PROMISSORY NOTE
and SECURITY AGREEMENT
February 17, 2000 $75,000.00
For value received, the undersigned promises to pay to the
order of Cerner Corporation, a Delaware corporation ("Cerner")
the sum of Seventy-five Thousand Dollars ($75,000.00), payable as
follows:
Date Principal Repayment
---- -------------------
February 17, 2005 $75,000
This Promissory Note will not bear interest for the first two
(2) years. Beginning on February 17, 2002, interest will accrue
on the unpaid principal balance hereof at the rate of five
percent (5%) per annum and shall be payable annually on February
17, with the first interest payment due on February 17, 2003.
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 0000 Xxxxxxxxx Xxxxxxx, Xxxxxx Xxxx, Xxxxxxxx, 00000,
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, and without notice by Cerner to
the undersigned, the entire unpaid principal amount of this
Promissory Note (plus accrued interest, if any) shall become
immediately due and payable in full upon (i) the voluntary
termination of the undersigned's employment with Cerner or (ii)
Cerner's termination of the undersigned's employment due to the
undersigned's dishonesty, illegal conduct, breach of Cerner's
policy or breach of the undersigned's Cerner Associate Employment
Agreement, dated August 13, 1999. In the event of the
undersigned's involuntary termination of employment with Cerner
(other than for the undersigned's dishonesty, illegal conduct,
breach of Cerner's policy or breach of the undersigned's Cerner
Associate Employment Agreement, dated August 13,1999), the entire
remaining principal amount of this Promissory Note (plus accrued
interest, if any) will be due and payable one (1) year following
such involuntary termination, 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.
This Promissory Note is also secured by and subject to the
benefits of the second mortgage dated February 25, 2000, made by
the undersigned in favor of Cerner.
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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/Xxxx X. Xxxxxxx, III
____________________________
Xxxx X. Xxxxxxx, III
STATE OF MISSOURI )
) SS.
COUNTY OF CLAY )
On this 17th day of February, 2000 before me personally
appeared Xxxx X. Xxxxxxx, III, to me known to be the person
described in and who executed the foregoing instrument and
acknowledged that he executed the same as his free act and deed.
/s/Xxxxxx Xxxxx
___________________________
Notary Public
(NOTARIAL SEAL)
My commission expires:_________________________
XXXXXX XXXXX
Notary Public - Notary Seal
State of Missouri
Clay County
My Commission Expires May 4, 2002
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