board of Directors of the Company or its Subsidiaries, or the
Committee.




	9.	 	TAXES.






	 	a.	 	The person entitled to receive shares of Common Stock pursuant to the Award
will be given notice as far in advance as practicable to permit cash payment for
applicable withholding taxes to be made to the Company. The Company may defer making
delivery of the certificate representing the shares until indemnified to its
satisfaction with respect to any such withholding tax.
	 
	 	b.	 	Notwithstanding the foregoing, when an Award shall have vested and a
Participant is required to pay to the Company an amount required to be withheld under
applicable federal, state, local and payroll taxes, the Participant may satisfy this
obligation in whole or in part by electing (the “Election”) to have the Company
withhold shares of Common Stock having a value equal to the amount required to be
withheld. The value of the shares to be withheld shall be based on the last sale price
of the Common Stock as reported by the Automated Quotation System of the National
Association of Securities Dealers on the date that the amount of tax to be withheld
shall be determined (“Tax Date”). Each Election must be made on or prior to the Tax
Date. The Committee may disapprove any Election or may suspend or terminate the right
to make Elections. An Election is irrevocable.






	10.	 	AMENDMENT OF THE PLAN.





     The Board of Directors of the Company may, by resolution, amend or revise the Plan except
that, without shareholder approval, no such amendment shall increase the maximum aggregate number
of shares which may be granted under the Plan except as provided in Section 7 or changes the class
of eligible employees, and no such amendment may without the Participant’s consent amend, suspend
or terminate rights or obligations pursuant to outstanding Restricted Stock Awards.




	11.	 	EFFECTIVE DATE.





     The Plan shall be effective as of October 4, 1991.




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