RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of November 21, 1996 (the "Agreement"), between Cerner Corporation, a Delaware corporation (the "Company"), and UMB Bank, n.a., a national banking association as agent (the "Rights Agent"). W I T N E S S E T...Rights Agreement • December 2nd, 1996 • Cerner Corp /Mo/ • Services-computer integrated systems design • Delaware
INDEMNIFICATION AGREEMENT ------------------------- THIS AGREEMENT is made and entered into this 18th day of November, 1999, between Cerner Corporation, a Delaware corporation ("Corporation"), and Jeff Goldsmith ("Indemnitee"). WITNESSETH: WHEREAS,...Indemnification Agreement • March 29th, 2000 • Cerner Corp /Mo/ • Services-computer integrated systems design • Delaware
Exhibit 4(e) SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (the "Amendment") is made as of July 1, 2001, by and among CERNER CORPORATION, a Delaware corporation (the "Borrower"), and FIRSTAR BANK, N.A. OVERLAND PARK,...Credit Agreement • March 29th, 2002 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
CERNER CORPORATION CREDIT AGREEMENT Dated as of May 31, 2002 U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent and Lead Arranger LASALLE BANK NATIONAL ASSOCIATION, as Documentation Agent TABLE OF CONTENTSCredit Agreement • August 13th, 2002 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (the "Agreement") is made and entered into on this ______ day of _________________,_______, by and between ______________________________ (the "Pledgor"), and Cerner Corporation, a Delaware...Stock Pledge Agreement • April 26th, 1999 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
AMENDED AND RESTATED RIGHTS AGREEMENT CERNER CORPORATIONRights Agreement • March 31st, 1999 • Cerner Corp /Mo/ • Services-computer integrated systems design • Delaware
ARTICLE IShareholder Agreement • May 25th, 2000 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
CERNER CORPORATION CREDIT AGREEMENT Dated as of April 1, 1999 MERCANTILE BANK, as Agent TABLE OF CONTENTS RECITALS .............................................................1 SECTION 1. DEFINITIONS, ACCOUNTING MATTERS AND GENERAL RULES.........1...Credit Agreement • April 2nd, 1999 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
AGREEMENT AND PLAN OF MERGER dated as of May 15, 2000Agreement and Plan of Merger • May 25th, 2000 • Cerner Corp /Mo/ • Services-computer integrated systems design • Delaware
EXHIBIT 1Joint Filing Agreement • January 16th, 2002 • Cerner Corp /Mo/ • Services-computer integrated systems design
Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc. and Waddell & Reed Investment Management Company (the "Filing Persons"), hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as required by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of 1934. Each of the Filing Persons agrees that the information set forth in such Schedule 13G and any amendments thereto with respect to such Filing Person will be true, complete and correct as of the date of such Schedule 13G or such amendment, to the best of such Filing Person's knowledge and belief, after reasonable inquiry. Each of the Filing Persons makes no representations as to the accuracy or adequacy of the information set forth in the Schedule 13G or any ame
PROMISSORY NOTE and SECURITY AGREEMENTNote and Security Agreement • April 2nd, 1999 • Cerner Corp /Mo/ • Services-computer integrated systems design
This Promissory Note will not bear interest for the first five (5) years and eight (8) days. Beginning on July 1, 2003, interest will accrue on the unpaid principal balance hereof at the rate of three percent (3%) per annum. 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 2800 Rockcreek Parkway, Kansas City, Missouri, 64117, or at such other place within the State of Missouri as Cerner may designate in writing to the undersigned, in United States dollars.
PROMISSORY NOTE and SECURITY AGREEMENTPromissory Note and Security Agreement • March 29th, 2000 • Cerner Corp /Mo/ • Services-computer integrated systems design
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 2800 Rockcreek Parkway, Kansas City, Missouri, 64117, or at such other place within the State of Missouri as Cerner may designate in writing to the undersigned, in United States dollars.
Exhibit 4(f) THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement (the "Amendment") is made as of December 21, 2001, between CERNER CORPORATION, a Delaware corporation (the "Borrower"), and FIRSTAR BANK, N.A., formerly know as...Credit Agreement • March 29th, 2002 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
AGREEMENT AND PLAN OF MERGER dated as of December 20, 2021 among CERNER CORPORATION, OC ACQUISITION LLC, CEDAR ACQUISITION CORPORATION and ORACLE CORPORATIONAgreement and Plan of Merger • December 22nd, 2021 • CERNER Corp • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 20, 2021 among Cerner Corporation, a Delaware corporation (the “Company”), OC Acquisition LLC, a Delaware limited liability company (“Parent”), and Cedar Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Oracle Corporation, a Delaware corporation (“Ultimate Parent”), is a party solely with respect to the performance of its obligations set forth in ARTICLE 2, ARTICLE 3, ARTICLE 6, ARTICLE 7, Section 10.07, Section 10.08, Section 10.12 and Section 10.15.
EXHIBIT 4(F) SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (the "Amendment") is made as of April 30, 2003, by and among CERNER CORPORATION, a Delaware corporation (the "Borrower"); U.S. BANK NATIONAL ASSOCIATION, a...Credit Agreement • May 5th, 2003 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
Exhibit 10(u) CERNER ASSOCIATE EMPLOYMENT AGREEMENT This Cerner Associate Employment Agreement describes the formal employment relationship between Rick Smith and Cerner Corporation, a Delaware corporation. This Agreement is effective on the 18th day...Cerner Associate Employment Agreement • March 29th, 2002 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2010 • Cerner Corp /Mo/ • Services-computer integrated systems design • Delaware
THIS AGREEMENT is made and entered into this ___ day of ___, 20___, between Cerner Corporation, a Delaware corporation (“Corporation”), and [Director or Executive Officer Name] (“Indemnitee”).
CERNER EXECUTIVE SEVERANCE AGREEMENTCerner Executive Severance Agreement • September 11th, 2017 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
This Cerner Executive Severance Agreement (this "Executive Severance Agreement"), effective as of September 11, 2017 (the "Effective Date"), is a supplement to and amendment of the employment agreement dated September 30, 1996 between Zane M. Burke ("you"/"your") and Cerner Corporation, a Delaware corporation ("Cerner").
CERNER CORPORATION AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • October 29th, 2021 • CERNER Corp • Services-computer integrated systems design • Missouri
This Aircraft Time Sharing Agreement (the Agreement), is made and entered into this 1st day of October, 2021, by and between Cerner Corporation, with a principal address of 2800 Rock Creek Parkway, North Kansas City, Missouri 64117 (Operator), and David Feinberg, M.D. (User).
CERNER CORPORATION 2011 OMNIBUS EQUITY INCENTIVE PLAN – PERFORMANCE-BASED RSU AGREEMENTBased Rsu Agreement • October 29th, 2020 • CERNER Corp • Services-computer integrated systems design • Missouri
WHEREAS, the Compensation Committee of the Board of Directors or its duly appointed subcommittee or authorized delegatee (the “Committee”) of Cerner Corporation (“the Company”) has determined that Grantee (“Participant”) is eligible to receive a Performance-Based Restricted Stock Unit ("RSU") Grant under the Company’s 2011 Omnibus Equity Incentive Plan, as Amended & Restated May 22, 2015 (the “Plan”), as so indicated in the Notice of Grant of Award, which together with any RSU Award Agreement and this Performance Based RSU Agreement, constitutes the “Agreement”;
AMENDED & RESTATED CERNER EXECUTIVE EMPLOYMENT AGREEMENTCerner Executive Employment Agreement • February 27th, 2008 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
This Cerner Executive Employment Agreement, as amended and restated, describes the formal employment relationship between Neal L. Patterson (“you"/“your”) and Cerner Corporation, a Delaware corporation (“Cerner”). This amended and restated Agreement is effective on January 1, 2008.
CERNER CORPORATION £65,000,000 5.54% Senior Notes due November 1, 2015 NOTE PURCHASE AGREEMENT Dated as of November 1, 2005Note Purchase Agreement • November 7th, 2005 • Cerner Corp /Mo/ • Services-computer integrated systems design • Illinois
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • July 26th, 2013 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
This Second Amended and Restated Aircraft Time Sharing Agreement (the Agreement), is made and entered into this 24th day of July, 2013, by and between Cerner Corporation, with a principal address of 2800 Rockcreek Parkway, North Kansas City, Missouri 64117 (Operator), and Neal L. Patterson (User).
CERNER CORPORATION 2011 OMNIBUS EQUITY INCENTIVE PLAN - PERFORMANCE-BASED RSU AGREEMENTCerner Corporation 2011 Omnibus Equity Incentive • April 28th, 2017 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
WHEREAS, the Compensation Committee of the Board of Directors or its duly appointed subcommittee or authorized delegatee (the "Committee") of Cerner Corporation ("the Company") has determined that Grantee (the “Participant”) is eligible to receive a Performance-Based Restricted Stock Unit ("RSU") Grant under the Company’s 2011 Omnibus Equity Incentive Plan, as Amended & Restated May 22, 2015 (the "Plan"), as so indicated in the Notice of Grant, which together with this Performance Based RSU Agreement, constitutes the "Agreement";
EXHIBIT 10.2 INDEMNIFICATION AGREEMENT THIS AGREEMENT is made and entered into this 20th day of September, 2001, between Cerner Corporation, a Delaware corporation ("Corporation"), and Nancy-Ann DeParle ("Indemnitee"). WITNESSETH: WHEREAS, Indemnitee...Indemnification Agreement • November 13th, 2001 • Cerner Corp /Mo/ • Services-computer integrated systems design • Delaware
EXHIBIT 4(d) FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement (the "Amendment") is made as of July 22, 2002, by and among CERNER CORPORATION, a Delaware corporation (the "Borrower"); U.S. BANK NATIONAL ASSOCIATION, a...Credit Agreement • March 12th, 2003 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
CERNER CORPORATION AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • February 9th, 2007 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
This Time Sharing Agreement (the Agreement), is made and entered into this 7th day of February, 2007, by and between Cerner Corporation, with a principal address of 2800 Rockcreek Parkway, North Kansas City, Missouri 64117 (Operator), and Clifford W. Illig (User).
October 8, 2020Master Note Agreement • October 9th, 2020 • CERNER Corp • Services-computer integrated systems design • New York
CERNER CORPORATION, a Delaware corporation (the “Company”), agrees with each Investor Group Representative, and each Purchaser as follows:
CERNER CORPORATION 2011 OMNIBUS EQUITY INCENTIVE PLAN - PERFORMANCE-BASED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 26th, 2019 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
WHEREAS, the Compensation Committee of the Board of Directors or its duly appointed subcommittee or authorized delegatee (the “Committee”) of Cerner Corporation (the “Company”) has determined that Grantee (“Participant”) is eligible to receive a Performance-Based Restricted Stock Grant under the Company’s 2011 Omnibus Equity Incentive Plan, as amended, supplemented, restated or otherwise modified (the “Plan”), as so indicated in the Notice of Grant Award and Award Agreement, which together with this Performance Based Restricted Stock Agreement, constitutes the “Agreement”;
CERNER CORPORATION FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 30, 2021 U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, Joint Lead Arranger, and Joint Bookrunner BANK OF AMERICA, N.A. and PNC CAPITAL MARKETS LLC, as...Credit Agreement • January 4th, 2022 • CERNER Corp • Services-computer integrated systems design • Missouri
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (as the same may be amended, renewed, restated, replaced, consolidated or otherwise modified from time to time, the “Agreement”) is made as of December 30, 2021, by and among CERNER CORPORATION, a Delaware corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, COMMERCE BANK, a Missouri banking corporation, BANK OF AMERICA, N.A., a national banking association, PNC BANK, NATIONAL ASSOCIATION, a national banking association, and each other lender from time to time identified as having a Commitment on Exhibit A hereto and who becomes a party hereto (each a “Bank” and, collectively, the “Banks”); BANK OF AMERICA, N.A. and PNC CAPITAL MARKETS LLC, as joint bookrunners, joint lead arrangers (in such capacity, each, a “Joint Lead Arranger”) and joint Documentation Agents (in such capacity, each, a “Documentation Agent” and collectively “Documentation Agents”); and U.S. BANK NATIONAL ASSOCIATION, as agent
CERNER CORPORATION 2011 OMNIBUS EQUITY INCENTIVE PLAN – PERFORMANCE-BASED RSU AGREEMENTBased Rsu Agreement • May 3rd, 2022 • CERNER Corp • Services-computer integrated systems design • Missouri
WHEREAS, the Compensation Committee of the Board of Directors or its duly appointed subcommittee or authorized delegatee (the "Committee") of Cerner Corporation ("the Company") has determined that Grantee ("Participant") is eligible to receive a Performance-Based Restricted Stock Unit ("RSU") Grant under the Company’s 2011 Omnibus Equity Incentive Plan, as amended, supplemented, restated or otherwise modified (the "Plan"), as so indicated in the Notice of Grant of Award, which together with the RSU Award Agreement and this Performance Based RSU Agreement, constitutes the "Agreement";
CERNER EXECUTIVE SEVERANCE AGREEMENTCerner Executive Severance Agreement • September 11th, 2017 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
This Cerner Executive Severance Agreement (this “Executive Severance Agreement”), effective as of September 11, 2017 (the “Effective Date”), is a supplement to and amendment of the employment agreement dated October 30, 1989 between Jeffrey A. Townsend (“you”/“your”) and Cerner Corporation, a Delaware corporation (“Cerner”).
SEPARATION AGREEMENTSeparation Agreement • October 26th, 2018 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
This Separation Agreement (“Separation Agreement”), is made by and between Cerner Corporation (together with its subsidiaries and affiliates, “Cerner”) and Zane M. Burke (“you” or “your”) (together, the “parties”).
ORACLE® AMENDMENT NO. 1 TO CONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERSCERNER Corp • January 19th, 2022 • Services-computer integrated systems design
This Amendment No. 1 (“Amendment”) to the Confidential Disclosure Agreement For Strategic Matters (“Agreement”), dated as of October 15, 2021, by and between Oracle Corporation (“Oracle”) located at 500 Oracle Parkway, Redwood City, California 94065 and Cerner Corporation (“Company”), is entered into by the parties as of the effective date listed below (“Amendment Effective Date”) and amends the Agreement as follows:
CERNER CORPORATION2011 Omnibus Equity Incentive • April 26th, 2019 • Cerner Corp /Mo/ • Services-computer integrated systems design • Missouri
WHEREAS, the Compensation Committee of the Board of Directors or its duly appointed subcommittee or authorized delegatee (the “Committee”) of Cerner Corporation (“the Company”) has determined that Grantee (“Participant”) is eligible to receive a Time-Based Restricted Stock Grant under the Company’s 2011 Omnibus Equity Incentive Plan, as amended, supplemented, restated or otherwise modified (the “Plan”), as so indicated in the Notice of Grant Award and Award Agreement, which together with this Time Based Restricted Stock Agreement, constitutes the “Agreement”;
