Promissory Note and Security Agreement - Cerner Corp. and Marvin G. Pember
PROMISSORY NOTE
and SECURITY AGREEMENT
June 22, 1998 $200,000.00
For value received, the undersigned promises to pay to the
order of Cerner Corporation, a Delaware corporation ("Cerner")
the sum of Two Hundred Thousand Dollars ($200,000.00), payable as
follows:
Date Principal Repayment
---- -------------------
July 1, 1999 $0
July 1, 2000 $10,000
July 1, 2001 $20,000
July 1, 2002 $20,000
July 1, 2003 $40,000
July 1, 2004 $40,000
July 1, 2005 $70,000
This Promissory Note will not bear interest for the first five
(5) years and eight (8) days. Beginning on July 1, 2003,
interest will accrue on the unpaid principal balance hereof at
the rate of three percent (3%) per annum. Interest shall be
computed on the basis of a 360-day year. Payment of this
Promissory Note shall be made at the office of Cerner at 2800
Rockcreek Parkway, Kansas City, Missouri, 64117, or at such other
place within the State of Missouri as Cerner may designate in
writing to the undersigned, in United States dollars.
Notwithstanding the foregoing, and without notice by Cerner to
the undersigned, the entire unpaid principal amount of this
Promissory Note (plus accrued interest, if any) shall become
immediately due and payable in full upon (i) the voluntary
termination of the undersigned's employment with Cerner or (ii)
Cerner's termination of the undersigned's employment due to the
undersigned's dishonesty, illegal conduct, breach of Cerner's
policy or breach of the undersigned's Cerner Associate Employment
Agreement, dated April 15, 1998. In the event of the
undersigned's involuntary termination of employment with Cerner
(other than for the undersigned's dishonesty, illegal conduct,
breach of Cerner's policy or breach of the undersigned's Cerner
Associate Employment Agreement, dated April 15,1998), the entire
remaining principal amount of this Promissory Note (plus accrued
interest, if any) will be due and payable one (1) year following
such involuntary termination, without notice by Cerner to the
undersigned.
Any amount hereunder 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.
The undersigned hereby grants to Cerner a security interest in
(i) all outstanding Cerner Performance Plan ("CPP") or other
bonus payments due to the undersigned from Cerner at any time,
(ii) all stock options granted to the undersigned by Cerner,
whether vested or not vested, and (iii) 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. The
undersigned will deliver to Cerner any such certificates
representing Cerner Common Stock to be held by Cerner. The
undersigned shall assist Cerner in taking whatever steps Cerner
deems advisable in perfecting its security interest in the
foregoing collateral, including but not limited to signing
financing statements, stock powers and control agreements. In
the event that this Promissory Note shall become payable in full
as set forth above, Cerner shall have all of the rights and
remedies of a secured party under the Uniform Commercial Code as
in effect in the State of Missouri, including the right to sell
any of the collateral held by Cerner hereunder and apply the
proceeds thereof first to the costs and expenses, including
reasonable attorney's fees and expenses, incurred by Cerner in
exercising its rights hereunder and then to the amount secured by
the collateral. In addition to the foregoing, if the amount of
this Promissory Note is not paid when due, to the extent
permitted by law, Cerner may set off any moneys due from Cerner
to the undersigned, including without limitation, salary, CPP and
any other compensation, if any, against any of the undersigned's
obligations hereunder, whether or not the same is due and in any
order of priority.
This Promissory Note is also secured by and subject to the
benefits of the mortgage, dated June 22, 1998, made by the
undersigned and his spouse in favor of Cerner with respect to the
property commonly known as 648 East 45th, Kansas City, Missouri
64110.
The undersigned waives any and all notices, demands,
protests or other indulgences or rights granted by law in
connection with the collection hereof by Cerner.
In witness whereof, the undersigned has executed this
Promissory Note and Security Agreement as of the day and year
first above written.
/s/Marvin G. Pember
------------------------
Marvin G. Pember
Address: 648 East 45th
Kansas City, Missouri 64110
Signatory as to the grant of the security interest only:
/s/Beverly K. Pember
------------------------
Beverly A. Pember
State of Kansas )
---------)
County of Johnson)
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On this 20th day of June in the year 1998, before me, the
undersigned notary public, personally appeared Marvin G. Pember
and Beverly A. Pember, known to me to be the persons whose names
are subscribed to the within instrument, and acknowledged that
each executed the same as their free act and deed.
In witness thereof, I hereunto set my hand and official seal.
Susan K. Parker
-------------------------
Notary Public
SUSAN K. PARKER
NOTARY PUBLIC
STATE OF KANSAS
My App. Exp. 11.30.98
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