December 20, 2021 Dear David:
Exhibit (e)(22)
December 20, 2021
Dear Xxxxx:
As you know, Cerner Corporation (the “Company”) is considering entering into that certain Agreement and Plan of Merger, by and among the Company, OC Acquisition LLC, a Delaware limited liability company (“Parent”), Cedar Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent, and Oracle Corporation (the “Merger Agreement”), which contemplates, among other things, the acquisition of the Company by Parent (the “Transaction”). Reference is made to the Cerner Executive Employment Agreement, executed as of August 16, 2021, by and between you and the Company (the “Executive Employment Agreement”).
As an inducement for Oracle Corporation and Parent to enter into the Merger Agreement, subject to and effective upon the Closing (as defined in the Merger Agreement), you hereby agree to waive any right to voluntarily terminate your employment following a Constructive Termination or for Good Reason, in each case, pursuant to clause (1) of the applicable defined term as set forth on Appendix A of the Executive Employment Agreement at any time from and after the Acceptance Time (as defined in the Merger Agreement) (the “Waiver Period”).
If (i) your employment is terminated other than on account of an Ineligible Severance Event (as defined in the Executive Employment Agreement) by the Company, Parent or any parent, subsidiary or affiliate of the Company or Parent (collectively, the “Company Group”) from and after the Effective Time (as defined in the Merger Agreement) but prior to the twelve (12) month anniversary of the Effective Time, (ii) you voluntarily terminate your employment following a Constructive Termination or for Good Reason other than due to clause (1) of the applicable defined term, or (iii) you remain continuously employed with the Company Group through the twelve (12) month anniversary of the Effective Time (the first to occur of (i), (ii) and (iii) referred to as the “Payment Trigger”), subject to your execution of a release of claims in favor of the Company Group in a form substantially similar to the form attached to the Executive Employment Agreement (the “Release”) and such Release becoming effective within 52 days following the occurrence of the Payment Trigger, you will receive the following benefits (“Benefits”):
| 1. | Your Accrued Amounts (as defined in the Executive Employment Agreement); |
| 2. | Cash severance in the amount of $4,500,000 payable in a lump sum payment no later than sixty (60) days following the occurrence of the Payment Trigger; and |
| 3. | The equity acceleration benefit pursuant to the terms set forth in Section 3.B.4 of the Executive Employment Agreement with such equity acceleration benefit effective as of the occurrence of the Payment Trigger. |
| 4. | In connection with a termination of employment pursuant to clause (i) or (ii) in the paragraph above, the COBRA continuation premiums payments, payable pursuant to the terms set forth in Section 3.B.3 of the Executive Employment Agreement. |
For the avoidance of doubt, other than the Benefits outlined herein, and subject to Section 18 of the Executive Employment Agreement, following the earlier to occur of your termination of employment with the Company Group following the Effective Time and the twelve (12) month anniversary of the Effective Time, you will have no continuing rights or entitlements, and no member of the Company Group will have any obligations to you with respect to severance payments and/or benefits under Section 3 of the Executive Employment Agreement.
This letter agreement is governed by the laws of the State of Missouri and will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns as of the date it is executed. In the event that the Merger Agreement is terminated without a closing of the Transaction, this letter agreement shall automatically terminate without the requirement of any action by any of the parties hereto and shall be null and void ab initio and of no further force or effect.
Except as expressly set forth herein, the Executive Employment Agreement will continue in full force and effect without any amendment of the terms or conditions therein.
This letter agreement may be executed in one or more counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement.
[Signature Page Follows]
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| Sincerely, |
| Cerner Corporation |
| By: /s/ Xxxxxx X. Xxxxxx |
| Name: Xxxxxx X. Xxxxxx |
| Title: EVP, Chief Legal Officer & Secretary |
| Dated: January 15, 2022 |
Acknowledged and agreed
/s/ Xxxxx Xxxxxxxx
