Common use of Non-Change in Control Clause in Contracts

Non-Change in Control. Except in the circumstances described below in subsection (ii), the Executive shall, upon a termination of employment pursuant to Section 6(d), be paid periodically, according to the Company’s payroll policy, her Regular Base Salary at the rate in effect on the Section 6(d) Termination Date for the Severance Period (as defined below); provided that, if the Executive is a “specified employee” within the meaning of Code Section 409A, on the Section 6(d) Termination Date, the sum of such amount that is paid within the first six (6) months following the Section 6(d) Termination Date shall not exceed two (2) times the lesser of: (A) the maximum dollar amount that may be taken into account under a tax-qualified retirement plan pursuant to Code Section 401(a)(17) for the year in which the Executive was terminated (for example, during 2009: $245,000 x 2 = $490,000); or (B) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services to the Company for the Executive’s taxable year prior to the taxable year in which the termination occurs (adjusted for any increase during the year that was expected to continue indefinitely if the Executive had not terminated employment). The payments under this Section 8(b)(i) that are made during the first six (6) months following the Executive’s Section 6(d) Termination Date are intended to constitute a “separation pay plan due to involuntary termination of service” under Treasury Regulation Section 1.409A-1(b)(9)(iii). In the event the Executive’s separation pay is limited by application of this Section 8(b)(i), the Company shall make any additional true-up payments in accordance with Section 9 of this Agreement. Unless delayed under this Section 8(b)(i), any Regular Base Salary amounts due under this Section 8(b)(i) shall be paid no later than the end of the calendar year to which such salary amounts relate (determined by dividing the Executive’s annual Regular Base Salary by twelve (12)) and allocating such salary to each month following the Executive’s Section 6(d) Termination Date.

Non-Change in Control. Except in the circumstances described below in subsection (ii), the Executive shall, upon a termination of employment pursuant to Section 6(d), be paid periodically, according to the Company’s payroll policy, her his Regular Base Salary at the rate in effect on the Section 6(d) Termination Date for the Severance Period (as defined below); provided that, if the Executive is a “specified employee” within the meaning of Code Section 409A, on the Section 6(d) Termination Date, the sum of such amount that is paid within the first six (6) months following the Section 6(d) Termination Date shall not exceed two (2) times the lesser of: (A) the maximum dollar amount that may be taken into account under a tax-qualified retirement plan pursuant to Code Section 401(a)(17) for the year in which the Executive was terminated (for example, during 2009: $245,000 x 2 = $490,000); or (B) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services to the Company for the Executive’s taxable year prior to the taxable year in which the termination occurs (adjusted for any increase during the year that was expected to continue indefinitely if the Executive had not terminated employment). The payments under this Section 8(b)(i) that are made during the first six (6) months following the Executive’s Section 6(d) Termination Date are intended to constitute a “separation pay plan due to involuntary termination of service” under Treasury Regulation Section 1.409A-1(b)(9)(iii). In the event the Executive’s separation pay is limited by application of this Section 8(b)(i), the Company shall make any additional true-up payments in accordance with Section 9 of this Agreement. Unless delayed under this Section 8(b)(i), any Regular Base Salary amounts due under this Section 8(b)(i) shall be paid no later than the end of the calendar year to which such salary amounts relate (determined by dividing the Executive’s annual Regular Base Salary by twelve (12)) and allocating such salary to each month following the Executive’s Section 6(d) Termination Date.

Non-Change in Control. Except in the circumstances described below in subsection (ii), the Executive shall, upon a termination of employment pursuant to Section 6(d), be paid periodically, according to the Company’s payroll policy, her his Regular Base Salary at the rate in effect on the Section 6(d) Termination Date for the Severance Period (as defined below); provided that, if the Executive is a “specified employee” within the meaning of Code Section 409A, on the Section 6(d) Termination Date, the sum of such amount that is paid within the first six (6) months following the Section 6(d) Termination Date shall not exceed two (2) times the lesser of: (A) the maximum dollar amount that may be taken into account under a tax-qualified retirement plan pursuant to Code Section 401(a)(17) for the year in which the Executive was terminated (for example, during 20092008: $245,000 230,000 x 2 = $490,000460,000); or (B) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services to the Company for the Executive’s taxable year prior to the taxable year in which the termination occurs (adjusted for any increase during the year that was expected to continue indefinitely if the Executive had not terminated employment). The payments under this Section 8(b)(i) that are made during the first six (6) months following the Executive’s Section 6(d) Termination Date are intended to constitute a “separation pay plan due to involuntary termination of service” under Treasury Regulation Section 1.409A-1(b)(9)(iii). In the event the Executive’s separation pay is limited by application of this Section 8(b)(i), the Company shall make any additional true-up payments in accordance with Section 9 of this Agreement. Unless delayed under this Section 8(b)(i), any Regular Base Salary amounts due under this Section 8(b)(i) shall be paid no later than the end of the calendar year to which such salary amounts relate (determined by dividing the Executive’s annual Regular Base Salary by twelve (12)) and allocating such salary to each month following the Executive’s Section 6(d) Termination Date.

Non-Change in Control. Except in the circumstances described below in subsection (ii), the Executive shall, upon a termination of employment pursuant to Section 6(d), be paid periodically, according to the Company’s payroll policy, her his Regular Base Salary at the rate in effect on the Section 6(d) Termination Date for the Severance Period (as defined below); provided that, if the Executive is a “specified employee” within the meaning of Code Section 409A, on the Section 6(d) Termination Date, the sum of such amount that is paid within the first six (6) months following the Section 6(d) Termination Date shall not exceed two (2) times the lesser of: (A) the maximum dollar amount that may be taken into account under a tax-qualified retirement plan pursuant to Code Section 401(a)(17) for the year in which the Executive was terminated (for example, during 20092010: $245,000 x 2 = $490,000); or (B) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services to the Company for the Executive’s taxable year prior to the taxable year in which the termination occurs (adjusted for any increase during the year that was expected to continue indefinitely if the Executive had not terminated employment). The payments under this Section 8(b)(i) that are made during the first six (6) months following the Executive’s Section 6(d) Termination Date are intended to constitute a “separation pay plan due to involuntary termination of service” under Treasury Regulation Section 1.409A-1(b)(9)(iii). In the event the Executive’s separation pay is limited by application of this Section 8(b)(i), the Company shall make any additional true-up payments in accordance with Section 9 of this Agreement. Unless delayed under this Section 8(b)(i), any Regular Base Salary amounts due under this Section 8(b)(i) shall be paid no later than the end of the calendar year to which such salary amounts relate (determined by dividing the Executive’s annual Regular Base Salary by twelve (12)) and allocating such salary to each month following the Executive’s Section 6(d) Termination Date.

Non-Change in Control. Except in If Cerner terminates your employment (which for purposes of this entire Agreement, shall have the circumstances described below in subsection (ii), same meaning as a "separation from service" under Section 409A of the Executive shall, upon a termination of employment pursuant to Section 6(d), be paid periodically, according to the Company’s payroll policy, her Regular Base Salary at the rate in effect on the Section 6(dCode) Termination Date for the Severance Period without Cause (as defined below); provided thatherein) prior to a change in control, if the Executive is a “specified employee” Cerner will pay you, commencing within the meaning 30 days of Code Section 409Ayour termination of employment, on the Section 6(d) Termination Date, severance pay equal to the sum of such amount that is paid within (i) two (2) year's base salary (based on your annual base salary at the first six time of the termination), plus (6ii) months following the Section 6(d) Termination Date shall not exceed two (2) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination of your employment, less normal tax and payroll deductions. Such severance pay will be payable pro rata during the two (2) year severance term on Cerner' s regular paydays. Also, in the event Cerner terminates your employment without Cause, (i) for two (2) 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 two (2) year period following the date of your termination had you not been terminated without Cause, shall immediately vest. a. Notwithstanding the above, if 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 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 total amount to be paid to you during the six-month period immediately following your termination of employment which does not exceed two times the lesser of:of (A) or (B) below, shall be paid pro rata during such six month period on Cerner's regular paydays. (A) the maximum dollar amount that may be taken into account under a tax-qualified retirement plan pursuant to Code Section 401(a)(17) for the year in which the Executive was terminated (for example, during 2009: $245,000 x 2 = $490,000); or (B) the The sum of the Executive’s your annualized compensation based upon the annual rate of pay for services provided to the Company Cerner for the Executive’s Cerner's taxable year prior to preceding the taxable year in which the termination occurs you terminate employment with Cerner (adjusted for any increase during the that prior year that was expected to continue indefinitely if the Executive you had not terminated employment). ; or (B) The payments maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the 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 (B) above shall be set aside in a separate bank account by Cerner, and such amounts shall not be accessible by Cerner for any reason other than performance under this Section 8(b)(i) that are made during Agreement, however such amounts would still be subject to Cerner creditors, until the first day after six (6) months following the Executive’s Section 6(d) Termination Date are intended to constitute a “separation pay plan due to involuntary your termination of service” under Treasury Regulation Section 1.409A-1(b)(9)(iii). In the event the Executive’s separation pay is limited by application of this Section 8(b)(i)employment, the Company shall make any additional true-up payments in accordance with Section 9 of this Agreement. Unless at which time all delayed under this Section 8(b)(i), any Regular Base Salary amounts due under this Section 8(b)(i) shall be paid no later than in a lump sum. (III) All amounts to be paid after the end of the calendar year to which such salary amounts relate (determined by dividing the Executive’s annual Regular Base Salary by twelve (12)) and allocating such salary to each six-month period immediately following the Executive’s Section 6(d) Termination Dateyour termination shall be paid pro-rata on Cerner' s regular paydays as set forth above in Paragraph 1(E)1.