1990 DIRECTORS STOCK OPTION PLAN
COMMERCE BANK/HARRISBURG, N.A.
Amended November 21, 2008
1. Purpose of Plan
The purpose of this Plan is to enable Commerce Bank/Harrisburg, N.A. (hereinafter referred to as the "Bank") to
continue to attract and retain nonemployee Directors with outstanding abilities by making it possible for them to
purchase shares of the Bank's Common Stock on terms which will give them a direct and continuing interest in
the future success of the Bank's business.
"Bank" means Commerce Bank/Harrisburg, N.A., a national banking association.
"Committee of the Board" means a committee established by the Board consisting of three or more members of
the Board. The Personnel Committee may be this committee.
"Director" means a Director of the Bank who is not regularly employed on a salary basis by the Bank.
“Shares” means of Common Stock of the Bank.
“Board” means the Board of Directors of the Bank.
"Optionee" means a person to whom an option has been granted under this Plan which has not expired or been
fully exercised or surrendered.
3. Limits on Options
The total number of shares for which options may be granted under this Plan shall not exceed in the aggregate
50,000 shares. This number shall be appropriately adjusted if the number of issued shares shall be increased or
reduced by change in par value, combination, or split-up, reclassification, distribution of a dividend payable in
stock, or the like. The number of shares previously optioned and not theretofore delivered and the option prices
therefor shall likewise be appropriately adjusted whenever the number of issued shares shall be increased or
reduced by any such procedure after the date or dates on which such shares were optioned. Shares covered by
options which have expired or which have been surrendered may again be optioned under this Plan.
4. Adjustment of Options
The number of shares optioned from time to time to