Exhibit 10(w)
CERNER CORPORATION 2001
LONG-TERM INCENTIVE PLAN F NONQUALIFIED STOCK OPTION DIRECTOR AGREEMENT
(Continued from the "Front" of this certificate)
WITNESSETH: WHEREAS, the Plan F Stock Option Committee of the Board of Directors
of the Company (the "Committee") has determined that the Optionee is eligible to
receive an option to purchase shares of common stock of the Company under the
Company's 2001 Long-Term Incentive Plan F (the "Plan"); 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 of the terms, conditions and provisions contained therein
shall be deemed to be contained in this Agreement.
2. GRANT OF OPTION. 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 Optionee an option (the "Option") to purchase from the
Company all or any part of an aggregate number of shares of Company common stock
designated as "Option Shares" on the other side hereof ("Front") at a price per
share equal to the Exercise Price on the Front. The date written on the Front
shall be deemed to be the Granting Date of this Option.
3. TERM OF OPTION. The Optionee may purchase all or any portion of the shares
subject to each installment listed in the Vesting Schedule on the Front hereof
at any time on or after the Exercise Dates listed therein and before the
Expiration Date (or any earlier termination date).
This Option shall expire with respect to all shares of Company common stock
subject hereto ten (10) years from the Granting Date (the "Expiration Date"),
unless it shall be terminated at an earlier date in accordance with this
Agreement.
Except as specifically set forth below, this Option shall expire as to all
Option Shares that are not yet vested or which are vested but not yet exercised
as of the date ninety (90) calendar days after termination of the Optionee's
position as a Director on the Board of Directors of the Company (the "Board").
In the event such position is terminated by reason of the Optionee's death or
disability the Optionee, or Optionee's estate, shall have one (1) year following
such date of death or disability to exercise this Option as to the number of
Option shares vested and exercisable or becoming vested within ninety (90)
calendar days of such date of death or disability. In the event such Optionee is
removed from the Board for cause, pursuant to the Company's Bylaws, then all
vested and unvested Option shares shall expire immediately upon removal of
Optionee from the Board. In the event Optionee has assigned this Option, once
vested, to First Hand Foundation, a Missouri nonprofit corporation, then such
Option to purchase shall expire two (2) years from the date of the assignment.
In the event of (i) a dissolution or liquidation of the Company, (ii) a merger
or consolidation in which the Company is not the surviving corporation (other
than a merger or consolidation with a wholly-owned subsidiary, a
re-incorporation of the Company in a different jurisdiction, or other
transaction in which there is no substantial change in the stockholders of the
Company or their relative stock holdings and the Options granted under this
Agreement are assumed, converted or replaced by the successor corporation),
(iii) a merger in which the Company is the surviving corporation but after which
the stockholders of the Company immediately prior to such merger (other than any
stockholder that merges, or which owns or controls another corporation that
merges, with the Company in such merger) cease to own their shares or other
equity interest in the Company, (iv) the sale of substantially all of the assets
of the Company, or (v) the acquisition, sale, or transfer of more than 50% of
the outstanding shares of the Company by tender offer or similar transaction,
(i) through (v) being considered a "Change of Control"), the Options will become
exercisable in full immediately prior to the consummation of such transaction
(provided, however, that no acceleration shall occur if the Optionee is part of
the group that is attempting to initiate any of the transactions described in
this Paragraph 3)and shall expire on the Expiration Date.
4. EXERCISE OF OPTION. This Option may be exercised by Optionee delivering to
the Company a written notice of exercise along with a payment in the amount of
the Exercise Price for such shares plus the amount of any applicable federal,
state, or local taxes to be withheld and remitted by the Company in connection
with such exercise. The payment for the Exercise Price for the shares may be
made: (a) In cash, or (b) by delivery to the Company of that number of shares of
Cerner common stock having a fair market value on the date of exercise equal to
the sum of the exercise price of the options to be exercised, as long as the
shares delivered have been held by the Optionee for at least six (6) months.
Payment for any applicable federal, state, or local taxes must be made in cash.
5. INVESTMENT PURPOSE. By accepting this Option, the Optionee agrees that any
and all shares of stock purchased upon the exercise of this Option will be
purchased for investment purposes, and not with a view to any distribution
thereof, and that each notice of the exercise of any portion of this Option
shall be accompanied by a representation in writing signed by the Optionee (or
by the person or persons entitled to exercise the Option in the event of the
death of the Optionee) that the shares of stock are being purchased in good
faith for personal investment purposes, and not with a view to any distribution
thereof.
When a registration statement filed with the Securities and Exchange Commission
regarding the shares of common stock subject to this option agreement (the
"Registration Statement") becomes effective, the investment representation
contained in this section will no longer be applicable.
6. STOCK RESTRICTIONS. Until such time as the Registration Statement becomes
effective, the Optionee further agrees that: (a) Each stock certificate issued
pursuant to the exercise of the Option granted hereby shall bear a legend to the
effect that the shares represented thereby have not been registered under the
Securities Act of 1933, and may not be transferred except in accordance with the
provisions of this Agreement.
(b) The shares of the stock acquired upon the exercise of this Option may be
transferred, in whole or in part, only if in the opinion of counsel for the
Company such proposed transfer may be effected without registration under the
Securities Act of 1933 and appropriate state securities laws or such
registration has been effected. Prior to the transfer of any such shares the
holder thereof shall furnish the Company written notice of the intention to
effect such transfer, which notice shall include the manner and circumstances of
the proposed transfer and such other matters as the Company may request. The
Optionee shall promptly comply with any request by the Company for information
concerning any disposition by the Optionee of any shares acquired pursuant to
this Option which the Company may need in connection with an income tax return
or any other return or report which it may be required to file with any
governmental agency.
7. 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 Optionee
shall be addressed to the Optionee at the Optionee's addressset forth on the
Front of this Agreement. 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 business days after registered and deposited, postage and
registry fee prepaid, in a post office regularly maintained by the United States
Government.
8. BINDING EFFECT AND ASSIGNMENT. This Agreement shall bind the parties hereto
but shall not be assignable by Optionee without the express written consent of
Company, except that Optionee shall have the right to assign this Option, once
vested, to First Hand Foundation, a Missouri nonprofit corporation, anytime
during Optionee's service as a Director of the Company or within ninety (90)
days of Optionee's termination as a Director of the Company, provided the Option
has not terminated prior to such assignment. The Company will maintain records
of all stock option grants and exercises. In the event this Agreement and such
records do not agree, such records shall control.
9. GOVERNING LAW. This Agreement shall be construed in accordance with the laws
of the State of Missouri.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on the
Front by its officers hereunto duly authorized and its corporate seal to be
hereunto affixed, and the Optionee has hereunto set hand on the Front as of the
day and year written on the Front.
