CERNER CORPORATION 2001
LONG-TERM INCENTIVE PLAN F DIRECTOR RESTRICTED STOCK AGREEMENT
Exhibit 10(x)
(Continued from the "Front" of this Notice of Grant document)
WHEREAS, the Compensation Committee (the "Committee") of the Board of Directors
of Cerner Corporation ("the Company") has determined that ____________[name]
(the "Participant") is eligible to receive a Restricted Stock Grant under the
Company's 2001 Long-Term Incentive Plan F (the "Plan"), as so indicated on the
Front;
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained and other good and valuable consideration, the parties hereto do
hereby agree as follows:
1. INCORPORATION OF THE PLAN. A copy of the Plan is incorporated herein by
reference and all the terms, conditions and provisions contained therein shall
be deemed to be contained in this Agreement.
2. RESTRICTED STOCK GRANT. Pursuant to the authorization of the Committee, and
subject to the terms, conditions and provisions contained in this Agreement, the
Company hereby grants to the Participant a Restricted Stock Award (the "Award")
for the aggregate number of shares of Company common stock (the "Shares") set
forth on the front or first page of this Agreement (the "Front"). The date of
grant of the Award (the "Grant Date") shall for all purposes be as set forth on
the Front.
3. RIGHTS AS A SHAREHOLDER. Commencing on the Grant Date, the Participant shall
have the right to receive dividends and other distributions (if any) with
respect to the Shares unless and until such shares are forfeited pursuant to
Section 5 hereof; provided, however, that a dividend or other distribution
(including, without limitation, a stock dividend or stock split), other than a
cash dividend or distribution, shall be delivered to the Company and shall be
subject to the same vesting schedule and other terms, conditions and
restrictions as the Shares with respect to which such dividend or other
distribution was made. In connection with the payment of such dividends or other
distributions, the Company may deduct any taxes or other amounts required by any
governmental authority to be withheld and paid over to such authority for the
account of the Participant. The Participant shall be entitled to retain cash
dividends and distributions received regardless of whether the Shares with
respect to which such dividends or distributions were made are subsequently
forfeited pursuant to Section 5 hereof. Participant shall have no right to vote
the Shares until such Shares are actually issued on the Vest Date.
Notwithstanding anything to the contrary, prior to the date on which the Shares
and any related property received under Section 3 hereof (the "Aggregate
Restricted Shares") Vest pursuant to Section 5, such Aggregate Restricted Shares
shall be subject to the restrictions on transferability contained in Section 6
hereof.
4. CUSTODY AND DELIVERY OF SHARES. Unless otherwise requested by Participant,
Aggregate Restricted Shares will be issued in street name on the Vest Date and
held in the Participant's account at Citigroup Global Markets Inc. d/b/a Xxxxx
Xxxxxx or other broker that the Company may choose (the "Broker"). Prior to the
Vest Date, the Grant of the Aggregate Restricted Shares will be recorded in the
Company's books and records. Company will reflect in its records the
restrictions under which the Aggregate Restricted Shares are held and will not
allow issuance or transfer of any Aggregate Restricted Shares prior to the date
on which such Aggregate Restricted Shares Vest pursuant to Section 5 below.
Share certificates representing Vested Aggregate Restricted Shares will be
issued only on or after the Vest Date and only if the requirements of vesting
set forth in Section 5 are met. The Company will pay all original issue or
transfer taxes and all fees and expenses incident to the delivery of any
Aggregate Restricted Shares hereunder.
5. VESTING AND FORFEITURE. Except as otherwise provided in the Plan or this
Agreement, the Aggregate Restricted Shares subject to this Award shall issue,
become transferable and shall cease to be subject to forfeiture ("Vest") on the
date set forth on the Front (the "Vest Date") provided Participant has
continuously served as a member of the Cerner Board of Directors (the "Board")
from the Grant Date through the Vest Date set forth on the Front. In the event
of the death or disability (preventing further Board service) of the Participant
prior to the Vest Date, and assuming the Participant continuously served as a
Director on the Board through the date of such death or disability, then the
Aggregate Restricted Shares 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 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 shall be forfeited to the Company. In the event of a
"Change of Control" as defined in the Plan, all restrictions upon the Aggregate
Restricted Shares shall lapse, and all such shares shall immediately Vest upon
such Change of Control.
6. NON-TRANSFERABILITY OF SHARES. Prior to the date on which Aggregate
Restricted Shares Vest pursuant to Section 5 hereof, such Aggregate Restricted
Shares may not be sold, transferred, assigned, pledged, hypothecated, encumbered
or otherwise disposed of (whether by operation of law or otherwise) or be
subject to execution, attachment or similar process. Any such attempted sale,
transfer, assignment, pledge, hypothecation or encumbrance, or other disposition
of such Aggregate Restricted Shares shall be null and void.
7. SECURITIES LAWS. Participant hereby represents and covenants that if in the
future the Participant decides to offer or dispose of any Aggregate Restricted
Shares or interest therein, the Participant will do so only in compliance with
this Agreement, the Securities Act of 1933, as amended, and all applicable state
securities laws. As a condition precedent to the delivery to Participant of the
Aggregate Restricted Shares, Participant shall comply with all regulations and
requirements of any regulatory authority having control or supervision over the
issuance of the Aggregate Restricted Shares and, in connection therewith, shall
execute any documents and make any representation and warranty to the Company
which the Committee shall in its sole discretion deem necessary or advisable.
8. TAXABLE INCOME. Participant may file an election for immediate Federal income
taxation pursuant to Section 83(b) of the Internal Revenue Code. In the event
that Participant makes an election pursuant to Section 83(b) of the Code,
Participant agrees to notify the Company thereof in writing within ten (10) days
after such election.
THE FEDERAL INCOME TAX CONSEQUENCES DESCRIBED ABOVE ARE FOR GENERAL INFORMATION
ONLY. EACH PARTICIPANT SHOULD CONSULT A TAX ADVISOR AS TO THE SPECIFIC FEDERAL
INCOME TAX CONSEQUENCES AND AS TO THE SPECIFIC CONSEQUENCES UNDER STATE, LOCAL
AND FOREIGN TAX LAWS.
9. NOTICES. Any notices or other communications required or allowed to be made
or given to the Company under the terms of this Agreement shall be addressed to
the Company in care of its President at its offices at 0000 Xxxxxxxxx Xxxxxxx,
Xxxxx Xxxxxx Xxxx, Xxxxxxxx 00000, and any notice to be given to the Participant
shall be addressed to the Participant at the address set forth on the Front.
Either party hereto may from time-to-time change the address to which notices
are to be sent to such party by giving written notice of such change to the
other party. Any notice hereunder shall be deemed to have been duly given five
(5) business days after registered and deposited, postage and registry fee
prepaid, in a post office regularly maintained by the United States government.
10. BINDING EFFECT AND ASSIGNMENT. This Agreement shall bind the parties hereto,
but shall not be assignable by Participant.
11. GOVERNING LAW. This Agreement shall be construed in accordance with the laws
of the State of Missouri.
This Agreement has been issued by the Company by its duly authorized
representatives and shall be effective as of the day and year written on the
Front.
