Incentive Stock Option Agreement - Cerner Corp. and Alan D. Dietrich
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered into this 12th day of September, 1990
(the "Granting Date"), by and between CERNER CORPORATION, a Delaware
corporation (the "Company"), and Alan D. Dietrich (the "Optionee"),
WITNESSETH:
WHEREAS, on January 13, 1984, the Board of Directors of the Company adopted,
and on May 8, 1984, the holders of a majority of the issued and outstanding
shares of the Company's common stock approved, the Cerner Corporation Incentive
Stock Option Plan B (the "Plan") pursuant to which the Company may grant
from time to time, on or prior to November 30, 1993, options to purchase
shares of Cerner Common Stock (as defined in said Plan) to any employee of
the Company or of any of its subsidiary corporations, in such amounts and
under such form of agreements as shall be determined by the Incentive Stock
Option Committee, appointed by the Board of Directors of the Company
pursuant to the Plan; and
WHEREAS, the Incentive Stock Option Committee (the "Committee") has
determined that the Optionee is an employee of the Company or of one of its
subsidiary corporations within the meaning of the Plan, and that the
Optionee shall be granted an option to purchase shares of Cerner Common
Stock on the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained and other good and valuable consideration, the parties hereto do
hereby agree as follows:
1. Incorporation of the Plan. A copy of the Plan is attached hereto and
hereby incorporated herein by reference, and all of the terms, conditions and
provisions contained therein shall be deemed to be terms, conditions and
provisions of this Agreement. All terms used herein which are defined in
the Plan shall have the meanings given them in the Plan.
2. Grant of Option. Pursuant to the authorization of the Committee, and
subject to the terms, conditions and provisions contained in the Plan and this
Agreement, the Company hereby grants to the Optionee, as a matter of separate
inducement and agreement in connection with employment, but not in lieu of
any salary or other compensation for services, an option (the "Option") to
purchase from the Company all or any part of an aggregate of Five thousand
(5,000) shares of Cerner Common Stock at the purchase price of Six Dollars
and seventy-five cents ($6.75) per share. The date first written above shall
be deemed to be the granting date of this Option.
3. Term of Option: Exercise In Installments. This Option shall expire with
respect to all shares of Cerner Common Stock subject hereto on September 12,
2000 (the "Expiration Date"), unless it shall be terminated at an earlier
date in accordance with the provisions of the Plan. This Option shall become
exercisable in installments as follows:
Number or Percentage Earliest Date on
of Shares Subject to Which Shares May
This Option Be Purchased
--------------------- ----------------
1,000 September 10, 1991
1,000 September 10, 1992
1,000 September 10, 1993
1,000 September 10, 1994
1,000 September 10, 1995
The Optionee may purchase all or any portion of the shares subject to each
installment listed above at any time (i) on or after the respective exercise
date listed above, and (ii) before the Expiration Date (or before any earlier
termination date), in accordance with the provisions of the Plan.
PLEASE REMEMBER THAT YOU MAY LOSE VALUABLE TAX BENEFITS IF YOU SELL OR
DISPOSE OF THE STOCK ACQUIRED UPON THE EXERCISE OF THIS OPTION BEFORE (1) TWO
YEARS HAVE PASSED SINCE THE DATE ON WHICH THIS OPTION WAS GRANTED, OR (2) ONE
YEAR HAS PASSED SINCE THE DATE ON WHICH YOU EXERCISED THIS OPTION. PLEASE
CONTACT YOUR PERSONAL TAX ADVISOR FOR MORE INFORMATION.
4. Investment Purpose. By accepting this Option, the Optionee agrees that any
and all shares of stock purchased upon the exercise of this Option will be
purchased for investment purposes and not with a view to any distribution
thereof, and that each notice of the exercise of any portion of this Option
shall be accompanied by a representation in writing signed by the Optionee
(or by the person or persons entitled to exercise the Option in the event of
the death of the Optionee) that the shares of stock are being purchased in
good faith for personal investment purposes, and not with a view to any
distribution thereof.
5. Stock Restrictions. The optionee further agrees that:
(a) Each stock certificate issued pursuant to the exercise of the Option
granted hereby shall bear a legend to the effect that the shares represented
thereby have not been registered under the Securities Act of 1933, and may not
be transferred except in accordance with the provisions of this Incentive
Stock Option Agreement and the Plan.
(b) Subject to the Company's right to repurchase described in paragraph 6
hereof, the shares of stock acquired upon the exercise of this Option may be
transferred, in whole or in part, only upon the following conditions:
(i) Prior to any transfer of any such shares, the holder thereof shall furnish
the Company written notice of the intention to effect such transfer. Such
notice shall describe the manner and circumstances of the proposed transfer
in sufficient detail, and shall contain an undertaking to furnish such further
information as may be required, to enable counsel to render the opinion
referred to below. Promptly after receiving such notice, the Company shall
obtain from its counsel a written opinion (a copy of which shall be furnished
to the person giving such notice) as to whether the proposed transfer may be
effected without registration under the Securities Act of 1933.
(ii) If it is the opinion of said counsel that no such registration is
necessary under the circumstances, then the holder of the shares for which
transfer has been requested shall be entitled to transfer such shares in
accordance with the terms specified in the written notice given the Company.
Each certificate issued to the transferee to evidence the shares so transferred,
and each certificate evidencing any untransferred balance of shares of stock
acquired by the Optionee upon exercise of this Option, shall bear the
restrictive transfer legend described in paragraph 5(a) hereof unless in the
opinion of said counsel such legend is not then required.
(iii) If it is the opinion of said counsel that the proposed transfer may not
be effected without registration under the Securities Act of 1933, then the
Company shall so notify said holder and said transfer shall not be effected.
(c) The Optionee shall promptly comply with any request by the Company for
information concerning any disposition by the Optionee of any shares acquired
pursuant to this Option which the Company may need in connection with an
income tax return or any other return or report which it may be required to
file with any governmental agency.
6. Company's Right to Repurchase Shares. In the event that the Optionee (i)
dies, (ii) ceases to be employed by the Company or any of its subsidiary
corporations at any time before the expiration of three (3) years after the
date on which this Option was last exercised or any other option
granted under this Plan, or (iii) desires to sell, pledge, hypothecate,
transfer or otherwise dispose of or encumber all or any portion of the shares
of stock that were purchased upon the exercise of this Option, the Company
shall have the right to repurchase all or any portion of the shares of stock
which were acquired by the Optionee (or by the person or persons entitled to
exercise this Option in the event of the death of the Optionee) pursuant to
the exercise of this Option, upon the following terms and conditions:
(a) Period--Unless exercisable as a result of the death of the Optionee, the
Company's right shall commence upon the date of which the Optionee delivers
to the Company written notice of desire to sell, pledge, hypothecate, transfer
or otherwise dispose of or encumber all or any portion of the stock purchased
upon the exercise of this Option, and shall expire thirty (30) days after such
date. Failure of the Company to exercise its right during such thirty (30)
day period shall be deemed to constitute a waiver of such right. However,
if the Optionee fails to sell, pledge, hypothecate, transfer or otherwise
dispose of or encumber all or any portion of the stock that was acquired
upon the exercise of this Option within sixty (60) days after the date on
which the Company shall be deemed to have waived its right, its right shall
be reinstated and again operative upon the Optionee's death, termination
of employment or any subsequent proposed disposition of such stock.
In the event that its right to repurchase becomes exercisable by reason of
the death of the Optionee, the Company's right shall commence on the date of
the Optionee's death and shall expire twelve (12) months after the date on
which it receives written notice of the Optionee's death from the legal
representative appointed by and qualified in a probate court of competent
jurisdiction. If no legal representative of the Optionee is appointed within
sixty (60) days after the death of the Optionee, then the Company shall be
considered a creditor of the estate and shall have all of the rights conferred
upon creditors of the estate of the Optionee by the state in which the
Optionee was domiciled at the date of death.
(b) Exercise--The Company shall exercise its right by delivering to the
Optionee, the legal representative or the person or persons who exercised this
Option after the death of the Optionee (the "Holder") a written notice
stating the number of shares with respect to which it is exercising its right
to repurchase. Such written notice shall be deemed to be effective as of the
earlier of (i) the date on which it is received by the Holder, or (ii) the
date on which it is placed in the United States mail, postage prepaid and
addressed to the Holder.
(c) Price--The price at which shares of stock may be repurchased by the
Company upon the exercise of its right described in this paragraph 6 shall be
the fair market value of such shares on the date that such right is exercised.
In the event that the Company's right becomes exercisable by reason of the
Optionee's desire to sell, pledge, hypothecate, transfer or otherwise dispose
of or encumber such stock, however, the purchase price shall not be less then
any bona fide cash offer which the Optionee has received therefor.
(d) Payment--The Company may pay for the stock repurchased from the Holder
pursuant to its exercise of the right described in this paragraph 6--
(i) if the Holder has held such option stock for three years or less, either
by a lump sum cash payment at the time it exercises its right to repurchase
pursuant to this paragraph 6, or, at the Company's discretion, partly by a
lump sum cash payment (in the amount equal to the lesser of (A) the
original option price paid by the Holder for such stock, or (B) the then
fair market value of such stock) at the time of repurchase and partly by a
promissory note requiring the Company to make equal annual cash installment
payments over a period of not more than ten (10) years, or
(ii) if the Holder has held such option stock for more than three years, by
a lump sum cash payment at the time it exercises its right to repurchase
pursuant to this paragraph 6, unless the Holder will, upon completion of the
Company's repurchase of all or a portion of the option stock and taking into
account all prior sales by the Holder of Cerner Common Stock to the Company,
have sold back to the Company an aggregate number of shares exceeding one-
half of one percent (1/2%) of its issued and outstanding shares of Cerner
Common Stock (determined at the time of such repurchase), in which event the
Company may, in its sole discretion, elect to pay partly by a lump sum cash
payment (in the amount equal to the lessor of (A) the original option price
paid by the Holder for such stock, or (B) the then fair market value of
such stock) at the time of repurchase and partly by a promissory note requiring
the Company to make equal annual cash installment payments over a period of
not more than ten (10) years.
Simple interest shall accrue on the unpaid balance of any promissory note
issued by the Company pursuant to this paragraph 6 at the rate of ten
percent (10%) per year.
7. Notices. Any notices or other communications required or allowed to be made
or given to the Company under the terms of this Agreement shall be addressed
to the Company in care of its secretary at its offices at 2800 Rockcreek
Parkway, North Kansas City, Missouri 64117, and any notice to be given to
the Optionee shall be addressed to the Optionee at the address given beneath
the signature hereto. Either party hereto may from time to time change the
address to which notices are to be sent to such party be giving written notice
of such change to the other party. Any notice hereunder shall be deemed to
have been duly given if and when addressed as aforesaid, registered and
deposited, postage and registry fee prepaid, in a post office regularly
maintained by the United States Government.
8. Binding Effect. This Agreement shall bind, and except as specifically
provided in the Plan and this Agreement, shall inure to the benefit of, the
respective heirs, legal representatives, successors and assigns of the parties
hereto.
9. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Missouri.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its officers hereunto duly authorized and its corporate seal to be hereunto
affixed, and the Optionee has hereunto set hand as of the day and year first
above written.
CERNER CORPORATION
[CORPORATE SEAL] By:/s/Neal L. Patterson
Neal L. Patterson, Chairman
ATTEST:
/s/Clifford W. Illig
Clifford W. Illig, President
/s/Alan Dietrich
Optionee
11902 Bluejacket
Overland Park, KS 66213
-----------------------
Address