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 corporation (the "Pledgee").
WITNESSETH:
WHEREAS, the Pledgor is the owner of
shares of the common stock of Pledgee,(the "Pledged Shares");
and
WHEREAS, pursuant to the terms of the Cerner
Corporation Executive Stock Purchase Plan (the "Stock Purchase
Plan"), the Pledgor has been offered the opportunity to purchase
certain shares of Pledgee; and
WHEREAS, in accordance with the terms of the Stock
Purchase Plan, the Pledgor has executed a promissory note payable
to the Pledgee, dated , (together with
all renewals and extensions thereof, the "Note"), as
consideration for a loan received from the Pledgee in the
principal amount of _______________ Dollars ($_________); and
WHEREAS, the Pledgor desires to secure the repayment of
the Note by the pledge of the Pledged Shares upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and
the mutual promises and agreements herein contained, the Pledgor
and Pledgee hereby agree as follows:
1. Pledge. As security for the due and punctual
payment of all amounts due and payable pursuant to the Note,
together with accrued interest thereon, the Pledgor hereby
pledges, hypothecates, assigns, transfers, sets over and grants
to the Pledgee, its successors and assigns a security interest in
and lien upon all of the Pledgor's right, title and interest in
and to the Pledged Shares and any account in which such Pledged
Shares are held. Unless otherwise agreed to by the parties hereto,
the Pledgor shall deliver to the Pledgee a stock certificate
evidencing all of the Pledged Shares, together with attached stock
powers duly endorsed in blank. Said certificates and the Pledged
Shares shall be held and disposed of by the Pledgee in accordance
with the terms and conditions of this Agreement. The Pledgee is
hereby authorized with respect to the Pledged Shares, whether or
not there has been any default in the payment or the performance
of any obligation secured by the Pledged Shares, to indorse the
Pledged Shares in the name of the Pledgor and cause any part or
all of the Pledged Shares to be transferred of record into the
Pledgee's name or the name of its nominee. During the term of
the pledge made hereunder, any proceeds or additional shares of
stock, rights, warrants, securities or other property issued or
distributed upon or in respect of any of the Pledged Shares,
including any and all such property issued or distributed as the
result of any stock dividends, stock splits, reverse stock splits,
recapitalizations, reorganizations, exchanges or substitutions or
other distribution, whether in liquidation or otherwise, shall be
immediately pledged, delivered, paid and set over by the Pledgor
to the Pledgee hereunder as additional collateral and shall
constitute Pledged Shares for purposes of this Agreement.
Pledgor's delivery of such additional shares of stock, rights,
warrants, securities and other property shall be deemed to
constitute the delivery and pledge thereof to the Pledgee
pursuant to this Agreement.
2. Representations, Warranties and Covenants. The
Pledgor represents, warrants and agrees as follows:
(a) The Pledgor has the unrestricted right, power
and authority to execute this Agreement, to perform the
Pledgor's obligations hereunder and to transfer and
create a security interest in the Pledged Shares in the
manner and for the purpose contemplated hereby.
(b) The pledge and delivery of the Pledged Shares
pursuant to this Agreement create a valid and perfected
first priority security interest in the Pledged Shares
in favor of the Pledgee.
3. Events of Default. The occurrence of any one or
more of the following events shall constitute a default hereunder
(each an "Event of Default"):
(a) the Pledgor's default in the payment of the
Note when due, by acceleration or otherwise, or in
performance of any of the terms, agreements or
covenants of this Agreement, the Note or the Stock
Purchase Plan; or
(b) any representation or warranty made by the
Pledgor in this Agreement or in the Note, or any other
representation or warranty made or furnished to the
Pledgee by or on behalf of the Pledgor, proves to have
been incorrect in any material respect when made and
remains material and uncured at the time in question;
or
(c) the making of any general assignment for the
benefit of creditors by the Pledgor or the commencement
by the Pledgor of a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or
hereafter in effect; or
(d) the appointment of a receiver, trustee or
other similar official for all or substantially all of
the Pledgor's property or assets, or the filing of a
bankruptcy petition against the Pledgor in a court of
competent jurisdiction that commences an involuntary
case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, which
appointment or petition is not contested by the
Pledgor, or which appointment or petition is not
removed or dismissed within sixty (60) days.
4. Dividends and Voting Rights. So long as no Event
of Default shall have occurred and be continuing, the Pledgor
shall be entitled (a) to receive any and all cash dividends
declared and paid in respect of the Pledged Shares (other than
liquidating dividends) and (b) to exercise any and all voting and
other consensual rights in respect thereof. So long as no Event
of Default shall have occurred and be continuing, if the Pledged
Shares or any part thereof shall have been transferred into the
name of the Pledgee or its nominee, upon the written request of
the Pledgor, the Pledgee or its nominee shall execute and deliver
to the Pledgor appropriate powers of attorney or proxies to vote
the Pledged Shares.
5. The Pledgee's Remedies Upon Default.
(a) If any Event of Default shall have occurred
and be continuing, the Pledgee may do any one or more
of the following in such order as it may elect:
(i) cause any or all of the Pledged Shares
to be transferred into its name or that of its
nominee and obtain registration of such transfer
or transfers, without thereby effecting a
foreclosure of the pledge evidenced hereby or
relieving itself of its obligations under Part 5
of Article Nine of the Uniform Commercial Code as
enacted in the State of Missouri, the Pledgor
hereby irrevocably constituting and appointing the
Pledgee and any nominee of the Pledgee the
attorney-in-fact of the Pledgor for such purpose,
with full power of substitution;
(ii) vote any or all of the Pledged Shares or
revoke any or all proxies or powers of attorney
given by the Pledgor and give any or all consents,
waivers and ratifications in respect thereof and
otherwise act with respect thereto as though it
were the outright owner thereof, the Pledgor
hereby irrevocably constituting and appointing the
Pledgee and any nominee of the Pledgee the proxy
and attorney-in-fact of the Pledgor for such
purpose, with full power of substitution;
(iii) receive all dividends and all other
distributions of any kind on any or all of the
Pledged Shares; and
(iv) sell, assign and deliver, at any time or
from time to time, in one or more lots, any or all
of the Pledged Shares, at any private or public
sale, for cash, for credit or for other property,
for immediate or future delivery, and for such
price or prices and on such terms as the Pledgee,
in its sole discretion, may determine, the Pledgor
hereby waiving and releasing any and all rights or
equity of redemption which it otherwise might have
either before or after sale hereunder. Any
notification required by law to be given in
connection with any sale shall conclusively be
deemed reasonable if given not less than ten (10)
days prior to the time of any public sale or the
time after which any private sale is to be made.
The Pledgee, if permitted by law, may bid for and
purchase all or any part of the Pledged Shares so
sold free from any such right or equity of
redemption. For the purpose hereof, any agreement
to sell all or any part of the Pledged Shares
shall be treated as a sale thereof, the Pledgee
shall be free to carry out such sale pursuant to
such agreement and the Pledgor shall not be
entitled to the return of any of the Pledged
Shares subject thereto, notwithstanding that,
subsequent to the Pledgee's entering into such an
agreement, the Pledgor may have cured all Events
of Default.
(b) The proceeds of any sale hereunder of the
Pledged Shares and any moneys held by the Pledgee
pursuant to this Agreement shall be applied first to
the payment of all costs and expenses of collection,
sale and delivery, including reasonable attorneys' fees
and expenses in connection therewith, whether or not
involving a case or proceeding before a federal or
state court, and next to such of the obligations of the
Pledgor to the Pledgee secured hereby in such order as
the Pledgee may in its sole discretion determine. The
balance, if any, of such proceeds and moneys shall be
paid to the Pledgor or such other person or persons as
may legally be entitled thereto. If the proceeds of
such sale are insufficient to pay such costs and
expenses and to satisfy such obligations of the
Pledgor, the Pledgor shall remain liable for such
deficiency.
6. Other Rights and Remedies. The rights and remedies
afforded to the Pledgee hereunder shall be cumulative and in
addition to and not in limitation of any rights and remedies
which the Pledgee may have under applicable law, including the
Uniform Commercial Code. The exercise or partial exercise of any
right or remedy of the Pledgee hereunder or under applicable law
shall not preclude or prejudice the further exercise of that
right or remedy or the exercise of any other right or remedy of
the Pledgee.
7. Waiver. No delay or omission on the part of the
Pledgee in exercising any right hereunder shall operate as a
waiver of such right or any other right hereunder or under any
instrument or agreement evidencing or relating to any of the
obligations secured hereby. A waiver on any one occasion shall
not be construed as a bar or waiver of any right or remedy on any
future occasion.
8. Return of Pledged Shares. Promptly following the
receipt by the Pledgee of payment in full of the Note in
accordance with its terms, the Pledgee will, upon written demand
by the Pledgor, cause the Pledged Shares, any stock powers
related thereto and any other collateral held pursuant to this
Agreement, to be redelivered to the Pledgor without recourse to
the Pledgee.
9. Reasonable Care. The Pledgee shall be deemed to
have exercised reasonable care in the custody and preservation of
the Pledged Shares in its possession if the Pledged Shares are
accorded treatment substantially the same as that which the
Pledgee accords its own property; provided, however, that the
Pledgee shall have no obligation to (a) ascertain or take action
with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to any Pledged Shares, whether
or not the Pledgee has or is deemed to have knowledge of such
matters, or (b) take any necessary steps to preserve rights
against any other parties with respect to any Pledged Shares.
10. Notices. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall
be deemed to have been duly given on the date of service if
personally served on the party to whom such communication is to
be given, or on the third day after mailing if mailed to the
party to whom such communication is to be given by first class
mail, postage prepaid, and properly addressed as follows:
The Pledgor:
___________________________________
____________________________________
____________________________________
The Pledgee:
Attn: Chief Financial Officer
Cerner Corporation.
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11. Expenses. The Pledgor will upon demand pay to the
Pledgee the amount of any and all reasonable expenses, including
the reasonable fees and expenses of its counsel and of any
experts and agents, whether or not involving a case or proceeding
before any federal or state court, that the Pledgee may incur in
connection with (a) the administration of this Agreement, (b) the
custody or preservation of, or the sale of, collection from or
other realization upon, any of the Pledged Shares, (c) the
exercise or enforcement of any of the rights of the Pledgee
hereunder, or (d) the failure by the Pledgor to perform or
observe any of the provisions hereof.
12. Binding. This Agreement and all of the provisions
hereof shall be binding upon and shall inure to the benefit of
the parties hereto and their respective legal representatives,
successors and assigns and may be amended only by a written
instrument signed by each of the parties hereto.
13. Continuing Pledge. The pledge made hereunder is
of a continuing nature and applies to any and all debt of the
Pledgor owing to the Pledgee, and the Pledgee may continue to
make loans or otherwise extend credit to the Pledgor at any time
and from time to time in reliance upon the pledge made hereunder
until the Pledgee actually receives written notice from the
Pledgor of the discontinuance hereof in respect of any debt
arising or incurred by the Pledgor after the receipt of such
notice by the Pledgee; provided, however, that the receipt of
such notice shall not in any way whatsoever impair, affect,
release or discharge the Pledgee's lien on or rights with respect
to any of the Pledged Shares or impair or affect in any way any
of the Pledgee's rights, powers, remedies or authority hereunder
in respect of any debt or obligation arising or incurred prior to
the Pledgee's receipt of such notice, and that this pledge shall
remain in effect until all such debt or obligation arising or
incurred prior to such receipt, and all interest thereon, has
been fully paid or satisfied.
14. Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be
an original and altogether but one instrument.
15. Governing Law. This Agreement shall be governed
by and construed and interpreted in accordance with the laws of
the State of Missouri.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
_________________________
"PLEDGOR"
CERNER CORPORATION.
By:__________________________
Name:
Title:
"PLEDGEE"