Sample Business Contracts

Non-Qualified Stock Option Agreement - Cerner Corp. and Alan D. Dietrich

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Non-Qualified Stock Option Agreement

THIS AGREEMENT, made and entered into this twentieth day of July, 1994 (the
"granting" date), by and between CERNER CORPORATION, a Delaware corporation
(the "Company"), and Alan D. Dietrich ("Optionee"),


WHEREAS, The Stock Option Committee of the Board of Directors of the Company
(the "Committee") has determined that the Optionee is eligible to receive an
option to purchase shares of common stock of the Company under the Company's
Non-Qualified Stock Option Plan (the "Plan");

NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained and other good and valuable consideration, the parties hereto
agree as follows:

1. Incorporation of the Plan.  A copy of the Plan is incorporated herein by
reference and all of the terms, conditions and provisions contained therein
shall be deemed to be contained in this Agreement.

2. Grant of Option.  Pursuant to the authorization of the Committee, and
subject to the terms, conditions and provisions contained in this
Agreement, the Company hereby grants to the Optionee an option (the "option")
to purchase from the Company all or any part of an aggregate of twenty
thousand (20,000) shares of Cerner Common Stock at the purchase price of
twenty-five and one-eighth ($25 1/8) per share.

The numbers of shares of common stock subject to the Option and the purchase
price per share shall be appropriately adjusted to reflect any stock dividends,
stock splits, split ups or combinations of outstanding shares of common stock
of the Company.  The date first written above shall be deemed to be the granting
date of this Option.

This Option grant is made in conjunction with the role of Group Vice President
and General Manager ("Role"), currently performed by the Optionee as of the
granting date.  The definition and responsibilities of this Role will be based
annually on the description incorporated in the then-current Incentive Plan
documentation or comparable document.  Future vesting of shares granted in
this Option will be evaluated as explained in paragraph 4.  Vesting will be
contingent on continued performance of this Role and other factors as
determined by the Chief Executive Officer and President of the Company.

3. Term of Option: Exercise in Installments.  This option shall expire with
respect to all shares of Cerner Common Stock subject hereto twenty-five
years from the date first above written (the "Expiration Date"), unless it
shall be terminated at an earlier date in accordance with this Agreement. 
This Option shall become exercisable in installments as follows, subject to
the vesting provisions of paragraph 4:

Number of Percentage        Earliest Date on
of Shares Subject to        Which Shares May
This Option                 Be purchased
--------------------        ----------------
1,500                       March 31, 1995
2,000                       March 31, 1996
2,000                       March 31, 1997
2,000                       March 31, 1998
2,000                       March 31, 1999
2,000                       March 31, 2000  
2,000                       March 31, 2001
2,000                       March 31, 2002
2,000                       March 31, 2003
2,000                       March 31, 2004
500                         March 31, 2005

4. Option Vesting.  The Optionee may purchase all or any portion of the shares
subject to each installment listed above at any time on or after the exercise
dates listed above and before the Expiration Date (or any earlier termination
date) that have become "vested".  "Vested" means that a) the Optionee has
continued to perform the Role noted in Paragraph 2, or an alternate Role as
assigned by the Chief Executive Officer and President of the Company, b) that
the Optionee's performance in the assigned Role has been reviewed by the
Chief Executive and President of the Company and such performance has been
evaluated, in their sole discretion, as acceptable for the Role, and c) that
they have issued a written statement to Optionee stating the amount of shares
which are vested at each of the dates set forth above.

Any shares which do not become so "vested" shall no longer be subject to
this Option.  This Option shall expire as to any such shares not so vested.
This Option shall expire as to all unexercised shares immediately upon
termination of the Associate's employment with the reason of the Optionee's
death or disability the Optionee, or Optionee's estate, shall have thirty
(30) calendar days following such date to exercise this Option as to the
number of shares exercisable on such date.

This Option may be exercised by Optionee delivering to the Company a written
notice of exercise along with a cash payment in the amount of the purchase
price for such shares.

5. Investment Purpose.  By accepting this Option, the Optionee agrees that
any and all share 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 Optionee (or
by the person or persons entitled to exercise the Option in the event of the
death of the Optionee) that the share of stock are being purchased in good
faith for personal investment purposes, and not with a view to any distribution

6. 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 1993, and may not be
transferred except in accordance with the provisions of this Agreement.

b) The shares of the stock acquired upon the exercise of this Option may be
transferred, in whole or in part, only if in the opinion of counsel for
the Company such proposed transfer may be effected without registration
under the Securities Act of 1993 and appropriate state securities laws or such
registration has been effected.  Prior to the transfer of any such shares the
holder thereof shall furnish the Company written notice of the intention to
effect such transfer, which notice shall include the manner and circumstances
of the proposed transfer and such matters as the Company may request.

c) The Optionee shall promptly comply with any request by the Company for
information concerning any disposition by the Optionee of any shares
acquired to this Option which the Company may need in connection with an
income tax return or report which it may be required to file with any
governmental agency.

7. Notices.  Any notices or other communications required or allowed to be made
or given to the Company under 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
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 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 and Assignment.  This Agreement shall bind the parties hereto
but shall not be assignable by either party without the express written
consent of the other.

9. Governing Law.  This Agreement shall be constructed 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 Optionee has hereunto set hand as of day and year first above

                                     CERNER CORPORATION

[CORPORATE SEAL]                     By:/s/Neal L. Patterson
                                     Neal L. Patterson, Chairman


/s/Clifford W. Illig
Clifford W. Illig, President

                                     /s/Alan D. Dietrich
                                     3604 NW 75th Court
                                     Kansas City, MO 64151