Stock Option Agreement - Cerner Corp. and Clifford W. Illig
CERNER CORPORATION PLAN D STOCK
OPTION AGREEMENT
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THIS AGREEMENT, made and entered into this 28th day of
June, 1995 (the "Granting Date"), by and between CERNER
CORPORATION, a Delaware corporation (the "Company"),
and Clifford W. Illig (the "Optionee"),
WITNESSETH:
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 do hereby
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 one
hundred twenty thousand (120,000) shares of Cerner
Common Stock at the purchase price of fifty nine
dollars and twenty five cents ($59.25) per share.
The number 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.
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 or Percentage Earliest Date on
of Shares Subject to Which Shares May
This Option Be Purchased
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12,000 June 28, 1996
12,000 June 28, 1997
12,000 June 28, 1998
12,000 June 28, 1999
12,000 June 28, 2000
12,000 June 28, 2001
12,000 June 28, 2002
12,000 June 28, 2003
12,000 June 28, 2004
12,000 June 28, 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).
This Option shall expire as to all unexercised
shares immediately upon termination of the
Associate's employment with the Company or any of
its subsidiaries (other than retirement at or
after normal retirement age), except that in the
event such employment is terminated by reason of
the Optionee's death or disability the Optionee,
or Optionee's estate, shall have three hundred
sixty five (365) 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 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 share
of stock are being purchased in good faith for
personal investment purposes, and not with a view
to any distribution thereof.
When a registration statement filed with the
Securities and Exchange Commission regarding the
shares of common stock subject to this option
agreement becomes effective, the investment
representation contained in this paragraph will no
longer be applicable.
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
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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 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 1933 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 other 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 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.
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 by 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 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.
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CERNER CORPORATION
By: /s/Neal L. Patterson
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Neal L. Patterson, Chairman
[CORPORATE SEAL]
ATTEST:
/s/John V. Donner
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John V. Donner, Assistant Secretary
/s/Clifford W. Illig
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Optionee (signature)
Address 4303 West 125th Terrace
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Leawood, KS 66209
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