Employment Agreement - Cerner Corp. and Rick Smith
CERNER ASSOCIATE EMPLOYMENT AGREEMENT
This Cerner Associate Employment Agreement describes the formal employment
relationship between Rick Smith and Cerner Corporation, a Delaware corporation.
This Agreement is effective on the 18th day of June 2001.
1. CERNER'S LETTER OFFERING EMPLOYMENT TO YOU.
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At the time you accepted employment with Cerner, you received an offer
letter outlining or confirming the specifics of Cerner's offer of employment to
you. The position, terms, compensation, benefits and other provisions of that
offer letter represent the initial conditions of your Cerner employment. The
offer letter is incorporated into this Agreement as Attachment I. Any amendments
or changes to the offer letter are included as part of Attachment II to this
Agreement, and supersede the terms in the offer letter. Cerner reserves the
right to modify, at anytime, the conditions of your employment by Cerner, other
than the conditions agreed to in this Agreement, the offer letter, or the June
18, 2001 letter agreement (referred to in Section 20 of this Agreement). This
Agreement, the offer letter, and the June 18, 2001 letter agreement may be
modified only by written agreement between Cerner and you.
2. EMPLOYMENT RELATIONSHIP.
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A. Formation. By signing this Agreement, you represent that every
material fact contained in your resume and application for
employment with Cerner is true and accurate to the best of your
knowledge and belief. You also agree that falsification of your
resume or application is grounds for immediate discharge.
B. Type. To the extent permitted by law, your employment
relationship with Cerner is "at will", which means that you may
resign from Cerner at any time, for any reason, or for no reason
at all, and without advance notice (except as described below).
It also means that Cerner may terminate your employment at any
time, for any legally permitted reason, or for no reason at all,
and without advance notice.
C. Resignation and Termination. You agree to cooperate with Cerner
by participating fully in an exit interview in the event you
leave the employ of Cerner. You agree to give Cerner written
notice of your intention to resign from employment at least ten
(10) business days prior to the last day you intend to work at
Cerner. To facilitate the provisions of paragraphs 7 and 8 of
this Agreement, you also agree to report to Cerner, in
conjunction with your written notice of intent, the identity of
your new employer (if any) and the nature of your proposed
duties for that employer. Cerner, however, reserves the right
either to accelerate your intended effective termination date to
an earlier actual date or to allow your intended effective
termination date to stand.
If you resign, however, with fewer than ten (10) business days
notice, or if you actually leave Cerner's employ prior to
expiration of the ten business days notice period and without
the permission of Cerner, then you agree that (to the extent
permitted by law) no vacation pay, salary or other compensation
otherwise due, from the date of your resignation notice until
the time of your approved effective termination date, will be
owed or paid to you by Cerner.
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If Cerner terminates your employment prior to June 18, 2002 (and
unless the termination is for Cause), Cerner will pay you a
severance payment of $175,000 ("Six-month Severance"). If Cerner
terminates your employment on or after June 18, 2002, but prior
to June 18, 2003 (and unless the termination is for Cause),
Cerner will pay you a severance payment of $263,000 ("Nine-month
Severance"). If Cerner terminates your employment on or after
June 18, 2003 (and unless the termination is for Cause), Cerner
will pay you a severance payment of $350,000 ("One-year
Severance"). In addition, in the event Cerner terminates your
employment without Cause prior to June 18, 2003, at Cerner's
sole discretion and option, Cerner may increase the severance
period in one month increments beyond the applicable Six-month
or None-month Severance period up to a maximum duration (the
original Six-month or Nine-month Severance period plus any
extension) of one (1) year. You shall be compensated for any
such additional months of severance elected by Cerner at the
highest rate of your monthly base salary within the year before
your termination from employment. You understand and agree that
the election by Cerner to extend the period of your severance
compensation will also extend the period of time of your
non-competition obligations under Paragraph 7. Cerner agrees to
notify you of its election to extend the time of your severance
and your non-competition obligations within thirty (30) days
following your last day of employment at Cerner. All severance
payments will be paid less appropriate payroll deductions,
payable in installments on Cerner's regular pay days. You also
understand and agree that, at Cerner's sole discretion and
option, Cerner may elect to make any severance payment, or any
part thereof, in a lump sum payment as opposed to making such
payment on Cerner's regular pay days. Any such lump sum payment
shall have no effect upon your obligations to comply with your
non-competition obligations under Paragraph 7. You agree to
immediately notify Cerner if you accept other employment during
the severance and non-competition period provided for by this
Paragraph 2.C. and Paragraph 7. Cerner's obligations to make any
further severance payments hereunder shall be reduced (but not
below zero) by the base salary you receive from a new employer
during the severance and non-competition period, but your
obligations of non-competition under Paragraph 7 shall continue
pursuant to such terms.
If you voluntarily resign and give proper notice as outlined
above and Cerner elects to accelerate your effective termination
date to a date less than two (2) weeks from the date of your
notice, Cerner will continue to pay your base salary through the
remainder of such two (2) week period.
In the event your voluntary or involuntary termination occurs
during a performance period associated with a documented bonus
or performance compensation plan, any final payments to you as a
result of your participation in such plan will be determined by
the documented procedures of the plan and any CPP letter
agreements between you and Cerner. Payments under the CPP will
accrue on the last day of each fiscal quarter, and will be paid
to you in accordance with the plan regardless of whether you are
employed by Cerner on the date the payments are paid out.
In the event that Cerner pays or reimburses you for any
relocation costs, you agree to repay such sums to Cerner on a
prorated basis if (i) you voluntarily resign from employment
with Cerner for any reason within two (2) years of the date your
relocation is complete or (ii) Cerner terminates your employment
for Cause within two (2) years of the date your move is
complete. You will not be required to repay such costs if Cerner
terminates your employment without Cause or you quit with "Good
Reason" (as defined in the Offer Letter), notwithstanding any
other provisions of Cerner's relocation policy. You further
agree that Cerner may, at its discretion, deduct from your
paycheck(s), including your final paycheck, any such sums
required to be repaid under this provision and that you will
repay Cerner any outstanding balance owed within thirty (30)
days of your employment termination. Regardless of the duration
stated herein, nothing contained in this provision shall
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create employment for a definite term or otherwise modify the
parties "at will" relationship set forth in paragraph 2.B. of
this Agreement.
Cerner may pay or reimburse you for certain reasonable costs
associated with Other Assistance Programs in which Cerner
provides assistance, pursuant to the terms of such Other
Assistance Programs' policies, as may be amended from time to
time. In the event that Cerner pays or reimburses you for any
costs associated with such Other Assistance Programs, you agree
to repay such sums to Cerner in their entirety if (i) you
voluntarily resign from employment with Cerner for any reason
within the time specified in the policy pertaining to applicable
program(s), or (ii) Cerner terminates your employment for Cause
within the time specified in the policy pertaining to applicable
program(s). You further agree that Cerner may, at its
discretion, deduct from your paycheck(s), including your final
paycheck, any such sums required to be repaid under this
provision and that you will repay Cerner any outstanding balance
owed within thirty (30) days of your employment termination.
Regardless of the duration stated herein, nothing contained in
this provision shall create employment for a definite term or
otherwise modify the parties "at will" relationship set forth in
paragraph 2.B. of this Agreement.
In the event Cerner terminates your employment, Cerner reserves
the right to set the effective date of such termination. Upon
your resignation or the termination of your employment, you
agree to promptly execute a Termination Statement in the form of
Attachment III.
D. SALES ASSOCIATE/CERNER CONSULTING PROVISIONS. If you are
employed by Cerner in a sales capacity or in certain Cerner
Consulting roles, additional provisions incorporated as
Attachment IV to this Agreement are applicable to your
employment relationship.
3. AGREEMENT NOT TO DISCLOSE OR TO USE CONFIDENTIAL INFORMATION.
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You agree that you will forever maintain the confidentiality of
Confidential Information. You will never disclose Confidential
Information except to persons who have both the right and need to know
it, and then only for the purpose and in the course of performing
Cerner duties, or of permitting or assisting in the authorized use of
Cerner products and services. In the event your employment with Cerner
terminates (voluntarily or involuntarily), you will promptly deliver to
Cerner all Confidential Information, including any Confidential
Information on any laptop, computer or other communication equipment
used by you during your employment with Cerner.
4. NON-CERNER EMPLOYMENT.
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Except for those part-time associates, hired to work less than 40 hours
per week, employment at Cerner is a full-time responsibility. As a
full-time associate, it is Cerner's expectation that you devote your
full time and attention to meet your Cerner responsibilities and that
you will not engage in any other employment activities which would
detract from or conflict with your ability to carry out your duties at
Cerner. If you are a part-time associate, it is Cerner's expectation
that you will not engage in other employment activities that would
detract from or conflict with your ability to carry out your part-time
duties at Cerner.
5. NEW PRODUCTS AND IDEAS.
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With respect to New Products and Ideas that you develop, author or
conceive in whole or in part while employed at Cerner, plus for one
year thereafter with regard to such New Products or Ideas that were
initiated while employed by Cerner, you agree to keep accurate,
complete and timely records of such New Products and Ideas, and will
promptly disclose and fully describe such New Products and Ideas in
writing to Cerner. You further
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agree to maintain all information respecting any New Products and Ideas
as Confidential Information and shall not disclose such information to
any party outside of Cerner without the express written approval of an
officer of Cerner.
You agree to assign and transfer to Cerner, without further
consideration, your entire right, title and interest in and to all such
New Products and Ideas including any patents, copyrights, trade secrets
and other proprietary rights in the same. You waive any and all moral
rights which you otherwise would have in any New Products and Ideas.
You agree to execute promptly at Cerner's expense, a written assignment
of title to Cerner, and all letters (and applications for letters) of
patent and copyright, in all countries, for any New Products or Ideas
required to be assigned by this Agreement. You also agree to assist
Cerner or its nominee in every reasonable way (at Cerner's request and
expense, but at no charge to Cerner), both during and after your time
of employment at Cerner, in vesting and defending title to the New
Products and Ideas in and for Cerner, in any and all countries,
including the obtainment and preservation of patents, copyrights, trade
secrets and other proprietary rights.
This Section does not apply to your new products and ideas which do not
relate directly to the business of Cerner, and which are developed
entirely on your own time.
6. PRIOR INVENTIONS.
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Any and all patented and unpatented inventions, new products and ideas
which you made prior to your employment by Cerner are excluded from the
scope of this Agreement and are documented on Attachment V, Inventory
of Prior Inventions.
7. NON-COMPETITION AND NON-SOLICITATION
A. For a period of one (1) year after the voluntary or involuntary
termination of your employment with Cerner, you will tell any
prospective new employer, prior to accepting employment that
this Employment Agreement exists.
B. (i) For a period of one (1) year after the voluntary termination
of your employment with Cerner or your termination by Cerner for
Cause, or (ii) in the event that Cerner terminates your
employment without Cause, then for the period you are paid
severance pursuant to Paragraph 2 (including any time that you
would have been paid severance pursuant to Paragraph 2 but for
the fact you commenced employment with a new employer), you will
not provide services that are substantially similar to the
services you provided while at Cerner to any Conflicting
Organization in the United States or in any country in which
Cerner has a business interest.
C Notwithstanding the foregoing, nothing contained in this
Paragraph 7 shall prohibit you (after your termination of
employment with Cerner for any reason) from (x) accepting
employment with a large Conflicting Organization whose business
is diversified, and with a portion of its business that is not
considered a Conflicting Organization, provided that Cerner,
prior to your acceptance of such employment, shall receive
separate written assurances satisfactory to Cerner from such
Conflicting Organization and from you that you will not render
services directly or indirectly in connection with any
Conflicting Product, or (y) taking a position with a general
consulting organization whose only Conflicting Product is the
provision of consulting services to the healthcare industry, so
long as you personally do not thereby provide or assist in
providing consulting services to a Client with respect to any
Cerner product, process or service or any Conflicting Product.
D. For a period of one (1) year after the voluntary or involuntary
termination of your employment with Cerner, you agree not, on
behalf of yourself or on behalf of any
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other person, entity, or organization, to employ, solicit for
employment, or otherwise seek to employ or retain any Cerner
associate or employee, or any employee of a Cerner client
company, or in any way assist or facilitate any such employment,
solicitation, or retention effort.
8. [INTENTIONALLY OMITTED].
9. PUBLICITY RELEASE.
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You consent and agree to the use of your name, voice and picture
(including but not limited to use in still photographs, videotape and
film formats, and both during and after your period of employment at
Cerner) for advertising, promotional, public relations, and other
business purposes (including its and their use in newspapers,
brochures, magazines, journals and films or videotapes) by Cerner.
10. CERNER PROPERTY.
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You understand that you may be assigned various items of Cerner
property and equipment to help you carry out your Cerner
responsibilities. When such property or equipment is issued, you will
formally acknowledge receipt of it and will take all reasonable
precautions and actions necessary to safeguard and maintain it in
normal operating condition. You further agree to accept financial
responsibility for damage or wear to the property and equipment you are
issued beyond that associated with normal business use. You will notify
Cerner immediately of any such damage or loss. If your employment with
Cerner terminates (for any reason), you will immediately return to
Cerner all property and equipment which you have been issued or which
otherwise belongs to Cerner, including any laptops, computer equipment,
wireless telephone, pagers and/or other computer or communication
devices provided to you by Cerner. You further agree that Cerner may,
at its discretion, deduct from your paycheck(s), including your final
paycheck, the replacement cost of any such equipment or devices
provided to you that are not immediately returned to Cerner upon your
termination of employment and you agree to repay Cerner any outstanding
balance owed within 30 days following your employment termination.
11. SYSTEMS AND PHYSICAL SECURITY.
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You understand the importance of both systems and physical security to
the daily operations of Cerner and to the protection of business
information. You will, therefore, comply with and assist in the
vigorous enforcement of all policies, practices, and procedures which
may be developed to ensure the integrity of Cerner systems and
facilities. Further, you understand that willful violation of such
policies, practices, and procedures may result in termination of your
employment for Cause.
12. PRIOR EMPLOYMENT RELATIONSHIPS AND OBLIGATIONS.
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By accepting employment with Cerner, you represent to Cerner that you
are not subject to any non-competition or confidentiality agreements
that your employment and activities at Cerner would violate. You also
represent and agree that you will not disclose to Cerner, or induce
Cerner to use, any proprietary or confidential information belonging to
any previous employer or to others.
13. REMEDIES.
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By signing this Agreement, both parties agree that the promises made in
it, by each respective party, are of a special nature, and that any
breach, violation or evasion by one party of the terms of this
Agreement will result in immediate and irreparable harm to the
non-breaching party. It will also cause damage to the non-breaching
party in amounts difficult to ascertain. Accordingly, the non-breaching
party shall be entitled to the remedies
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of injunction and specific performance, as well as to all other legal
and equitable remedies which may be available to the non-breaching
party.
14. INDEMNIFICATION.
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You agree to indemnify and hold Cerner harmless from and against any
damages, liability, actions, suits or other claims arising out of your
breach of this Agreement. Cerner agrees to indemnify and hold you
harmless from and against any damages, liability, actions, suits or
other claims arising out of Cerner's breach of this Agreement. Cerner
agrees to indemnify you from and against any damages, liability,
actions, suits or other claims arising as a result of your actions
taken on behalf of Cerner in the due course of your employment with
Cerner to the extent Cerner's Bylaws, as amended from time to time, and
applicable laws permit such indemnification. Such indemnification,
again to the extent permitted by Cerner's Bylaws and applicable law,
shall also apply after your employment with Cerner has been terminated.
15. MODIFICATION.
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This Agreement may not be modified in any respect, except by a written
agreement executed by you and Cerner. However, Cerner may from time to
time publish and adopt reasonable supplementary policies with respect
to the subject matter of this Agreement, and you agree that such
supplementary policies shall be binding upon you.
16. NOTICES.
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Any notice required or permitted to be given pursuant to the terms of
the Agreement shall be sufficient if given in writing and if personally
delivered by receipted hand delivery to you or to Cerner, or if
deposited in the United States Mail, postage prepaid, first class or
certified mail, to you at your residence address or to Cerner's
Corporate headquarters address or to such other addresses as each party
may give the other party notice in accordance with this Agreement.
17. TERM OF THIS AGREEMENT.
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This Agreement begins as noted above and will continue in perpetuity,
even though your employment can be terminated by you or by Cerner as
described elsewhere herein.
18. GOVERNING LAW; ARBITRATION.
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This Agreement will be governed by, construed, interpreted, and its
validity determined, under the laws of the State of Missouri. Any
controversy or claim arising out of or relating to your employment
relationship with Cerner and/or this Agreement, except for those claims
arising under Sections 3, 5, 6 or 7 of this Agreement and claims
arising under applicable workers' or unemployment compensation laws,
shall be settled by arbitration administered by the American
Arbitration Association under its then-current National Rules for the
Resolution of Employment Disputes and judgment upon the award rendered
by the arbitrator(s) may be entered in any court having jurisdiction
thereof. Subject to the provisions of Section 14 hereof, attorneys'
fees and costs of arbitration shall be allocated between the parties by
the arbitrator(s).
19. SEVERABILITY.
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If any provision of this Agreement is held to be unenforceable, then
this Agreement will be deemed amended to the extent necessary to render
the otherwise unenforceable provision, and the rest of this Agreement,
valid and enforceable.
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20. ENTIRE AGREEMENT AND PRIOR AGREEMENTS.
You hereby acknowledge receipt of a signed counterpart of this
Agreement and acknowledge that it is your entire agreement with Cerner,
except for the June 18, 2001 letter agreement that Cerner will issue to
you on your start date, a copy of which has been provided to you,
concerning the subject matter. This Agreement cancels, terminates, and
supersedes any of your previous oral or written understandings or
agreements with Cerner or with any officer or representative of Cerner
with respect to your employment with Cerner.
21. SUCCESSORS.
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This Agreement shall be binding upon Cerner's successors and assigns.
This Agreement shall also be binding upon your heirs, spouse, assigns
and legal representatives.
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This Employment Agreement is executed this ___________ day of ___________, ____.
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Associate
Cerner Corporation
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Stanley M. Sword
Vice President and Chief People Officer
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APPENDIX A
DEFINITION OF TERMS
ASSOCIATE or CERNER ASSOCIATE means an employee of Cerner.
CAUSE means that Cerner terminates your employment due to your material
dishonesty to Cerner, illegal conduct with respect to your actions as an
associate of Cerner, conviction of a felony crime, a material breach of any
Cerner policy or a material breach of this Agreement.
CERNER CORPORATION and CERNER mean Cerner Corporation, the Delaware corporation.
The terms also cover all of Cerner Corporation's parent, subsidiary and
affiliate corporations and business enterprises, both presently existing and
subsequently created or acquired. Such affiliate corporation may be directly or
indirectly controlled by Cerner or related to Cerner by equity ownership.
CLIENT means any actual or potential customer or licensee of Cerner.
CONFIDENTIAL INFORMATION means Cerner, Client and Vendor trade secrets. It also
means other Cerner, Cerner Associate, Client, and Vendor information which is
not generally known, and is proprietary to Cerner Corporation or to Cerner
Associates, Clients, and Vendors. It includes, but is not limited to, research,
design, development, installation, purchasing, accounting, marketing, selling,
servicing, finance, business systems, business practices, documentation,
methodology, procedures, manuals (both internal and user), program listings,
source codes, working papers, Client and Vendor lists, marketing and sales
materials not otherwise available to the general public, sales activity
information, computer programs and software, compensation plans, your personal
compensation, performance evaluations, patient information and other
client-related data, and all other non-public information of Cerner and its
Associates, Clients, and Vendors.
CONFLICTING ORGANIZATION means IDX Systems Corporation, Eclipsys Corporation,
McKessonHBOC, Inc., GE Medical Systems, a division of General Electric Company,
Philips Medical Systems, Siemens Medical Solutions Health Services Corporation
and Meditech, Inc.; provided, however, that the principal business of any such
company is, at the date of your termination of employment, providing consulting
services of a substantially similar nature as those consulting services then
performed by Cerner, and that Cerner shall have the right to update such list no
later than your date of termination from Cerner. Should any dispute arise with
regard to the updated list of competitors, as provided by Cerner, then both you
and Cerner shall decide upon a mutually acceptable third party to determine
whether any listed organization is in fact a Conflicting Organization at the
time of your termination of employment from Cerner.
CONFLICTING PRODUCT means any product, process or service which is the same as,
similar to, or competes with any Cerner product, process or service with which
you worked during the last three years of your employment by Cerner, or about
which you have acquired Confidential Information.
NEW PRODUCTS AND IDEAS means discoveries, computer programs, improvements, works
of authorship, designs, methods, ideas and products (whether or not they are
described in writing, reduced to practice, patentable or copyrightable) which
results from any work performed by you for Cerner, or involve the use of any
Cerner equipment, supplies, facilities or Confidential Information, or relate
directly to the business of Cerner, or relate to Cerner's actual or demonstrably
anticipated research or development.
OTHER ASSISTANCE PROGRAMS means programs that Cerner may pay or reimburse you
for certain reasonable costs incurred and also provide for Cerner's recovery of
such amounts as specified in the policies of such Other Assistance Programs, as
may be amended from time to time. Other Assistance Programs include, but are not
limited to: tuition assistance, specialty external
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training, and immigration assistance. Cerner reserves the right to establish
future assistance programs and designate such programs as Other Assistance
Programs for purposes of inclusion under paragraph 2.C. of this Agreement.
VENDOR means any actual or potential licensor, supplier, contractor, agent,
consultant or other purveyor of products or services to Cerner.
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APPENDIX B
SUMMARY OF ATTACHMENTS
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The following documents, if noted, are incorporated as attachments to this
Employment Agreement.
<CAPTION>
Not
Included Included Attachment Description
X I Original Offer Letter
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----- ----- II Offer Letter Amendments
X III Termination Statement
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X IV Sales Associate Provisions
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V Inventory of Prior Inventions
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ATTACHMENT III
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TERMINATION STATEMENT
I represent that I have complied with all the provisions of the Cerner Associate
Employment Agreement entered into between Cerner Corporation and me on the
______________________ day of _______________, ______, in that:
1. I have not improperly disclosed or otherwise misused any of the
Confidential Information covered by such Agreement. I shall
continue to comply with all the continuing terms of the
Agreement, including but not limited to the non-disclosure and
(for the required term) non-compete provisions, and also
including but not limited to the reporting of any New Products
and Ideas conceived or made by me as covered by the Agreement.
2. I do not have in my possession, nor have I taken with me or
failed to return, any records, plans, information, drawings,
designs, documents, manuals, formulae, statistics,
correspondence, client and vendor lists, specifications,
blueprints, reproductions, sketches, notes, reports, proposals,
or other documents or materials, or copies of them, or any
equipment (including any laptops, computer equipment, wireless
telephone, pagers and/or other computer or communication devices
provided to you by Cerner), credit cards or other property
belonging to Cerner or its Clients or Vendors. I have returned
to Cerner (or will return within 10 calendar days or earlier if
requested by Cerner) all material and information compiled or
received by me during the term of such employment. I have
returned (or will return within 10 calendar days or earlier if
requested by Cerner) all Confidential Information, as specified
by such Agreement, and all correspondence and other writings. I
have returned (or will return within 10 calendar days or earlier
if requested by Cerner) all keys and other means of access to
Cerner's premises.
3. I understand and agree that, with regard to all provisions of
this Agreement relating to non-disclosure, non-solicitation, and
confidentiality of information, such provisions shall not cease
as of this termination but shall continue in full force and
effect in perpetuity or as otherwise indicated within this
Agreement. In compliance with the Agreement, I shall continue to
preserve as confidential all Confidential Information as defined
in the Agreement.
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Associate
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Date
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Termination Date
Cerner Corporation
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By
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Title
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ATTACHMENT IV
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SALES ASSOCIATE AND CERNER CONSULTING PROVISIONS
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The following provisions are incorporated into this Employment Agreement for all
associates who are responsible for sales activities related to Cerner products
and certain associates in the Cerner Consulting group.
Should my employment by Cerner Corporation terminate for any reason, I
understand and agree that:
1. Cerner reserves the right to offset any advances made to me
against commissions or other amounts which I owe to Cerner,
against available but unpaid salary, commissions payable,
accrued vacation, expense reimbursement, or any other forms of
compensation or reimbursement which may be owed to me. Any such
offsets will be clearly documented by Cerner before they are
processed. In addition, I agree that I will pay to Cerner the
amount of any remaining balance owed to Cerner Corporation after
the foregoing deductions, within 30 days of the end of my
employment.
2. Any commissions to which I might otherwise be entitled will be
payable to me only if the associated contract for products or
services has been completed and fully executed by both parties,
and if all deposit monies related to such contract have been
paid in full by the client and received by Cerner prior to my
last date of employment, in accordance with the terms of my
Cerner Performance Plan. Cerner will not unreasonably delay or
withhold execution of such contracts for the purpose of avoiding
a commission payment to me, if it would otherwise be due.
3. Commissions, bonuses or other incentive-based compensation which
may have accrued but are not payable as of my termination date
because of the payment schedule defined for such compensation in
the related Cerner Performance Plan will be paid to me according
to the provisions of such Plan and my Employment Agreement. Such
payment will be subject to the offsets described in item 1 above
and will apply only to items otherwise payable within one year
following my termination date.
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Associate
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Date
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Termination Date
Cerner Corporation
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By
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Title
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