Sample Business Contracts

Stock Option Agreement - Cerner Corp. and Neal L. Patterson

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CERNER CORPORATION                         PLAN D STOCK
                                       OPTION AGREEMENT

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 Neal L. Patterson (the "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 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 eighty thousand (180,000) 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
            --------------------     -----------------

                    18,000              June 28, 1996
                    18,000              June 28, 1997
                    18,000              June 28, 1998
                    18,000              June 28, 1999
                    18,000              June 28, 2000
                    18,000              June 28, 2001
                    18,000              June 28, 2002
                    18,000              June 28, 2003
                    18,000              June 28, 2004
                    18,000              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
       (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 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

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

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


/s/John V. Donner
John V. Donner, Assistant Secretary

                                   /s/Neal L. Patterson
                                   Optionee (signature)

                         Address   20 East Dundee Circle
                                   Belton, MO  64012