Common use of Non-Change in Control Clause in Contracts

Non-Change in Control. Termination by Cerner for other than an Ineligible Severance Event or Resignation following Constructive Termination. Subject to you satisfying your obligations under Paragraph 2.C.3. (Severance Agreement and Release), if, prior to a Change in Control or at any time after twelve (12) months following a Change in Control, (i) Cerner terminates your employment other than in connection with an Ineligible Severance Event or (ii) you resign from employment following a Constructive Termination, Cerner will within sixty (60) days (or later if required by Code Section 409A) of your termination of employment: a. Pay you your Accrued Amounts; and b. Commence severance payments to you equal to the sum of (i) two (2) year’s base salary (based on your annual base salary at the time of your termination), plus (ii) two (2) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination of your employment, less (iii) normal tax and payroll deductions. Such severance pay will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays; and c. Commence payments to you having an aggregate value equal to twenty-four (24) times the difference between the monthly COBRA continuation premium cost to cover you and your dependents (to the extent covered under Cerner's health, vision and dental the plans on the date of your termination of employment) under Cerner's health, vision and dental plans in effect as of the date of your termination and the monthly amount you were paying for such coverage at the effective date of your termination. Such payments will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays. Notwithstanding the foregoing, if Cerner making payments under this Paragraph 2.C.1.c would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or result in the imposition of penalties under the Affordable Care Act, the parties agree to reform this Paragraph 2.C.1.c in a manner as is necessary to comply with the Affordable Care Act; and d. With respect to outstanding equity awards: i. Fully vest all outstanding unvested stock options or stock appreciation rights granted by Cerner to you and still held by you and all other outstanding equity-based compensation awards that are not intended to qualify as performance-based compensation under Code Section 162(m)(4)(C); provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Code Section 409A ("Section 409A") shall remain in effect; and ii. Cause all outstanding equity-based compensation awards that are intended to constitute performance-based compensation under Code Section 162(m)(4)(C) (excluding stock options and stock appreciation rights which will fully vest in accordance with Paragraph 2.C.1.d.i) to remain outstanding and vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied.

Non-Change in Control. Termination by Cerner for other than an Ineligible Severance Event or Resignation following Constructive Termination. Subject to you satisfying your obligations under Paragraph 2.C.3. (Severance Agreement and Release), if, prior to a Change in Control or at any time after twelve (12) months following a Change in Control, (i) Cerner terminates your employment other than in connection with an Ineligible Severance Event or (ii) you resign from employment following a Constructive Termination, Cerner will within sixty (60) days (or later if required by Code Section 409A) of your termination of employment: a. Pay you your Accrued Amounts; and b. Commence severance payments to you equal to the sum of (i) two (2) year’s base salary (based on your annual base salary at the time of your termination), plus (ii) two (2) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination of your employment, less (iii) normal tax and payroll deductions. Such severance pay will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays; and c. Commence payments to you having an aggregate value equal to twenty-four (24) times the difference between the monthly COBRA continuation premium cost to cover you and your dependents (to the extent covered under Cerner's health, vision and dental the plans on the date of your termination of employment) under Cerner's health, vision and dental plans in effect as of the date of your termination and the monthly amount you were paying for such coverage at the effective date of your termination. Such payments will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays. Notwithstanding the foregoing, if Cerner making payments under this Paragraph 2.C.1.c would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or result in the imposition of penalties under the Affordable Care Act, the parties agree to reform this Paragraph 2.C.1.c in a manner as is necessary to comply with the Affordable Care Act; and d. With respect to outstanding equity awards: i. Fully , fully vest all outstanding unvested stock options and, if applicable pay or stock appreciation rights deliver immediately, or a later date in conformity with Code Section 409A, any shares or other property relating to any equity incentive awards granted by Cerner to you and still held by you and all other outstanding equity-based compensation awards that are not intended to qualify as under any Cerner equity incentive plans after June 1, 2005. For purposes of this Paragraph 2.C.1.d, any performance-based compensation under Code Section 162(m)(4)(C); provided that, any delays in the settlement award shall become vested or payment settled assuming an "at-target" level of such awards that are set forth in the applicable award agreement and that are required under Code Section 409A ("Section 409A") shall remain in effect; and ii. Cause all outstanding equity-based compensation awards that are intended to constitute performance-based compensation under Code Section 162(m)(4)(C) (excluding stock options and stock appreciation rights which will fully vest in accordance with Paragraph 2.C.1.d.i) to remain outstanding and vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfiedgoal achievement had been attained.

Non-Change in Control. Termination by Cerner for other than an Ineligible Severance Event or Resignation following Constructive Termination. Subject to you satisfying your obligations under Paragraph 2.C.3. (Severance Agreement and Release), if, prior to a Change in Control or at any time after twelve (12) months following a Change in Control, (i) Cerner terminates your employment other than in connection with an Ineligible Severance Event or (ii) you resign from employment following a Constructive Termination, Cerner will within sixty (60) days (or later if required by Code Section 409A) of your termination of employment: a. Pay you your Accrued Amounts; and b. Commence severance payments to you equal to the sum of (i) two one and one-half (21.5) year’s base salary (based on your annual base salary at the time of your termination), plus (ii) two one and one-half (21.5) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination of your employment, less (iii) normal tax and payroll deductions. Such severance pay will be payable pro rata during the twenty-four eighteen (2418) month severance term on Cerner’s regular paydays; and c. Commence payments to you having an aggregate value equal to twenty-four eighteen (2418) times the difference between the monthly COBRA continuation premium cost to cover you and your dependents (to the extent covered under Cerner's ’s health, vision and dental the plans on the date of your termination of employment) under Cerner's ’s health, vision and dental plans in effect as of the date of your termination and the monthly amount you were paying for such coverage at the effective date of your termination. Such payments will be payable pro rata during the twenty-four eighteen (2418) month severance term on Cerner’s regular paydays. Notwithstanding the foregoing, if Cerner making payments under this Paragraph 2.C.1.c would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or result in the imposition of penalties under the Affordable Care Act, the parties agree to reform this Paragraph 2.C.1.c in a manner as is necessary to comply with the Affordable Care Act; and d. With respect to outstanding equity awards: i. Fully , fully vest all outstanding unvested stock options and, if applicable pay or stock appreciation rights deliver immediately, or a later date in conformity with Code Section 409A, any shares or other property relating to any equity incentive awards granted by Cerner to you and still held by you and all other outstanding equity-based compensation awards that are not intended to qualify as under any Cerner equity incentive plans after June 1, 2005. For purposes of this Paragraph 2.C.l.d, any performance-based compensation under Code Section 162(m)(4)(C); provided that, any delays in the settlement award shall become vested or payment settled assuming an “at-target” level of such awards that are set forth in the applicable award agreement and that are required under Code Section 409A ("Section 409A") shall remain in effect; and ii. Cause all outstanding equity-based compensation awards that are intended to constitute performance-based compensation under Code Section 162(m)(4)(C) (excluding stock options and stock appreciation rights which will fully vest in accordance with Paragraph 2.C.1.d.i) to remain outstanding and vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfiedgoal achievement had been attained.

Non-Change in Control. Termination by Cerner for other than an Ineligible Severance Event or Resignation following Constructive Termination. Subject to you satisfying your obligations under Paragraph 2.C.39.B.3. (Severance Agreement and Release), if, prior to a Change in Control or at any time after twelve (12) months following a Change in Control, (i) Cerner terminates your employment other than in connection with an Ineligible Severance Event or (ii) you resign from employment following a Constructive Termination, Cerner will within sixty (60) days (or later if required by Code Section 409A) of your termination of employment: a. Pay you your Accrued Amounts; and b. Commence severance payments to you equal to the sum of (i) two (2) year’s base salary (based on your annual base salary at the time of your termination), plus (ii) two (2) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination of your employment, less (iii) normal tax and payroll deductions. Such severance pay will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays; and c. Commence payments to you having an aggregate value equal to twenty-four (24) times the difference between the monthly COBRA continuation premium cost to cover you and your dependents (to the extent covered under Cerner's health, vision and dental the plans on the date of your termination of employment) under Cerner's health, vision and dental plans in effect as of the date of your termination and the monthly amount you were paying for such coverage at the effective date of your termination. Such payments will be payable pro rata during the twenty-four (24) month severance term on Cerner’s regular paydays. Notwithstanding the foregoing, if Cerner making payments under this Paragraph 2.C.1.c 9.B.1.c would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or result in the imposition of penalties under the Affordable Care Act, the parties agree to reform this Paragraph 2.C.1.c 9.B.1.c in a manner as is necessary to comply with the Affordable Care Act; and d. With respect to outstanding equity awards: i. Fully vest all outstanding unvested stock options or stock appreciation rights granted by Cerner to you and still held by you and all other outstanding equity-based compensation awards that are not intended to qualify as performance-based compensation under Code Section 162(m)(4)(C); provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Code Section 409A ("Section 409A") shall remain in effect; and ii. Cause all outstanding equity-based compensation awards that are intended to constitute performance-based compensation under Code Section 162(m)(4)(C) (excluding stock options and stock appreciation rights which will fully vest in accordance with Paragraph 2.C.1.d.i9.B.1.d.i) to remain outstanding and vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied.

Non-Change in Control. Termination by Cerner for other than an Ineligible Severance Event or Resignation following Constructive Termination. Subject to you satisfying your obligations under Paragraph 2.C.3. (Severance Agreement and Release), if, prior to a Change in Control or at any time after twelve (12) months following a Change in Control, (i) If Cerner terminates your employment other than (which for purposes of this entire Agreement, shall have the same meaning as a “separation from service” under Section 409A of the Code) without Cause (as defined herein) prior to a change in connection with an Ineligible Severance Event or (ii) you resign from employment following a Constructive Terminationcontrol, Cerner will pay you, commencing within sixty (60) 30 days (or later if required by Code Section 409A) of your termination of employment: a. Pay you your Accrued Amounts; and b. Commence , severance payments to you pay equal to the sum of (i) two three (23) year’s years’ base salary (based on your annual base salary at the time of your the termination), plus (ii) two three (23) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination of your employment, less (iii) normal tax and payroll deductions. Such severance pay will be payable pro rata during the twenty-four three (243) month severance term on Cerner’s regular paydays; and c. Commence payments to you having an aggregate value equal to twenty-four (24) times the difference between the monthly COBRA continuation premium cost to cover you and your dependents (to the extent covered under Cerner's health, vision and dental the plans on the date of your termination of employment) under Cerner's health, vision and dental plans in effect as of the date of your termination and the monthly amount you were paying for such coverage at the effective date of your termination. Such payments will be payable pro rata during the twenty-four (24) month year severance term on Cerner’s regular paydays. Also, in the event Cerner terminates your employment without Cause, (i) for three (3) years following your termination without Cause, Cerner shall arrange to provide you with health, vision and dental insurance benefits that are substantially similar to the benefits provided to you by Cerner immediately prior to the termination of your employment and (ii) all of the equity incentive awards granted to you under any Cerner equity incentive plans after the date hereof that would have vested based on the passage of time during the three (3) year period following the date of your termination had you not been terminated without Cause, shall immediately vest. a. Notwithstanding the foregoingabove, if Cerner making payments you are “specified employee” (as defined in section 409A(a)(2)(B)(i) of the Code) (a “Specified Employee”) at the time you become eligible to be paid any amounts under this Paragraph 2.C.1.c would violate 1(E)1 as a result of Cerner terminating your employment without Cause prior to a Change in Control, such payment(s) shall be made as follows: (I) That portion of the nondiscrimination rules applicable total amount to nonbe paid to you during the six-grandfathered plans month period immediately following your termination of employment which does not exceed two times the lesser of (A) or (B) below, shall be paid pro rata during such six month period on Cerner’s regular paydays. (A) The sum of your annualized compensation based upon the annual rate of pay for services provided to Cerner for Cerner’s taxable year preceding the taxable year in Executive’s Initials which you terminate employment with Cerner (adjusted for any increase during that prior year that was expected to continue indefinitely if you had not terminated employment); or (B) The maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Affordable Care Act Code for the year of your termination of employment. (II) That portion of the total amount to be paid to you during the six-month period immediately following your termination of employment which exceeds two times the lesser of (A) or result in the imposition of penalties under the Affordable Care Act, the parties agree to reform this Paragraph 2.C.1.c (B) above shall be set aside in a manner as is necessary to comply with the Affordable Care Act; and d. With respect to outstanding equity awards: i. Fully vest all outstanding unvested stock options or stock appreciation rights granted separate bank account by Cerner, and such amounts shall not be accessible by Cerner for any reason other than performance under this Agreement, however such amounts would still be subject to you and still held by you and Cerner creditors, until the first day after six months following your termination of employment, at which time all other outstanding equitydelayed amounts shall be paid in a lump sum. (III) All amounts to be paid after the six-based compensation awards that are not intended to qualify month period immediately following your termination shall be paid pro-rata on Cerner’s regular paydays as performance-based compensation under Code Section 162(m)(4)(C); provided that, any delays in the settlement or payment of such awards that are set forth above in the applicable award agreement and that are required under Code Section 409A ("Section 409A") shall remain in effect; and ii. Cause all outstanding equity-based compensation awards that are intended to constitute performance-based compensation under Code Section 162(m)(4)(C) (excluding stock options and stock appreciation rights which will fully vest in accordance with Paragraph 2.C.1.d.i) to remain outstanding and vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied1(E)1.