Common use of Vesting and Forfeiture Clause in Contracts

Vesting and Forfeiture. The Sponsor agrees that, as of immediately following the Closing, 500,000 shares of the Acquiror Common Stock beneficially owned by the Sponsor immediately following the Closing (collectively, the “Sponsor Earn-Out Shares”) shall be subject to the vesting and forfeiture provisions set forth in this Section 4. For the avoidance of doubt, any Acquiror Common Stock beneficially owned by any individual other than the Sponsor (or any of its permitted transferees) and any Acquiror Common Stock beneficially owned by the Sponsor (or any such permitted transferees), other than the Sponsor Earn-Out Shares described in the foregoing sentence, shall not be subject to vesting or forfeiture. The Sponsor agrees that it shall not, and shall cause its Affiliates not to, Transfer (other than to an Affiliate) any unvested Sponsor Earn-Out Shares held by the Sponsor prior to the date such Sponsor Earn-Out Shares become vested pursuant to Section 4(a). The Sponsor and Acquiror agree that notwithstanding anything to the contrary in the Sponsor Escrow Agreement, the Sponsor Earn-Out Shares shall not be released from escrow upon the expiration of any Escrow Period (as defined in the Sponsor Escrow Agreement) and instead the Escrow Agent shall be directed to hold the Sponsor Earn-Out Shares in escrow in accordance with the terms of the Sponsor Escrow Agreement until the applicable portion of such Sponsor Earn-Out Shares have vested in accordance with Section 4(a), in which case such Sponsor Earn-Out Shares shall be released to or as directed by the Sponsor (so long as the applicable Escrow Period under the Sponsor Escrow Agreement has expired as of such time). In the case of any Sponsor Earn-Out Shares that do not vest and are subject to forfeiture pursuant to Section 4(b), the Escrow Agent shall release such forfeited Sponsor Earn-Out Shares to Acquiror for cancellation.

Vesting and Forfeiture. The Sponsor agrees thatExcept as otherwise provided in the Plan, as of immediately following this Agreement or any employment agreement between Participant and the Closing, 500,000 shares of the Acquiror Common Stock beneficially owned by the Sponsor immediately following the Closing Company (collectivelyor any subsidiary thereof), the “Sponsor Earn-Out Shares”) Aggregate RSU Consideration subject to this Award shall be distributed, become transferable and shall cease to be subject to forfeiture (“Vest”) upon the vesting and forfeiture provisions achievement of the objective performance goals set forth in this Section 4. For the avoidance Notice of doubtGrant of Award, any Acquiror Common Stock beneficially owned by any individual other than subject to the Sponsor restrictions set forth in the Notice of Grant of Award (the “Vest Date”) provided Participant remains an employee (“associate”), consultant or advisor of the Company (or any subsidiary thereof) from the Grant Date through the Vest Date. This Grant will expire, in part or in whole as applicable, if achievement of its permitted transferees) and any Acquiror Common Stock beneficially owned the objective performance goals as set forth in the Notice of Grant of Award is not completed by the Sponsor Vest Date. Should Participant’s employment or engagement terminate, for any reason, then all Aggregate RSU Consideration that has not Vested as of such date of termination shall immediately terminate and shall be forfeited to the Company. Notwithstanding anything to the contrary, in the event of a “Change of Control” as defined in the Plan: any Aggregate RSU Consideration that has not yet Vested shall continue to Vest according to the current vesting schedule and terms of this Award, but should Participant’s employment or engagement be terminated by the Company (or or, any such permitted transfereessubsidiary thereof), other than the Sponsor Earn-Out Shares described in the foregoing sentencefor Cause, shall not be subject to vesting or forfeiture. The Sponsor agrees that it shall not, and shall cause its Affiliates not to, Transfer (other than to an Affiliate) any unvested Sponsor Earn-Out Shares held by the Sponsor prior to the date such Sponsor Earn-Out Shares become vested pursuant to Section 4(a). The Sponsor and Acquiror agree that notwithstanding anything to the contrary in the Sponsor Escrow Agreement, the Sponsor Earn-Out Shares shall not be released from escrow upon the expiration of any Escrow Period should Participant resign for Good Reason (as defined in the Sponsor Escrow Agreement) and instead the Escrow Agent shall be directed to hold the Sponsor Earn-Out Shares in escrow in accordance Participant’s employment agreement with the terms of Company (or, any subsidiary thereof) or in the Sponsor Escrow Agreement until the applicable portion of such Sponsor Earn-Out Shares have vested in accordance with Section 4(aCompany’s then current Enhanced Severance Pay Plan), within twelve (12) months following the date the Change in which case Control becomes effective, all such Sponsor Earnremaining Aggregate RSU Consideration shall Vest immediately. If the foregoing sentence is triggered, any performance-Out Shares based Award shall be released become Vested or settled assuming an "at-target" level of goal achievement had been attained. Notwithstanding the foregoing, and except to the extent any contrary or as directed by overriding term would result in a violation of Code Section 409A, to the Sponsor extent that (so long as i) the applicable Escrow Period under employment agreement between Participant and the Sponsor Escrow Agreement has expired as Company (or any subsidiary thereof) contains terms and conditions relating to the Vesting or forfeiture of equity awards, including the RSUs, and (ii) a provision in such time). In the case of employment agreement directly conflicts with any Sponsor Earn-Out Shares that do not vest and are subject to forfeiture pursuant to provision in this Section 4(b)5, the Escrow Agent terms and conditions set forth in such employment agreement shall release such forfeited Sponsor Earn-Out Shares to Acquiror for cancellationsupersede and control.

Vesting and Forfeiture. The Sponsor agrees thatExcept as otherwise provided in the Plan, as of immediately following this Agreement or any employment agreement between Participant and the Closing, 500,000 shares of the Acquiror Common Stock beneficially owned by the Sponsor immediately following the Closing Company (collectivelyor any subsidiary thereof), the “Sponsor Earn-Out Shares”) Aggregate RSU Consideration subject to this Award shall be distributed, become transferable and shall cease to be subject to forfeiture (“Vest”) upon the vesting and forfeiture provisions achievement of the objective performance goals set forth in this Section 4. For the avoidance Notice of doubtGrant of Award, any Acquiror Common Stock beneficially owned by any individual other than subject to the Sponsor restrictions set forth in the Notice of Grant of Award (the “Vest Date”) provided Participant remains an employee (“associate”), consultant or advisor of the Company (or any subsidiary thereof) from the Grant Date through the Vest Date. This Grant will expire, in part or in whole as applicable, if achievement of its permitted transferees) and any Acquiror Common Stock beneficially owned the objective performance goals as set forth in the Notice of Grant of Award is not completed by the Sponsor Vest Date. Should Participant’s employment or engagement terminate, for any reason, then all Aggregate RSU Consideration that has not Vested as of such date of termination shall immediately terminate and shall be forfeited to the Company. Notwithstanding anything to the contrary, in the event of a “Change of Control” as defined in the Plan: (i) the applicable performance goals with respect to any performance period that has not completed as of the Change of Control will be deemed achieved at the greater of “at-target” levels or levels based on actual achievement of pro-rated performance goals through the closing of the Change of Control, and this Award will then remain subject to vesting based on continued employment or engagement through the Vest Date and (ii) should Participant’s employment or engagement be terminated by the Company (or any such permitted transfereesaffiliate thereof), other than the Sponsor Earn-Out Shares described in the foregoing sentencefor Cause, shall not be subject to vesting or forfeiture. The Sponsor agrees that it shall not, and shall cause its Affiliates not to, Transfer (other than to an Affiliate) any unvested Sponsor Earn-Out Shares held by the Sponsor prior to the date such Sponsor Earn-Out Shares become vested pursuant to Section 4(a). The Sponsor and Acquiror agree that notwithstanding anything to the contrary in the Sponsor Escrow Agreement, the Sponsor Earn-Out Shares shall not be released from escrow upon the expiration of any Escrow Period should Participant resign for Good Reason (as defined in Participant’s employment agreement with the Sponsor Escrow Company (or any affiliate thereof) or in the Company’s then current Cerner Associate Severance Pay Plan), within twelve (12) months following the Grant Date, such portion of the Aggregate RSU Consideration as is equal to the Prorated Aggregate RSU Consideration shall Vest immediately upon such termination and the remaining Aggregate RSU Consideration shall terminate. For purposes of this Agreement) and instead , the Escrow Agent “Prorated Aggregate RSU Consideration” shall be directed equal to hold (i) the Sponsor Earnnumber of unvested RSUs (and the corresponding dividend equivalents) scheduled to vest on the Vest Date (after taking into account the extent to which performance was achieved or deemed achieved as of the closing of the Change of Control), multiplied by (ii) a fraction (A) the numerator of which is the number of calendar days that have elapsed from the Grant Date through and including Participant’s termination date, and (B) the denominator of which is 1,096, such that the Prorated Aggregate RSU Consideration shall be equal to the Aggregate RSU Consideration that would have Vested on the Vest Date immediately following the termination date, but pro-Out Shares in escrow in accordance rated to reflect the period of time employed between the Grant Date and the Vest Date. If the employment or executive severance or similar agreement between Participant and the Company (or any subsidiary thereof) contains terms relating to accelerated Vesting of equity awards, including RSUs, that conflict with the terms of the Sponsor Escrow Agreement until the applicable portion of such Sponsor Earn-Out Shares have vested in accordance with Section 4(a), in which case such Sponsor Earn-Out Shares shall be released to or as directed by the Sponsor (so long as the applicable Escrow Period under the Sponsor Escrow Agreement has expired as of such time). In the case of any Sponsor Earn-Out Shares that do not vest and are subject to forfeiture pursuant to Section 4(b)this award, the Escrow Agent shall release such forfeited Sponsor Earn-Out Shares to Acquiror terms of this award control and no accelerated Vesting of equity awards will occur for cancellationthe equity granted in this award.

Vesting and Forfeiture. The Sponsor agrees thatExcept as otherwise provided in the Plan, as of immediately following this Agreement or any employment agreement between Participant and the Closing, 500,000 shares of the Acquiror Common Stock beneficially owned by the Sponsor immediately following the Closing Company (collectivelyor any subsidiary thereof), the “Sponsor Earn-Out Shares”) Aggregate RSU Consideration subject to this Award shall be distributed, become transferable and shall cease to be subject to forfeiture (“Vest”) on the vesting date(s) and forfeiture provisions in the amounts set forth in this Section 4. For the avoidance Notice of doubtGrant of Award (the “Vest Date”) provided Participant remains an employee (“associate”), any Acquiror Common Stock beneficially owned by any individual other than consultant or advisor of the Sponsor Company (or any subsidiary thereof) from the Grant Date through the Vest Date as defined in the Notice of its permitted transferees) and any Acquiror Common Stock beneficially owned by the Sponsor Grant of Award. This Grant will expire, in part or in whole as applicable, if Participant’s employment or other service relationship with Company (or any subsidiary thereof) ends before the Vest Date for any reason (other than on account of death or disability within period described below). In the event of the death or disability of Participant within the ninety (90) day period immediately preceding the Vest Date, and assuming Participant continuously served as an associate, consultant or advisor through the date of such permitted transfereesdeath or disability, then the Aggregate RSU Consideration with respect to the RSUs scheduled to Vest on such Vest Date shall Vest on the date of such death or disability; otherwise the Award shall immediately terminate with respect to any then unvested RSUs and the remaining Aggregate RSU Consideration shall be forfeited to the Company upon such death or disability. In the event such Participant is terminated or resigns, then any unvested portion of the Award and unvested Aggregate RSU Consideration shall immediately terminate and shall be forfeited to the Company. Notwithstanding anything to the contrary, in the event of a “Change of Control” as defined in the Plan, any Aggregate RSU Consideration that has not yet Vested shall continue to Vest according to the current vesting schedule and terms of this Award, but should Participant’s employment or engagement be terminated by the Company (or any affiliate thereof), other than the Sponsor Earn-Out Shares described in the foregoing sentencefor Cause, shall not be subject to vesting or forfeiture. The Sponsor agrees that it shall not, and shall cause its Affiliates not to, Transfer (other than to an Affiliate) any unvested Sponsor Earn-Out Shares held by the Sponsor prior to the date such Sponsor Earn-Out Shares become vested pursuant to Section 4(a). The Sponsor and Acquiror agree that notwithstanding anything to the contrary in the Sponsor Escrow Agreement, the Sponsor Earn-Out Shares shall not be released from escrow upon the expiration of any Escrow Period should Participant resign for Good Reason (as defined in Participant’s employment agreement with the Sponsor Escrow Company (or any affiliate thereof) or in the Company’s then current Enhanced Severance Pay Plan), prior to the first Vest Date, such portion of the remaining Aggregate RSU Consideration as is equal to the Prorated Aggregate RSU Consideration shall Vest immediately upon such termination and the remaining Aggregate RSU Consideration shall terminate. For purposes of this Agreement) and instead , the Escrow Agent “Prorated Aggregate RSU Consideration” shall be directed equal to hold (i) the Sponsor Earnnumber of unvested RSUs (and the corresponding dividend equivalents) scheduled to vest on the Vest Date immediately following the termination date, multiplied by (ii) a fraction (A) the numerator of which is the number of calendar days that have elapsed from the Grant Date through and including Participant’s termination date, and (B) the denominator of which is 365, such that the Prorated Aggregate RSU Consideration shall be equal to the Aggregate RSU Consideration that would have Vested on the Vest Date immediately following the termination date, but pro-Out Shares in escrow in accordance rated to reflect the period of time employed between the Grant Date and the Vest Date following the termination date. If the employment agreement between Participant and the Company (or any subsidiary thereof) contains terms relating to accelerated Vesting of equity awards, including RSUs, that conflict with the terms of the Sponsor Escrow Agreement until the applicable portion of such Sponsor Earn-Out Shares have vested in accordance with Section 4(a), in which case such Sponsor Earn-Out Shares shall be released to or as directed by the Sponsor (so long as the applicable Escrow Period under the Sponsor Escrow Agreement has expired as of such time). In the case of any Sponsor Earn-Out Shares that do not vest and are subject to forfeiture pursuant to Section 4(b)this award, the Escrow Agent shall release such forfeited Sponsor Earn-Out Shares to Acquiror terms of this award control and no accelerated Vesting of equity awards will occur for cancellationthe equity granted in this award.

Vesting and Forfeiture. The Sponsor agrees that, Except as of immediately following otherwise provided in the Closing, 500,000 shares of the Acquiror Common Stock beneficially owned by the Sponsor immediately following the Closing (collectivelyPlan or this Agreement, the “Sponsor Earn-Out Shares”) Aggregate Restricted Shares subject to this Award shall be distributed, become transferable and shall cease to be subject to forfeiture (“Vest”) on the vesting and forfeiture provisions date set forth in this Section 4. For the avoidance Notice of doubt, any Acquiror Common Grant of Restricted Stock beneficially owned by any individual other than (the Sponsor “Vest Date”) provided Participant has continuously served as a member of the Board of Directors (or any the “Board”) of its permitted transferees) and any Acquiror Common Stock beneficially owned by the Sponsor (or any such permitted transferees), other than Company from the Sponsor Earn-Out Shares described Grant Date through the Vest Date set forth in the foregoing sentence, shall not be subject to vesting Notice of Grant of Restricted Stock or forfeituresuch earlier date of the election of directors at the Company’s regularly scheduled Annual Shareholders’ Meeting for such Vest Date year. The Sponsor agrees that it shall not, and shall cause its Affiliates not to, Transfer In the event of the death or disability (other than to an Affiliatepreventing further Board service) any unvested Sponsor Earn-Out Shares held by the Sponsor of Participant prior to the Vest Date, and assuming Participant continuously served as a Director on the Board through the date of such Sponsor Earn-Out death or disability, then the Aggregate Restricted Shares become vested shall Vest on the Vest Date if the Vest Date occurs within ninety (90) days of such death or disability; otherwise the Aggregate Restricted Shares shall immediately terminate and be forfeited to the Company upon such death or disability. In the event such Participant is removed from the Board for cause, pursuant to Section 4(a). The Sponsor the Company’s Bylaws, or resigns from the Board, then all Aggregate Restricted Shares that have not Vested as of such date shall immediately terminate and Acquiror agree that notwithstanding anything shall be forfeited to the contrary in Company. Within the Sponsor Escrow Agreement90-day period following a Vest Date, the Sponsor Earn-Out Shares shall not be released from escrow upon the expiration of any Escrow Period (as defined in the Sponsor Escrow Agreement) and instead the Escrow Agent shall be directed to hold the Sponsor Earn-Out Shares all accrued dividends or other distributions held in escrow in accordance with the terms of the Sponsor Escrow Agreement until the applicable portion of such Sponsor Earn-Out Section 3 and relating to any Shares have vested in accordance with Section 4(a), in which case such Sponsor Earn-Out Shares vesting shall be released paid or delivered to or as directed by the Sponsor (so long as the applicable Escrow Period under the Sponsor Escrow Agreement has expired as of such time)Participant. In the case event of any Sponsor Earn-Out a “Change of Control” as defined in the Plan, all restrictions upon the Aggregate Restricted Shares that do not vest shall lapse, and are subject to forfeiture pursuant to Section 4(b), the Escrow Agent all such shares shall release immediately Vest upon such forfeited Sponsor Earn-Out Shares to Acquiror for cancellationChange of Control.

Vesting and Forfeiture. The Sponsor agrees thatSo long as the Employee continues to be employed by the Company or its Subsidiaries, the Restricted Stock shall become 100% vested and non-forfeitable upon the earliest to occur of (i) the third anniversary of the Grant Date (the “Vesting Date”), (ii) the Employee ceasing to be employed due to Employee's death or Disability, or (iii) the occurrence of a Change in Control other than any Change in Control arising out of the transactions contemplated by the Merger Agreement, dated as of December 4, 2011, among Entergy Corporation, Mid South TransCo LLC, the Company and Ibis Transaction Subsidiary LLC (the “Merger Agreement”). The Committee has irrevocably determined not to, and shall not (and shall not permit the Board to), exercise any right it may have under the Plan, including without limitation under such Section 9.2(c), to determine that the Restricted Stock shall not become immediately following the Closing, 500,000 shares of the Acquiror Common Stock beneficially owned 100% vested upon a Change in Control other than any Change in Control in connection with any transaction contemplated by the Sponsor immediately following the Closing (collectively, the “Sponsor Earn-Out Shares”) shall be subject to the vesting and forfeiture provisions set forth in this Section 4Merger Agreement. For the avoidance of doubt, the parties agree that, notwithstanding any Acquiror other provision herein to the contrary, neither the timing of vesting or payment nor the number of shares of Common Stock beneficially owned subject to the Restricted Stock Award shall be affected by the transactions contemplated by the Merger Agreement. If Employee's employment is terminated for any individual reason other than Employee's death, Disability or Retirement prior to the Sponsor (Vesting Date or any a Change in Control, Employee's right to shares of Common Stock subject to the Restricted Stock Award that are not yet vested automatically shall terminate and be forfeited by Employee unless the Committee, in the exercise of its permitted transferees) and any Acquiror Common authority under the Plan, modifies the Vesting Date in connection with such termination. If Employee's employment is terminated due to Employee's Retirement prior to the Vesting Date or a Change in Control, the Restricted Stock beneficially owned by shall become vested in increments of 33 1/3% of such shares in respect of each one year anniversary of the Sponsor (or any such permitted transferees), other than the Sponsor Earn-Out Shares described in the foregoing sentence, shall not be subject to vesting or forfeiture. The Sponsor agrees that it shall not, and shall cause its Affiliates not to, Transfer (other than to an Affiliate) any unvested Sponsor Earn-Out Shares held by the Sponsor date of this Agreement prior to the date such Sponsor Earn-Out Shares become vested pursuant to Section 4(a). The Sponsor and Acquiror agree that notwithstanding anything to the contrary in the Sponsor Escrow Agreement, the Sponsor Earn-Out Shares shall not be released from escrow upon the expiration of any Escrow Period (as defined in the Sponsor Escrow Agreement) and instead the Escrow Agent shall be directed to hold the Sponsor Earn-Out Shares in escrow in accordance with the terms of the Sponsor Escrow Agreement until the applicable portion of such Sponsor Earn-Out Shares have vested in accordance with Section 4(a), in which case such Sponsor Earn-Out Shares shall be released to or as directed by termination of employment and the Sponsor (so long as the applicable Escrow Period under the Sponsor Escrow Agreement has expired as of such time). In the case of any Sponsor Earn-Out Shares that do not vest and are subject to forfeiture pursuant to Section 4(b), the Escrow Agent shall release such forfeited Sponsor Earn-Out Shares to Acquiror for cancellation.remaining unvested

Vesting and Forfeiture. The Sponsor agrees thatExcept as otherwise provided in the Plan, as of immediately following this Agreement or any employment agreement between Participant and the Closing, 500,000 shares of the Acquiror Common Stock beneficially owned by the Sponsor immediately following the Closing Company (collectivelyor any subsidiary thereof), the “Sponsor Earn-Out Shares”) Aggregate RSU Consideration subject to this Award shall be distributed, become transferable and shall cease to be subject to forfeiture ("Vest") on the vesting date(s) and forfeiture provisions in the amounts set forth in this Section 4. For the avoidance Notice of doubtGrant of Award (the "Vest Date") provided Participant remains an employee ("associate"), any Acquiror Common Stock beneficially owned by any individual other than consultant or advisor of the Sponsor Company (or any subsidiary thereof) from the Grant Date through the Vest Date as defined in the Notice of its permitted transferees) and any Acquiror Common Stock beneficially owned by the Sponsor Grant of Award. This Grant will expire, in part or in whole as applicable, if Participant's employment or other service relationship with Company (or any subsidiary thereof) ends before the Vest Date for any reason (other than on account of death or disability within period described below). In the event of the death or disability of Participant within the ninety (90) day period immediately preceding the Vest Date, and assuming Participant continuously served as an associate, consultant or advisor through the date of such permitted transfereesdeath or disability, then the Aggregate RSU Consideration with respect to the RSUs scheduled to Vest on such Vest Date shall Vest on the date of such death or disability; otherwise the Award shall immediately terminate with respect to any then unvested RSUs and the remaining Aggregate RSU Consideration shall be forfeited to the Company upon such death or disability. In the event such Participant is terminated or resigns, then any unvested portion of the Award and unvested Aggregate RSU Consideration shall immediately terminate and shall be forfeited to the Company. Notwithstanding anything to the contrary, in the event of a "Change of Control" as defined in the Plan, any Aggregate RSU Consideration that has not yet Vested shall continue to Vest according to the current vesting schedule and terms of this Award, but should Participant’s employment or engagement be terminated by the Company (or any affiliate thereof), other than the Sponsor Earn-Out Shares described in the foregoing sentencefor Cause, shall not be subject to vesting or forfeiture. The Sponsor agrees that it shall not, and shall cause its Affiliates not to, Transfer (other than to an Affiliate) any unvested Sponsor Earn-Out Shares held by the Sponsor prior to the date such Sponsor Earn-Out Shares become vested pursuant to Section 4(a). The Sponsor and Acquiror agree that notwithstanding anything to the contrary in the Sponsor Escrow Agreement, the Sponsor Earn-Out Shares shall not be released from escrow upon the expiration of any Escrow Period should Participant resign for Good Reason (as defined in Participant's employment agreement with the Sponsor Escrow Company (or any affiliate thereof) or in the Company's then current Enhanced Severance Pay Plan), prior to the first Vest Date, such portion of the remaining Aggregate RSU Consideration as is equal to the Prorated Aggregate RSU Consideration shall Vest immediately upon such termination and the remaining Aggregate RSU Consideration shall terminate. For purposes of this Agreement) and instead , the Escrow Agent "Prorated Aggregate RSU Consideration" shall be directed equal to hold (i) the Sponsor Earnnumber of unvested RSUs (and the corresponding dividend equivalents) scheduled to vest on the Vest Date immediately following the termination date, multiplied by (ii) a fraction (A) the numerator of which is the number of calendar days that have elapsed from the Grant Date through and including Participant’s termination date, and (B) the denominator of which is 365, such that the Prorated Aggregate RSU Consideration shall be equal to the Aggregate RSU Consideration that would have Vested on the Vest Date immediately following the termination date, but pro-Out Shares in escrow in accordance rated to reflect the period of time employed between the Grant Date and the Vest Date following the termination date. If the employment agreement between Participant and the Company (or any subsidiary thereof) contains terms relating to accelerated Vesting of equity awards, including RSUs, that conflict with the terms of the Sponsor Escrow Agreement until the applicable portion of such Sponsor Earn-Out Shares have vested in accordance with Section 4(a), in which case such Sponsor Earn-Out Shares shall be released to or as directed by the Sponsor (so long as the applicable Escrow Period under the Sponsor Escrow Agreement has expired as of such time). In the case of any Sponsor Earn-Out Shares that do not vest and are subject to forfeiture pursuant to Section 4(b)this award, the Escrow Agent shall release such forfeited Sponsor Earn-Out Shares to Acquiror terms of this award control and no accelerated Vesting of equity awards will occur for cancellationthe equity granted in this award.

Vesting and Forfeiture. The Sponsor agrees that, as of immediately following the Closing, 500,000 shares As of the Acquiror Common Stock beneficially owned by Date of Grant, 100% of the Sponsor immediately following Option is unvested. Subject to the Closing Participant’s continuous full-time employment with, directorship with, or engagement to provide services to the Company and its Subsidiaries (collectively, such employment, directorship and/or provision of services, “Continuous Service”) on the applicable vesting date and further subject to any acceleration of vesting as set forth herein, (a) the unvested Option shall vest as to 25% of the underlying Option Shares on the date that is 12 months after the Vesting Start Date (as defined below); and (b) the remaining unvested Options shall vest as to 1/36th of the underlying Option Shares on each of the next 36 monthly anniversaries of the date that is 12 months after the Vesting Start Date, such that the Option shall be vested in its entirety on the date that is 48 months after the Vesting Start Date. For purposes of this Agreement, the “Sponsor Earn-Out Shares”) shall be subject to Vesting Start Date” is [INSERT VESTING COMMENCEMENT DATE]. If the vesting and forfeiture provisions set forth in this Section 4. For the avoidance of doubt, Participant’s Continuous Service terminates for any Acquiror Common Stock beneficially owned by any individual other than the Sponsor reason [(or any of its permitted transferees) and any Acquiror Common Stock beneficially owned by the Sponsor (or any such permitted transferees), other than the Sponsor Earn-Out Shares except as described in the foregoing sentenceproviso to this sentence)]3, the Participant shall not be subject to vesting or forfeiture. The Sponsor agrees that it shall notforfeit all right, title, and shall cause its Affiliates not to, Transfer (other than interest in and to an Affiliate) any unvested Sponsor Earn-Out Shares held portion of the Option as of the date of such termination, and such unvested portion of the Option shall be cancelled without further consideration or any act or action by the Sponsor prior to the date such Sponsor Earn-Out Shares become vested pursuant to Section 4(a). The Sponsor and Acquiror agree Participant [; except that notwithstanding anything to the contrary in the Sponsor Escrow Agreement, event a Change in Control of the Sponsor Earn-Out Shares shall not be released from escrow upon the expiration of any Escrow Period (Company as defined in the Sponsor Escrow AgreementPlan occurs (1) and instead after the Escrow Agent shall be directed to hold the Sponsor EarnParticipant has successfully completed six months of Active full-Out Shares in escrow in accordance time employment with the terms Company (or its Subsidiaries), and (2) the Participant’s employment with the Company (or its Subsidiaries) is terminated by the Company (or its Subsidiaries) without cause within twelve months after the Change in Control, that portion of the Sponsor Escrow Agreement until Award which would, but for the applicable Participant’s termination, have vested within the 12 months following the termination will vest immediately on the date of termination]4. In addition, the Participant shall forfeit all right, title, and interest in and to any outstanding portion of the Option that has vested upon the earliest to occur of the following circumstances: (x) immediately upon termination of Participant’s Continuous Service if such Sponsor Earntermination is for Cause; or (y) following termination of the Participant’s Continuous Service if the Participant breaches any of Participant’s post-Out Shares have vested termination covenants in accordance any agreement between the Participant and the Company (or its Subsidiaries). If the Participant’s Continuous Service is terminated involuntarily, the Participant’s Continuous Service immediately ceases and vesting immediately ceases on the date that the Participant is provided with Section 4(a), notice of termination. Vesting will not continue even if the Participant continues to receive compensatory payments or pay in which case such Sponsor Earn-Out Shares shall be released to lieu of working notice from the Company or as directed its Subsidiaries. If the Participant’s Continuous Service is terminated voluntarily by the Sponsor (so long Participant delivering a notice of resignation, the Participant’s Continuous Service ceases and vesting immediately ceases on the date specified in such resignation notice as the applicable Escrow Period under last day of work of the Sponsor Escrow Agreement has expired as of such time). In the case of any Sponsor Earn-Out Shares that do not vest and are subject to forfeiture pursuant to Section 4(b), the Escrow Agent shall release such forfeited Sponsor Earn-Out Shares to Acquiror for cancellationParticipant.

Vesting and Forfeiture. The Sponsor agrees thatExcept as otherwise provided in the Plan, as of immediately following this Agreement or any employment agreement between Participant and the Closing, 500,000 shares of the Acquiror Common Stock beneficially owned by the Sponsor immediately following the Closing Company (collectivelyor any subsidiary thereof), the “Sponsor Earn-Out Shares”) Aggregate RSU Consideration subject to this Award shall be distributed, become transferable and shall cease to be subject to forfeiture ("Vest") upon the vesting and forfeiture provisions achievement of the objective performance goals set forth in this Section 4. For the avoidance Notice of doubtGrant of Award, any Acquiror Common Stock beneficially owned by any individual other than subject to the Sponsor restrictions set forth in the Notice of Grant of Award (the "Vest Date") provided Participant remains an employee ("associate"), consultant or advisor of the Company (or any subsidiary thereof) from the Grant Date through the Vest Date. This Grant will expire, in part or in whole as applicable, if achievement of its permitted transferees) and any Acquiror Common Stock beneficially owned the objective performance goals as set forth in the Notice of Grant of Award is not completed by the Sponsor Vest Date. Should Participant's employment or engagement terminate, for any reason, then all Aggregate RSU Consideration that has not Vested as of such date of termination shall immediately terminate and shall be forfeited to the Company. Notwithstanding anything to the contrary, in the event of a "Change of Control" as defined in the Plan: (i) the applicable performance goals with respect to any performance period that has not completed as of the Change of Control will be deemed achieved at the greater of "at-target" levels or levels based on actual achievement of pro-rated performance goals through the closing of the Change of Control, and this Award will then remain subject to vesting based on continued employment or engagement through the Vest Date and (ii) should Participant’s employment or engagement be terminated by the Company (or any such permitted transfereesaffiliate thereof), other than the Sponsor Earn-Out Shares described in the foregoing sentencefor Cause, shall not be subject to vesting or forfeiture. The Sponsor agrees that it shall not, and shall cause its Affiliates not to, Transfer (other than to an Affiliate) any unvested Sponsor Earn-Out Shares held by the Sponsor prior to the date such Sponsor Earn-Out Shares become vested pursuant to Section 4(a). The Sponsor and Acquiror agree that notwithstanding anything to the contrary in the Sponsor Escrow Agreement, the Sponsor Earn-Out Shares shall not be released from escrow upon the expiration of any Escrow Period should Participant resign for Good Reason (as defined in Participant’s employment agreement with the Sponsor Escrow Company (or any affiliate thereof) or in the Company’s then current Cerner Associate Severance Pay Plan), within twelve (12) months following the Grant Date, such portion of the Aggregate RSU Consideration as is equal to the Prorated Aggregate RSU Consideration shall Vest immediately upon such termination and the remaining Aggregate RSU Consideration shall terminate. For purposes of this Agreement) and instead , the Escrow Agent "Prorated Aggregate RSU Consideration" shall be directed equal to hold (i) the Sponsor Earnnumber of unvested RSUs (and the corresponding dividend equivalents) scheduled to vest on the Vest Date (after taking into account the extent to which performance was achieved or deemed achieved as of the closing of the Change of Control), multiplied by (ii) a fraction (A) the numerator of which is the number of calendar days that have elapsed from the Grant Date through and including Participant’s termination date, and (B) the denominator of which is 1,096, such that the Prorated Aggregate RSU Consideration shall be equal to the Aggregate RSU Consideration that would have Vested on the Vest Date immediately following the termination date, but pro-Out Shares in escrow in accordance rated to reflect the period of time employed between the Grant Date and the Vest Date. If the employment or executive severance or similar agreement between Participant and the Company (or any subsidiary thereof) contains terms relating to accelerated Vesting of equity awards, including RSUs, that conflict with the terms of the Sponsor Escrow Agreement until the applicable portion of such Sponsor Earn-Out Shares have vested in accordance with Section 4(a), in which case such Sponsor Earn-Out Shares shall be released to or as directed by the Sponsor (so long as the applicable Escrow Period under the Sponsor Escrow Agreement has expired as of such time). In the case of any Sponsor Earn-Out Shares that do not vest and are subject to forfeiture pursuant to Section 4(b)this award, the Escrow Agent shall release such forfeited Sponsor Earn-Out Shares to Acquiror terms of this award control and no accelerated Vesting of equity awards will occur for cancellationthe equity granted in this award.