exv10wa






Exhibit 10(a)




CERNER CORPORATION

2001 Associate Stock Purchase Plan

(Amended and Restated March 1, 2010)



SECTION 1.    PURPOSE OF PLAN




The Cerner Corporation 2001 Associate Stock Purchase Plan (the “Plan”) is designed to
encourage and assist associates of Cerner Corporation (“Cerner” or “Company”), including all
associates of Cerner U.S. based subsidiaries, to acquire an equity interest in Cerner through the
purchase of shares of Cerner common stock, par value $.01 per share (“Common Stock”). This Plan is
intended to constitute an “employee stock purchase plan” within the meaning of Section 423 of the
Internal Revenue Code (the “Code”).


SECTION 2.    ADMINISTRATION OF THE PLAN




The Plan shall be administered by Cerner’s Board of Directors (the “Board”) or by a committee
of the Board (the “Committee”) appointed by the Board and serving at its pleasure (the Board or any
such Committee being herein referred to as the “Administrator”). Until such time as the Board shall
determine otherwise, the Compensation Committee of the Board shall serve as Administrator. The
Administrator shall have full power and authority, not inconsistent with the express provisions of
the Plan, to administer and interpret the Plan, including the authority to:




	 	(i)	 	grant options and authorize the issuance of shares;

	 
	 	(ii)	 	make and amend all rules, regulations, guidelines, procedures and policies for
administering the Plan;

	 
	 	(iii)	 	decide all questions and settle all disputes that may arise in connection with
the Plan;

	 
	 	(iv)	 	appoint persons and entities to act as designated representatives on the
Administrator’s behalf in administering the Plan pursuant to its provisions (in which
case the term “Administrator” as used herein shall include such persons or entities to
the extent of such appointment);

	 
	 	(v)	 	establish accounts with a person or entity appointed pursuant to (iv) above
(“Custodian”) to hold Common Stock purchased under the Plan (“Stock Account”);

	 
	 	(vi)	 	cause Cerner to enter into a written agreement with the Custodian setting
forth the terms and conditions upon which Stock Accounts shall be governed (“Custodial
Agreement”); and

	 
	 	(vii)	 	require Participants to hold shares of Common Stock under the Plan in Stock
Accounts (in which case each Participant’s decision to participate in the Plan shall
constitute the appointment of such Custodian as custodial agent for the purpose of
holding such shares) until such time as shall be specified in the Custodial Agreement.






All interpretations, decisions and determinations made by the Administrator shall be binding
on all persons concerned.


SECTION 3.    NATURE AND NUMBER OF SHARES




The Common Stock subject to issuance under the terms of the Plan shall be authorized but
unissued shares or previously issued shares reacquired and held by the Company. The aggregate
number of shares that may be issued under the Plan shall not exceed 2,000,000 (reflecting the
January 2006 2 for 1 stock split) shares of Common Stock.



 









 





In the event of any reorganization, recapitalization, stock split, reverse stock split, stock
dividend, combination of shares, exchange of shares, merger, consolidation, offering of rights or
other similar change in the capital structure of the Company, the Board or the Committee may make
such adjustment, if any, as it deems appropriate in the number, kind and purchase price of the
shares available for purchase under the Plan and in the maximum number of shares which may be
issued under the Plan.


SECTION 4.    ELIGIBILITY




Each individual employed by Cerner, including associates employed by its U.S. based
subsidiaries (“Associate”), except as provided below, shall be eligible to participate in the Plan.
The following individuals shall be excluded from participation:



(a)       Persons who, as of the date of grant of an Option, have been continuously employed by
Cerner for less than two (2) weeks;



(b)       Persons who, immediately upon the grant of an Option, own directly or indirectly, or hold
options or rights to acquire under any agreement or Company plan, an aggregate of five percent (5%)
or more of the total combined voting power or value of all outstanding shares of all classes of
Cerner Common Stock; and



(c)       Persons who are customarily employed by the Company for less than twenty (20) hours per
week or for not more than five (5) months in any calendar year.


SECTION 5.    ENROLLMENT AND WITHDRAWAL




Each eligible Associate may enroll or re-enroll in the Plan as of the first day of any Option
Period (as hereinafter defined) after the Associate first becomes eligible to participate. To
enroll, an Associate must properly complete an enrollment form (including a payroll deduction
authorization) in a form and manner acceptable to the Administrator and submit it to the Company,
or use such other means to enroll as is authorized by the Administrator, within the time period
before the commencement of such Option Period as the Administrator may prescribe. Participation in
the Plan is voluntary. A “Participant” shall be an Associate enrolled in the Plan.



A Participant will automatically be enrolled in all future Option Periods unless the
Participant withdraws from the Plan. If a Participant withdraws from the Plan, he or she will
cease to be a Participant and may only participate in future Option Periods if he or she re-enrolls
in the Plan. Any Participant may withdraw from the Plan by notifying the Company in writing, via
electronic designation on the third party administrator’s website, or any other manner permitted by
the Administrator during the Option Period provided that such notification is at least three (3)
business days prior to the Purchase Date (as defined below). Upon such a withdrawal, the entire
amount contributed to the Plan by the Participant (and not yet used to purchase Common Stock) will
be refunded without interest as soon as administratively practicable. In the event that a
Participant notifies the Company within the three (3) day period prior to the Purchase Date, the
Participant will be withdrawn from participating in the next following Option Period.


SECTION 6.    GRANT OF OPTIONS




Unless changed by the Board or the Committee, the Plan will be implemented by four (4) annual
offerings of the Company’s Common Stock each calendar year (the “Option Periods”). In



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each year that the Plan is in effect, the first Option Period will begin on January 1 and end on
March 31, the second Option Period will begin on April 1 and end on June 30, the third Option
Period will begin on July 1 and end on September 30, and the fourth Option Period will begin on
October 1 and end on December 31.




Each person who is a Participant on the first day of an Option Period (the “Grant Date”) will
as of such day be granted an option for the Option Period (the “Option”). Such Option will be for
the purchase of a maximum number of shares of Common Stock to be determined by dividing (i) the
balance credited to the Participant’s Payment Account (as defined in Section 7(b)) during such
Option Period by means of payroll deduction (or such other means deemed acceptable by the
Administrator) as of the Purchase Date (as determined under Section 8 below), by (ii) the purchase
price per share of the Common Stock as determined under Section 8.



In no event shall a Participant be entitled to purchase, for any Option Period, more than the
lesser of (i) the number of shares obtained by dividing $25,000 by the fair market value of a share
of Common Stock on the Grant Date for such Option Period, or (ii) the maximum number of shares
permitted to be purchased under Section 7(c) below.



The Administrator will reduce, on a substantially proportionate basis, the number of shares of
Common Stock receivable by each Participant upon exercise of his or her Option for an Option Period
in the event that the number of shares then available under the Plan is otherwise insufficient, and
will return to Participant without interest any remaining unused balance in the Participant’s
Payment Account as soon as administratively practicable.


SECTION 7.    METHOD OF PAYMENT




(a)       Form of Payment. Payment for shares shall be made in installments through
after-tax payroll deductions during the Option Period, with such deductions taken from pay periods
paid during the Option Period, or in such other form of payment deemed acceptable by the
Administrator.



Subject to Section 18 and to the limits below and in Section 8, each Participant may elect
through payroll withholding during the Option Period (or such other means deemed acceptable by the
Company) to have credited to his or her Payment Account an amount not less than one percent (1%)
and not greater than twenty percent (20%) of Compensation (as defined below); provided that the
Administrator from time to time before an enrollment date may establish limits other than those
herein described for all purchases to occur during the relevant Option Period.



For purposes of the Plan, “Compensation” shall mean all compensation paid to the Participant
by the Company and currently includible in his or her income, including variable compensation (such
as commissions, bonuses or other short-term incentive payments), overtime, and other amounts
includible in the general definition of compensation provided in Treasury Regulation
§1.415-2(d)(1), plus any amount that would be so included but for the fact that it was contributed
to (a) a qualified plan pursuant to an elective deferral under Section 401(k) of the Code, (b) a
nonqualified deferred compensation plan, and/or (c) a cafeteria plan on a before-tax basis pursuant
to an election under Section 125 of the Code, but not including (i) payments under stock option
plans (including any amount of income recognized upon the exercise of a stock option) and other
employee benefit plans or other amounts excluded from the definition of compensation provided in
the Treasury Regulations under Section 415 of the Code, and (ii) reimbursements or other expense
allowances, fringe benefits (cash and



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noncash), moving expenses, payments of benefits under nonqualified deferred compensation plans, and
welfare benefits.




A Participant may decrease the rate of withholding on a prospective basis effective as to
future pay periods within an Option Period by giving written or electronic notice (in a form
acceptable to the Administrator) to the Company not less than two (2) weeks prior to the desired
effective date of such decrease. During the applicable enrollment period before an upcoming Option
Period, a Participant may increase the rate of withholding by giving written or electronic notice
(in a form acceptable to the Administrator) to the Company during such enrollment period; provided,
however, that such an increase in withholding shall be effective for the upcoming future Option
Period(s) only.



(b)      Accounts. A “Payment Account” means the book entry account maintained by the
Company or Administrator to record the amount of Participant’s payments made pursuant to Section
7(a) and any cash amount carried forward from an Option Period to the Grant Date for the next
Option Period pursuant to Section 9. All payments by each Participant shall be credited to such
Participant’s Payment Account pending the purchase of Common Stock in accordance with the
provisions of the Plan. All such amounts in the Payment Account shall be assets of the Company and
may be used by the Company for any corporate purpose. No interest will be paid on amounts credited
to a Participant’s Payment Account.



(c)      Limits on Purchase. In no event shall the rights of any Participant to purchase
shares (under this Plan and under any other stock purchase plans of Cerner which are intended to
qualify under Section 423 of the Code) accrue at a rate that exceeds $25,000 per calendar year as
measured by the fair market value of such shares (determined in the case of each such share as of
the Grant Date of the related Option). For purposes of administering this accrual limitation, the
Administrator shall limit purchases under the Plan as follows:




      (i)      The number of shares which may be purchasable by a Participant during his or her
first Option Period during a calendar year may not exceed a number of shares determined by
dividing $25,000 by the Fair Market Value of a Share on the Grant Date for that Option
Period.




     (ii)      The number of shares which may be purchasable by a Participant during any
subsequent Option Period during the same calendar year (if any) shall not exceed the number
of Shares determined by performing the calculation below:




            (A)      First, for each previous Option Period during the same calendar year, the
number of Shares purchased by the Participant during such previous Option Period
shall be multiplied by the Fair Market Value of a Share on the respective Grant Date
for such same previous Option Period.




            (B)      Second, the sum of all amounts calculated under (A) above (for all Option
Periods) shall be calculated.




            (C)      Third, the amount determined under (B) above shall be subtracted from
$25,000.




            (D)      Fourth, the amount determined under (C) above shall be divided by the Fair
Market Value of a Share on the Grant Date for such subsequent Option Period (for
which the maximum number of Shares purchasable is being determined by this
calculation) occurs. The quotient thus obtained shall be the maximum



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number of Shares which may be purchased by any Participant for such subsequent
Option Period.


SECTION 8.    PURCHASE PRICE




The purchase price of Common Stock issued pursuant to the exercise of an Option shall be
eighty-five (85%) of the fair market value of Common Stock on the last trading day of the Option
Period (the “Purchase Date”).



Fair market value shall mean the closing price of Common Stock as reported on the Nasdaq Stock
Market or other national securities exchange on which the Common Stock is then principally traded
or, if that measure of price is not available, on a composite index of such exchanges or, if that
measure of price is not available, in a national market system for securities. In the event that
there are no sales of Common Stock on any such exchange or market on the Purchase Date, the fair
market value of the Common Stock shall be deemed to be the closing sales price on the next
preceding day on which Common Stock is sold on any such exchange or market. In the event that the
Common Stock is not listed on any such market or exchange on the Purchase Date, a reasonable
valuation of the fair market value of the Common Stock on such dates shall be made by the
Administrator.


SECTION 9.    AUTOMATIC EXERCISE OF OPTIONS; STOCK TRANSFER RESTRICTIONS




If an Associate is a Participant in the Plan on a Purchase Date, he or she will be deemed to
have exercised the Option granted to him or her for the period ending on that Purchase Date. Upon
such exercise, the Company will apply the balance of the Participant’s Payment Account to the
purchase of the number of whole shares of Common Stock determined under Section 6 and, as soon as
practicable thereafter, will issue and deliver said whole shares to the Participant (unless Stock
Accounts are established by the Administrator pursuant to Section 2 of the Plan). Any cash
remaining in the Participant’s Payment Account shall either be carried forward to the next Grant
Date (without interest) and become a part of the Payment Account for the Option Period to which
such next Grant Date applies, or, upon written request of the Participant to the Administrator, be
paid to Participant without interest (unless Stock Accounts are established by the Administrator
pursuant to Section 2 of the Plan).



Notwithstanding anything herein to the contrary, Cerner’s obligation to issue and deliver
whole shares of Common Stock under the Plan will be subject to the approval required by any
governmental authority in connection with the authorization, issuance, sale or transfer of said
shares, to any requirements of any national securities exchange applicable thereto, and to
compliance by Cerner with other applicable legal requirements in effect from time to time.



This Plan is intended to satisfy the requirements of Section 423 of the Code. A Participant
will not obtain the benefits of this provision of the Code if such Participant disposes of shares
of Common Stock acquired pursuant to the Plan within two (2) years from the Grant Date or within
one (1) year from the date such Common Stock is purchased by the Participant, whichever is later.



Additionally, any shares of Common Stock issued under the Plan may not be sold, transferred or
assigned for a period of one (1) year after the date issued. Each certificate representing shares
of Common Stock issued under this Plan during such one (1) year period shall bear the following
legend:




“The Shares represented by this certificate may not be sold, transferred or
assigned, and the issuer shall not be required to give effect to any attempted sale,



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transfer or assignment, until a date that is more than one (1) year after the date
of issuance of this certificate.”;


or such other legend as shall be approved by the Administrator.



SECTION 10.    TERMINATION OF EMPLOYMENT




Subject to Section 11, upon the termination of a Participant’s employment with the Company for
any reason, the Participant’s Payment Account balance shall be frozen to future accruals and the
Participant shall be withdrawn from Plan participation and cease to be a Participant. Upon the
cessation of participation, any Option held by the Participant under the Plan shall be treated as
follows: (i) the Participant may give written notice to the Administrator within three (3) business
days after the Participant’s termination (so long as there is at least three (3) business days
remaining before the Purchase Date) of his/her desire to cancel his/her Option under the Plan, in
which case the Participant’s Payment Account balance will be returned to Participant; or, (ii) if
no such notice is received by Participant, or if there are less than three (3) business days
remaining before the Purchase Date when the written request is made, then the Option will be
exercised on the next Purchase Date. In the case of death of the Participant, the Participant’s
Payment Account shall be refunded in accordance with Section 11, without interest, as soon as
administratively practicable and the Participant will have no further rights under the Plan.


SECTION 11.    DEATH OF A PARTICIPANT




     As soon as administratively feasible after the death of a Participant, any Common Stock and/or
cash credited to the Participant under the Plan shall be delivered to the Participant’s executor,
administrator or other legal representative of the Participant’s estate. Such delivery and payment
shall relieve the Company of further liability to the deceased Participant or his/her estate with
respect to the Plan.



SECTION 12.    ASSIGNMENT




Except as provided in Section 11 above, a Participant’s Option, funds, securities, rights or
other property held for the account of a Participant shall not be sold, pledged, assigned,
transferred, or hypothecated in any way (whether by operation of law or otherwise) and shall not be
subject to sale under execution, attachment, or similar process. Any attempted sale, pledge,
assignment, transfer, hypothecation or other disposition of an Option, or levy of attachment or
similar process upon the Option not specifically permitted herein shall be null and void and
without effect. A Participant’s right to purchase shares under the Plan shall be exercisable
during the Participant’s lifetime only by the Participant. If this provision is violated, the
Participant’s election to purchase Common Stock shall terminate and the only obligation of the
Company remaining under the Plan will be to refund to the Participant the amount then credited to
his or her Payment Account and deliver to Participant any whole shares of Common Stock credited to
him or her under any Stock Account.


SECTION 13.    DISSOLUTION, MERGER AND CONSOLIDATION




Upon the dissolution or liquidation of the Company, or upon a merger or consolidation of the
Company in which the Company is not the surviving corporation, each Option granted hereunder shall
expire as of the effective date of such transaction; provided, however, that the Administrator
shall give at least 30 days’ written notice of such event to each Participant during which time he
or she shall have a right to exercise his or her wholly or partially unexercised Option



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and, subject to earlier exercise pursuant to Section 9, each Option shall be exercisable after
receipt of such written notice and prior to the effective date of such transaction.



SECTION 14.    EQUAL RIGHTS AND PRIVILEGES




All eligible Associates shall have equal rights and privileges with respect to the Plan so
that the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or
any successor provisions of the Code and related regulations. Any provision of the Plan that is
inconsistent with Section 423 or any successor provision of the Code shall without further act of
amendment by the Company be reformed to comply with the requirements of Section 423. This Section
14 shall take precedence over all other provisions of the Plan.


SECTION 15.    RIGHTS AS STOCKHOLDER




A Participant shall have no rights as a stockholder under an Option until he or she becomes a
stockholder as herein provided. A Participant will become a stockholder with respect to shares for
which payment has been completed as provided in Section 8 as of the close of business on the
Purchase Date for the Option Period.


SECTION 16.    MODIFICATION AND TERMINATION OF THE PLAN




The Board or the Committee may terminate the Plan at any time. The Board, the Committee or
one of its appointed delegates may at any time and from time to time amend the Plan in any manner
permitted by law. No amendment shall be effective unless within one (1) year after it is adopted,
the amendment is approved by Cerner’s shareholders in the manner prescribed under the Treasury
Regulations under Section 423 of the Code, if such amendment would:




	 	(i)	 	increase the number of shares reserved for purchase under the Plan, unless such
increase is by reason of any change in the capital structure of the Company referred to
in Section 3 hereof;

	 
	 	(ii)	 	change the designation of corporations or other entities whose employees may be
offered Options under the Plan, except as permitted under Treasury Regulations
§1.423-2(c)(4);

	 
	 	(iii)	 	materially modify the requirements as to eligibility for participation in the
Plan; or

	 
	 	(iv)	 	materially increase the benefits accruing to Participants under the Plan.






In the event the Plan is terminated, the Board or Committee may elect to terminate all
outstanding Options either immediately or upon completion of the purchase of shares on the next
Purchase Date, unless the Board has determined that the right to make all such purchases shall
expire on some other designated date occurring prior to the next Purchase Date. If Options are
terminated prior to expiration, all funds contributed to the Plan that have not been used to
purchase shares shall be returned without interest to the Participants.


SECTION 17.    BOARD AND SHAREHOLDER APPROVAL; EFFECTIVE DATE




This Plan was adopted by the Board on March 9, 2001. The Effective Date of the Plan is May 25,
2001, which was the date this Plan was approved by the shareholders of Cerner Corporation.


SECTION 18.    RETIREMENT PLAN HARDSHIP DISTRIBUTIONS







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In the event that a Participant has received a hardship distribution under the Cerner
Corporation Foundations Retirement Plan, such Participant shall be prohibited from making payments
under Section 7 of this Plan for a period of at least six (6) months (or, if the applicable
required suspension period under the applicable 401(k) laws relating to hardship distributions from
qualified 401(k) plans require a longer or shorter suspension period, such shorter or longer
period) after the Participant’s receipt of the hardship distribution,.


SECTION 19.    OTHER PROVISIONS




Options and other documentation under the Plan shall contain such other provisions as the
Administrator shall deem advisable, provided that no such provision shall conflict with the express
terms of the Plan.


SECTION 20.    USE OF FUNDS.




All payroll deductions received or held by the Company under the Plan may be used by the
Company for any corporate purpose. The Company shall not be obligated to segregate such payroll
deductions.


SECTION 21.    ERISA




This Plan is not subject to the provisions of the Employee Retirement Income Security Act of
1974.


SECTION 22.    EFFECT OF PLAN




The Provisions of the Plan shall, in accordance with its terms, be binding upon, and inure to
the benefit of, all successors of each Associate participating in the Plan, including, without
limitation, such Associate’s estate and the executors, administrators or trustees thereof, heirs
and legatees, and any receiver, trustee in bankruptcy or representative of creditors of such
Associate.


SECTION 23.    WITHHOLDING TAXES




Upon the exercise of any Option under the Plan, the Company shall have the right to require
the Associate to remit to the Company an amount sufficient to satisfy all federal, state and local
withholding tax requirements prior to the delivery of any certificate or certificates for shares of
Common Stock.


SECTION 24.    EMPLOYMENT RIGHTS




Nothing contained in the provisions of the Plan shall be construed to give to any individual
the right to be retained in the employ of the Company or to interfere with the right of the Company
to discharge any Associate at any time.


SECTION 25.    GOVERNING LAW




The Law of the State of Missouri will govern all matters relating to this Plan except to the
extent superseded by the federal laws of the United States.



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