PLAN DOCUMENT
Published on March 13, 1998
PLAN DOCUMENT
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BOATMEN'S BANCSHARES, INC.
AMENDED 1982 LONG TERM INCENTIVE PLAN
1. PURPOSE
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The purpose of the Amended 1982 Long Term Incentive Plan (the "Plan") of
Boatmen's Bancshares, Inc. (the "Corporation") is to provide a means by
which the Corporation and its subsidiaries shall be able to attract and
retain key employees of exceptional ability, to provide such individuals
with added incentives to make a maximum contribution of their efforts,
initiative and skill toward the goal of greater profitability and to be
competitive with other companies as to executive compensation.
2. ADMINISTRATION
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The Plan shall be administered by the Compensation Committee (the
"Committee") composed of three or more directors of the Corporation who are
not officers or employees thereof. Members of the Committee shall be
appointed by, and shall serve at the pleasure of, the Board of Directors of
the Corporation (the Board"). Subject to the express provisions of the
Plan, the Committee shall have complete authority to determine the
individuals who shall be participants in the Plan and their Salary Grades,
to establish for each Performance Period (as hereafter defined) applicable
Target Average Annual Earnings Per Share Growth Rates, to select peer
groups of the Corporation, to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to it and to the conduct of the
Committee's affairs and to take all other actions, and make all other
determinations, necessary or advisable for the administration of the Plan.
All actions and determinations by the Committee shall be conclusive.
3. ELIGIBILITY AND DESIGNATION OF PARTICIPANTS
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Only those persons who are key employees of the Corporation or its
subsidiaries, including but not limited to officers, whether or not they
are directors of the Corporation or its subsidiaries, shall be eligible to
participate in the Plan. In each successive year until termination of the
Plan as provided hereinafter (each, a "Participation Designation Year"),
the Committee shall designate certain persons, who meet the eligibility
requirements, to participate in the Plan (the "Participants") and shall
determine the Salary Grade to which each such Participant belongs. Such
designation during a Participation Designation Year shall apply with
respect to the three year period beginning with such Participation
Designation Year and including the next two successive years after the
Participation Designation Year (the "Performance Period"). The designation
of Participants shall be at the sole discretion of the Committee. Such
Participants may, but need not, be the same as those who were designated in
any preceding year. As soon
as practicable after he or she is designated by the Committee, each
Participant shall be given written notice of his or her designation and
Salary Grade and a listing of the Corporation's peer group for the
applicable Performance Period, as selected by the Committee.
4. CALCULATION OF AWARDS
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The Committee shall cause awards under the Plan (the "Awards") to be paid
after the end of each Performance Period with respect to the Performance
Period last ended. Awards shall be paid to all of the Participants
(including those who have retired, died or become disabled) designated for
such prior Performance Period, with the exception of those Participants
whose rights to payment of Awards have been divested pursuant to Section 6
hereof. Each Participant's Award, if any, shall be an amount equal to the
Participant's Average Salary (as hereafter defined) for the applicable
Performance Period multiplied by the Participant's Payout Factor (as
hereafter defined) for such Performance Period.
The term "Average Salary" means, for each Participant, the sum of such
Participant's annual salary at the date of his or her designation of
participation and at each of the next two anniversary dates thereof,
divided by three; provided, however, that if a Participant was not eligible
to participate in the Plan on January 1 of the Participation Designation
Year, or if a Participant retires, dies or becomes disabled during the
Performance Period, his or her salary for any such partial year or years
shall be annualized for purposes of determining such Participant's Average
Salary. The term "Payout Factor" means, for each Participant, a percentage
factor determined by reference to such Participant's Salary Grade and the
percentile rank of the Total Shareholder Return (as hereafter defined) of
the Corporation as compared to the Total Shareholder Return of the
Corporation's peer group. The Payout Factor, which is determined by
reference to Exhibit A attached hereto, is subject to further increase or
decrease (but not by more than 20% in either direction) of 1% for each 0.1%
that the Corporation's actual average annual earnings per share growth rate
for the Performance Period exceeds or is less than the Target Average
Annual Earnings Per Share Growth Rate for that Performance Period, as
determined by the Committee. The term "Total Shareholder Return" means the
change in market value of the common stock of a company, plus dividends
thereon, during a Performance Period.
Notwithstanding the foregoing, if a Participant was not eligible for
participation in the Plan on January 1 of the Plan Designation Year in
which he or she was designated, or if a Participant retires during a
Performance Period, such Participant's Award shall be an amount equal to
the Award which he or she would have otherwise received under the Plan
multiplied by a fraction, the numerator of which shall be the number of
calendar years or portions thereof in the Performance Period during which
the Participant was eligible for participation in the Plan and the
denominator of which shall be three, all subject, however, to the
provisions of Section 9.
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5. PAYMENT OF AWARDS
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The Corporation shall make payment of each Award in cash. Payment shall be
made as soon as practicable, but not later than March 31 of the applicable
year.
6. VESTING
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Upon designation of participation with respect to a Performance Period, a
Participant's right to payment of an Award in accordance with the
provisions hereof shall vest subject to automatic divestiture upon
termination during the applicable Performance Period of such Participant's
employment by the Corporation or one of its subsidiaries other than for
reasons of retirement at or after normal retirement age, disability, death
or a Change in Control as specified in Section 9. No change in the duties
of a Participant while in the employ of the Corporation or one of its
subsidiaries, or any transfer among them, shall constitute termination of
employment by the Corporation or its subsidiaries.
7. NO GUARANTEE OF EMPLOYMENT
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Nothing in the Plan shall be deemed to create any limitation or restriction
on such rights as the Corporation and its subsidiaries otherwise would have
to terminate the employment of any person at any time for any reason.
8. AMENDMENT OR TERMINATION
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Subject to the provisions of Section 9, the Board, at any time, may
terminate the Plan or make such modifications of the Plan as it may deem
advisable, except that no such termination or modification shall diminish a
Participant's right to an Award to the extent vested under Section 6
hereof.
9. CHANGE IN CONTROL
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In the event of a Change in Control of the Corporation (as hereafter
defined) during any Performance Period or Periods, each Participant shall
be paid, immediately prior to the Change in Control, an amount equal to the
Award or Awards that he or she would have been entitled to receive at the
end of each of the Performance Period or Periods had such Change in Control
not occurred; provided, however, that, for purposes of calculating the
Award or Awards payable pursuant to this Section 9, (i) the applicable
Payout Factors shall be 60% for Salary Grade 75 Participants, 45% for
Salary Grade 74-73 Participants, 40% for Salary Grade 72-67 Participants
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and 30% for Salary Grade 66 Participants, without adjustment in relation to
Target Average Annual Per Share Growth Rates, and (ii) each Participant's
Average Salary shall be equal to such Participant's annual salary on the
date of the Change in Control.
"Change in Control" of the Corporation shall be deemed to have occurred as
of the first day that any one or more of the following conditions shall
have been satisfied:
(i) Any individual, corporation (other than the Corporation), partnership,
trust, association, pool, syndicate, or any other entity or any group
of persons acting in concert becomes the beneficial owner, as that
concept is defined in Rule 13d-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, of
securities of the Corporation possessing twenty percent (20%) or more
of the voting power for the election of directors of the Corporation;
(ii) There shall be consummated any consolidation, merger, or other
business combination involving the Corporation or the securities of
the Corporation in which holders of voting securities of the
Corporation immediately prior to such consummation own, as a group,
immediately after such consummation, voting securities of the
Corporation (or, if the Corporation does not survive such transaction,
voting securities of the corporation surviving such transaction)
having less than sixty percent (60%) of the total voting power in an
election of directors of the Corporation (or such other surviving
corporation);
(iii) During any period of two (2) consecutive years, individuals who at
the beginning of such period constitute the directors of the
Corporation cease for any reason to constitute at least a majority
thereof unless the election, or the nomination for election by the
Corporation's shareholders, of each new director of the Corporation
was approved by a vote of at least two-thirds (2/3) of the directors
of the Corporation then still in office who were directors of the
Corporation at the beginning of any such period; or
(iv) There shall be consummated any sale, lease, exchange, or other
transfer (in one transaction or a series of related transactions) of
all, or substantially all, of the assets of the Corporation (on a
consolidated basis) to a party which is not controlled by or under
common control with the Corporation.
10. BENEFICIARY
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Each Participant shall have the right, from time to time, to designate or
change the designation of a primary and a contingent beneficiary, or either
thereof, to receive on his death the benefit provided herein or, as the
case may be, any undistributed balance of any benefit distributable to him
pursuant to the provisions hereof. Any such Participant may make such
designation only in writing and by filling out and furnishing to the
committee such form or forms as the committee may require. In the event
that any Participant fails to designate a beneficiary or if no such
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designated beneficiary is living upon the death of such Participant or if
for any reason such designation shall be legally ineffective, then, and in
any of said events, the amount which would have been paid to a designated
living beneficiary shall be paid to the trustee of the Participant's
revocable living trust, and if none to the trustee of the Participant's
testamentary trust, and if none to the personal representative of the
estate of such deceased Participant.
Upon the death of a beneficiary entitled to the distribution of an amount
pursuant to the provisions hereof prior to receipt of all amounts
distributable to such beneficiary hereunder, an amount equal to the unpaid
balance shall be paid to the trustee of the beneficiary's revocable living
trust, and if none to the trustee of the beneficiary's testamentary trust,
and if none to the personal representative of the estate of such deceased
beneficiary.
11. EFFECTIVE DATE OF PLAN
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The Plan shall be effective as of February 9, 1982, as amended as of
February 10 and March 10, 1987, January 1, 1992, January 1, 1995, January
30, 1996 and February 12, 1996.
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