Promissory Note - Cerner Corp. and Robert C. Dieterle
PROMISSORY NOTE
$135,000 March 30, 1998
For value received, the undersigned promises to pay to
the order of Cerner Corporation, a Delaware corporation,
("Cerner") the sum of One Hundred Thirty-Five Thousand
Dollars ($135,000) at Cerner offices at 2800 Rockcreek
Parkway, Kansas City, Missouri 64117, in annual installments
of Fifteen Thousand Dollars ($15,000), the first installment
to be due on August 4, 1998 and the subsequent eight (8)
installments each to be due on the first eight (8)
consecutive anniversaries of August 4, 1998.
Notwithstanding the foregoing, in the event the
undersigned's employment with Cerner is terminated, for any
reason, this Promissory Note shall become immediately due
and payable in full, without notice by Cerner to the
undersigned, upon the earlier to occur of (1) the
undersigned's sale of the real property covered by the
mortgage referred to below, (2) settlement of any payments
due to the undersigned from Cerner under CPP or any other
bonus plans of Cerner or (3) receipt by the undersigned
after the termination date of an aggregate of Seventy Five
Thousand Dollars ($75,000) or more from the sale by the
undersigned of any Cerner stock received by the undersigned
upon exercise of any stock options granted to the
undersigned by Cerner.
In the event of the failure of the undersigned to pay
any installment when due or if there is a breach of any of
the terms and conditions of the Mortgage dated the date
hereof made by the undersigned and his spouse in favor of
Cerner, Cerner may accelerate all unpaid installments hereof
and all other amounts payable hereunder by written notice
delivered to the undersigned in writing addressed at 2800
Rockcreek Parkway, Kansas City, Missouri 64117, whereupon
the entire unpaid amount hereof shall be immediately due and
payable in full.
Any installment hereof not paid when due shall
thereafter bear interest at the lesser of the highest amount
permitted by applicable law or the prime or base rate of
interest announced from time to time by CitiBank, N. A., New
York, New York.
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The undersigned hereby grants to Cerner a security
interest in all outstanding CPP or other bonus payments due
to the undersigned from Cerner at any time and any shares of
Cerner Common Stock acquired by the undersigned as a result
of exercising any stock options granted to the undersigned
by Cerner as security for all amounts due to Cerner
hereunder. This Promissory Note is also secured by and
subject to the benefits of the second mortgage dated March
30, 1998, made by the undersigned and his spouse in favor of
Cerner.
The undersigned hereby waives all demands, protests,
notices, indulgences and other benefits provided by law to
the undersigned in connection with the collection hereof by
Cerner and agrees to pay all costs of collection hereof by
Cerner, including reasonable attorney's fees and expenses.
In witness whereof the undersigned have executed this
Promissory Note as of the date hereof.
/s/Robert C. Dieterle
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Robert C. Dieterle