CERNER CORPORATION 2001
LONG-TERM INCENTIVE PLAN F NONQUALIFIED STOCK OPTION GRANT
CERTIFICATE
(Continued from the “Front” of this Grant
Certificate)
The Plan F Stock Option Committee (the “Committee”) of
Cerner Corporation (the “Company”) has determined that
the Optionee is eligible to receive an option to purchase shares of
common stock of the Company under the Company’s 2001
Long-Term Incentive Plan F (the “Plan”), as so
indicated on the Front, and the Committee authorizes and directs
the grant of such an option to Optionee pursuant to the following
terms and conditions.
1. Grant of Option .
Pursuant to the authorization of the Committee, and subject to the
terms, conditions and provisions contained in this Grant
Certificate, the Company hereby grants to the Optionee an option
(the “Option”) to purchase from the Company all or any
part of an aggregate number of shares of Company common stock
designated as “Option Shares” on the other side hereof
(“Front”) at a price per share equal to the Exercise
Price on the Front.
The effective date written on the Front shall be deemed to be the
Granting Date of this Option.
2. 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 Grant Certificate.
3. Term of Option .
The Optionee may purchase all or any portion of the Option Shares
subject to each tranche listed in the Vesting Schedule on the Front
hereof at any time on or after the Exercise Dates listed therein
and before the Expiration Date (or any earlier termination date).
This Option shall expire with respect to all Option Shares ten
(10) years from the Granting Date (the “Expiration
Date”), unless it shall be terminated at an earlier date in
accordance with this Grant Certificate.
This Option shall expire with respect to all unvested Option Shares
immediately upon termination of the Optionee’s employment
with the Company or any of its subsidiaries.
This Option shall expire as to all vested but unexercised Option
Shares ninety (90) calendar days after termination of the
Optionee’s employment with the Company or any of its
subsidiaries, except that in the event such employment is
terminated: (a) by reason of the Optionee’s retirement
(pursuant to the Company’s then current employment
practices), death or disability, then the Optionee, or
Optionee’s estate, shall have twelve (12) months
following such termination date to exercise this Option as to the
number of Option Shares vested and exercisable on such termination
date, or (b) for cause, including without limitation,
Optionee’s dishonesty, illegal conduct or breach of the
Company’s policies (“Cause”), the Option shall
terminate with respect to all vested but unexercised Option Shares
immediately upon such termination.
In the event Optionee has assigned this Option, once vested, to
First Hand Foundation, a Missouri nonprofit corporation, then such
Option shall expire two (2) years from the date of the
assignment. In the event of a “Change of Control” as
defined in the Plan: (i) 50% of Optionee’s outstanding
Option Shares that have not yet vested shall immediately vest (such
50% shall be comprised of 50% of each tranche of
