Amendment to Commerce Bancshares, Inc. 1987 Non-Qualified Stock Option Plan (Section 6(n) Repricing Prohibition)

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Summary

This amendment to the Commerce Bancshares, Inc. 1987 Non-Qualified Stock Option Plan adds a new section prohibiting the company from repricing, replacing, or regranting outstanding stock options to lower their exercise price. The company also cannot cancel options with an exercise price at or above the fair market value in exchange for cash, other awards, or consideration. This change is intended to prevent the reduction of option exercise prices, ensuring fairness and consistency for plan participants.

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EX-10.B2 3 exhibit10b2.htm EX-10B2 Exhibit 10(b)(2)


Exhibit 10(b)(2)


February 10, 2012 Amendment to
Commerce Bancshares, Inc. 1987 Non-Qualified Stock Option Plan


A new Section 6(n), which reads as follows, shall be added:
“(n) Repricing of Options. Notwithstanding any provision of this Plan other than Section 7.1, the Company may not reprice, replace or regrant an outstanding Option either in connection with the cancellation of such Option or by amending an Award Agreement to lower the exercise price of such Option. This prohibition includes the inability to cancel an Option at a time when its exercise price is equal to or greater than the fair market value of the underlying Shares in exchange for cash, another Award or other consideration.”