Promissory Note and Security Agreement - Cerner Corp. and Glenn Tobin
PROMISSORY NOTE
and SECURITY AGREEMENT
April 30, 1998 $100,000.00
For value received, the undersigned promises to pay to the
order of Cerner Corporation, a Delaware corporation ("Cerner")
the sum of One Hundred Thousand Dollars ($100,000.00), payable on
April 30, 2003, together with interest 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, if the undersigned's employment
with Cerner is terminated for any reason, whether by Cerner or by
the undersigned, this Promissory Note shall become immediately
due and payable in full, 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.
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/Glenn Tobin
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Glenn Tobin, Ph.D.
Address: 610 W. 56th St.
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Kansas City, MO 64113
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Signatory as to the grant of the security interest only:
/s/Nancy Beer Tobin
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Name:Nancy Beer Tobin
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