CERNER ASSOCIATE EMPLOYMENT AGREEMENT
This Cerner Associate Employment Agreement describes the
formal employment relationship between
_______J. Robert Copper______
ASSOCIATE (Print Name)
and Cerner Corporation, a Delaware corporation
This Agreement is effective on the ________ day of ______,
_________.
1. CERNER'S LETTER OFFERING EMPLOYMENT TO YOU.
------------------------------------------
The position, terms, compensation, benefits and other
provisions of your offer letter represent the
conditions of your Cerner employment. The offer letter
is incorporated into this Agreement as Attachment I.
Cerner reserves the right to modify at anytime the
conditions of your employment by Cerner.
2. EMPLOYMENT RELATIONSHIP.
-----------------------
A. Formation.
--------- By signing this Agreement, you
represent that every material fact contained
in your resume and application for employment
with Cerner is true and accurate to the best
of your knowledge and belief. You also agree
that falsification of your resume or
application is grounds for immediate
discharge.
B. Type.
---- To the extent permitted by law, your
employment relationship with Cerner is "at
will", which means that you may resign from
Cerner at any time, for any reason, or for no
reason at all, and without advance notice
(except as described below). It also means
that Cerner may terminate your employment
at any time, for any legally permitted reason,
or for no reason at all, and without advance
notice.
C. Resignation and Termination.
---------------------------- You agree to
cooperate with Cerner by participating fully
in an exit interview in the event you leave
the employ of Cerner. You agree to give Cerner
written notice of your intention to resign
from employment at least twenty (20) business
days prior to the last day you intend to work
at Cerner. To facilitate the provisions of
paragraphs 7 and 8 of this agreement, you also
agree to report to Cerner, in conjunction with
your written notice of intent, the identity of
your new employer (if any) and the nature of
your proposed duties for that employer.
Cerner, however, reserves the right either to
accelerate your intended effective termination
date to an earlier actual date or to allow
your intended effective termination date to
stand.
If you resign, however, with fewer than twenty
(20) business days notice, or if you actually
leave Cerner's employ prior to expiration
of the twenty business days notice period and
without the permission of Cerner, then you
agree that (to the extent
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permitted by law) no salary or other
compensation otherwise due, from the date of
your resignation notice until the time of your
approved effective termination date, will be
owed or paid to you by Cerner. Failure to
provide a four week notice period may affect
your future rehire ability with Cerner.
If Cerner terminates your employment (and
unless the termination was due to your
dishonesty, illegal conduct, or breach of
Cerner's policy or this Agreement), Cerner
will pay you in conjunction with such
termination the equivalent of $10,000 per
month for the remaining period of your
employment contract which expires twenty
months after the Cerner acquisition of
Citation is completed. Further more, Cerner
agrees that you will be elgibile to receive
COBRA benefits for a perio of eighteen months
after termination or until October 31, 2003 at
your cost and election. You acknowledge that
the consideration for the increased severance
benefit beyond Cerner's standard severance
benefit is the termination by you of the
Severance Benefit in the Event of Termination
of Your Employment with Citation Computer
Systems, Inc. under Certain Circumstances
Following a Change of Control entered into by
and between you and Citation Computer Systems,
Inc. dated as of July 15, 1999. By
signing this agreement, you agree that such
agreement is terminated, and of no
further force and effect. You agree to execute
such further documents as may be reasonably
requested by Cerner to effectuate such
termination.
In the event Cerner terminates your
employment, Cerner reserves the right to set
the effective date of such termination. Upon
your resignation or the termination of your
employment, you agree to promptly execute
a Termination Statement in the form of
Attachment III.
3. AGREEMENT NOT TO DISCLOSE OR TO USE CONFIDENTIAL
-------------------------------------------------------
INFORMATION.
-----------
You agree that you will forever maintain the
confidentiality of Confidential Information. You will
never disclose Confidential Information except to
persons who have both the right and need to know it,
and then only for the purpose and in the course of
performing Cerner duties, or of permitting or assisting
in the authorized use of Cerner products and services.
In the event your employment with Cerner terminates
(voluntarily or involuntarily), you will promptly
deliver to Cerner all Confidential Information,
including any Confidential Information on any laptop,
computer or other communication equipment used by you
during your employment with Cerner.
4. NON-CERNER EMPLOYMENT.
---------------------
Except for those part-time associates, hired to work
less than 40 hours per week, employment at Cerner is a
full-time responsibility. As a part-time associate, it
is Cerner's expectation that you will not engage in
other employment activities that would detract from or
conflict with your ability to carry out your part-time
duties at Cerner.
5. NEW PRODUCTS AND IDEAS.
----------------------
With respect to New Products and Ideas that you
develop, author, or conceive in whole or in part while
employed at Cerner, plus for one year thereafter, you
agree to keep accurate, complete and timely records of
such New Products and Ideas, and will promptly disclose
and fully describe such New Products and Ideas in
writing to Cerner. You further agree to maintain all
information respecting any New Products and Ideas as
Confidential
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Information and shall not disclose such information to
any party outside of Cerner without the express
written approval of an officer of Cerner.
You agree to assign and transfer to Cerner, without
further consideration, your entire right, title and
interest in and to all such New Products and Ideas
including any patents, copyrights, trade secrets and
other proprietary rights in the same. You waive any
and all moral rights which you otherwise would have in
any New Products and Ideas.
You agree to execute promptly at Cerner's expense, a
written assignment of title to Cerner, and all letters
(and applications for letters) of patent and copyright,
in all countries, for any New Products or Ideas
required to be assigned by this Agreement. You also
agree to assist Cerner or its nominee in every
reasonable way (at Cerner's request and expense, but at
no charge to Cerner), both during and after your time
of employment at Cerner, in vesting and defending title
to the New Products and Ideas in and for Cerner, in any
and all countries, including the obtainment and
preservation of patents, copyrights, trade secrets and
other proprietary rights.
This Section does not apply to your new products and
ideas which do not relate directly to the business of
Cerner, and which are developed entirely on your own
time. You acknowledge that this provision applies to
all products and ideas which relate to the business of
Citation Computer Systems, Inc. that were developed
during your employment with Citation Computer Systems,
Inc..
6. PRIOR INVENTIONS.
----------------
Any and all patented and unpatented inventions, new
products and ideas which you made prior to your
employment by Cerner are excluded from the scope of
this Agreement and are documented on Attachment V,
Inventory of Prior Inventions.
7. NON-COMPETITION AND NON-SOLICITATION
------------------------------------
For a period of two (2) years after the voluntary or
involuntary termination of your employment with Cerner:
A. You will tell any prospective new employer,
prior to accepting employment that this
Employment Agreement exists.
B. If you have worked for Cerner in a sales
capacity, you will not provide services to
any Conflicting Organization in connection
with the marketing, sale or promotion of any
Conflicting Product:
(1) to any person or organization upon
whom you called or whose account you
supervised on behalf of Cerner any
time during the last three (3) years
of your employment by Cerner, and
(2) within any Cerner sales territory
assigned to you during the last three
(3) years of your employment by Cerner.
C. If you have not worked for Cerner in a sales
capacity during the last three years of your
employment by Cerner, you will not provide
services directly or indirectly related to
your employment at Cerner to any Conflicting
Organization in the United States or in any
country in which Cerner has a business
interest. However you may accept employment
with a large Conflicting Organization whose
business is diversified, and with a portion of
its business that is not a Conflicting
Organization, provided that Cerner, prior to
your acceptance of such employment, shall
receive separate written assurances
satisfactory to Cerner from such Conflicting
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Organization and from you that you will not
render services directly or indirectly in
connection with any Conflicting Product.
D. Notwithstanding the foregoing, nothing
contained in this Paragraph 7 shall prohibit
you (after your termination of employment with
Cerner) from taking a position with a general
consulting organization whose only Conflicting
Product is the provision of consulting
services to the healthcare industry, so long
as you personally do not thereby provide or
assist in providing consulting services to a
Client with respect to any Cerner product,
process or service or any Conflicting Product.
E. You agree not, on behalf of yourself or on
behalf of any other person, entity, or
organization, to employ, solicit for
employment, or otherwise seek to employ or
retain any Cerner associate or employee, or
any employee of a Cerner client company, or in
any way assist or facilitate any such
employment, solicitation, or retention effort.
8. POST-TERMINATION PAYMENTS BY CERNER.
-----------------------------------
If you are unable to obtain employment within
three (3) months after termination of your
employment at Cerner due solely to the non-
competition restrictions imposed on you by
Paragraph 7 of this Agreement, the provision of
Paragraph 7 shall continue to bind you only so long
as Cerner shall make to you monthly payments
equivalent, on an annualized basis, to your average
earnings during the last three years of your Cerner
employment (or of your average Cerner earnings, if
you were employed fewer than 3 years), for each
month of such unemployment.
You will, during each month of such
unemployment, make conscientious and aggressive
efforts to find employment. You will also, within
ten days after the end of each calendar month, give
Cerner a detailed written account of your efforts
to obtain employment. In your monthly written
account, you will identify each Conflicting
Organization with which you have sought employment.
Cerner shall, at Cerner's option, be relieved
of making a monthly payment to you for any month
during which you fail to seek employment
conscientiously and aggressively, and to account to
Cerner as described above.
Cerner is obligated to make such payments to
you upon your fulfillment of the conditions set
forth above beginning in the 4th month of your
unemployment and continuing for the following
twenty (20) consecutive months (for a total of 21
monthly payments), unless Cerner gives you:
A. Written permission to accept available
employment, or
B. A written release from the non-competition
obligations set forth in Paragraph 7 of this
Agreement.
9. PUBLICITY RELEASE.
-----------------
You consent and agree to the use of your name, voice
and picture (including but not limited to use in still
photographs, videotape and film formats, and both
during and after your period of employment at Cerner)
for advertising, promotional, public relations, and
other business purposes (including its and their use in
newspapers, brochures, magazines, journals and films or
videotapes) by Cerner.
10. CERNER PROPERTY.
---------------
You understand that you may be assigned various items
of Cerner property and equipment to help you carry out
your Cerner responsibilities. When such property or
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equipment is issued, you will formally acknowledge
receipt of it and will take all reasonable precautions
and actions necessary to safeguard and maintain it in
normal operating condition. You further agree to
accept financial responsibility for damage or wear to
the property and equipment you are issued beyond that
associated with normal business use. You will notify
Cerner immediately of any such damage or loss. If your
employment with Cerner terminates (for any reason), you
will immediately return to Cerner all property and
equipment which you have been issued or which otherwise
belongs to Cerner, including any laptops, computer
equipment, wireless telephone, pagers and/or other
computer or communication devices provided to you by
Cerner. You further agree that Cerner may, at its
discretion, deduct from your paycheck(s), including
your final paycheck, the replacement cost of any such
equipment or devices provided to you that are not
immediately returned to Cerner upon your termination of
employment and you agree to repay Cerner any
outstanding balance owed within 30 days of your
employment termination.
11. SYSTEMS AND PHYSICAL SECURITY.
-----------------------------
You understand the importance of both systems and
physical security to the daily operations of Cerner and
to the protection of business information. You will,
therefore, comply with and assist in the vigorous
enforcement of all policies, practices, and procedures
which may be developed to ensure the integrity of
Cerner systems and facilities. Further, you understand
that willful violation of such policies, practices, and
procedures may result in termination of your
employment.
12. PRIOR EMPLOYMENT RELATIONSHIPS AND OBLIGATIONS.
----------------------------------------------
By accepting employment with Cerner, you represent to
Cerner that you are not subject to any non-competition
or confidentiality agreements that your employment and
activities at Cerner would violate. You also represent
and agree that you will not disclose to Cerner, or
induce Cerner to use, any proprietary or confidential
information belonging to any previous employer or to
others.
13. REMEDIES.
--------
By signing this Agreement, you agree that the promises
you have made in it are of a special nature, and that
any breach, violation or evasion by you of the terms of
this Agreement will result in immediate and irreparable
harm to Cerner. It will also cause damage to Cerner in
amounts difficult to ascertain. Accordingly, Cerner
shall be entitled to the remedies of injunction and
specific performance, as well as to all other legal and
equitable remedies which may be available to Cerner.
14. INDEMNIFICATION.
---------------
You agree to indemnify and hold Cerner harmless from
and against any damages, liability, actions, suits or
other claims arising out of your breach of this
Agreement.
15. MODIFICATION.
------------
This Agreement may not be modified in any respect,
except by a written agreement executed by you and
Cerner. However, Cerner may from time to time publish
and adopt supplementary policies with respect to the
subject matter of this Agreement, and you agree that
such supplementary policies shall be binding upon you.
16. NOTICES.
-------
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Any notice required or permitted to be given pursuant
to the terms of the Agreement shall be sufficient if
given in writing and if personally delivered by
receipted hand delivery to you or to Cerner, or if
deposited in the United States Mail, postage prepaid,
first class or certified mail, to you at your residence
address or to Cerner's Corporate headquarters address
or to such other addresses as each party may give the
other party notice in accordance with this Agreement.
17. TERM OF THIS AGREEMENT.
----------------------
This Agreement begins as noted above and will continue
in perpetuity, even though your employment can be
terminated by you or by Cerner as described elsewhere
herein.
18. GOVERNING LAW; JURISDICTION.
---------------------------
This Agreement will be governed by, construed, interpreted,
and its validity determined, under the laws of the State of
Missouri. You and Cerner each hereby irrevocably and
unconditionally submits to the nonexclusive jurisdiction of
any Missouri state court or federal court of the United
States of America sitting in Kansas City, Missouri and any
appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement.
19. SEVERABILITY.
------------
If any provision of this Agreement is held to be
unenforceable, then this Agreement will be deemed
amended to the extent necessary to render the otherwise
unenforceable provision, and the rest of this
Agreement, valid and enforceable.
20. ENTIRE AGREEMENT AND PRIOR AGREEMENTS.
-------------------------------------
You hereby acknowledge receipt of a signed counterpart
of this Agreement and acknowledge that it is your
entire agreement with Cerner concerning the subject
matter. This Agreement cancels, terminates, and
supersedes any of your previous oral or written
understandings or agreements with Cerner or with any
officer or representative of Cerner with respect to
your employment with Cerner.
21. SUCCESSORS.
----------
This Agreement shall be binding upon Cerner's
successors and assigns. This Agreement shall also be
binding upon your heirs, spouse, assigns and legal
representatives.
***********************************************
This Employment Agreement is executed this
____________________ day of ______________, ____.
_/s/J.Robert Copper____
Associate
Cerner Corporation
_/s/Stanley M. Sword___
Cerner Human Resources
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APPENDIX A
DEFINITION OF TERMS
-------------------
CERNER CORPORATION and CERNER mean Cerner Corporation, the
Delaware corporation. The terms also cover all of Cerner
Corporation's parent, subsidiary and affiliate corporations
and business enterprises, both presently existing and
subsequently created or acquired. Such affiliate
corporation may be directly or indirectly controlled by
Cerner or related to Cerner by equity ownership and
expressly includes Citation Computer Systems, Inc.
CLIENT means any actual or potential customer or licensee of
Cerner.
CONFIDENTIAL INFORMATION means Cerner, Client and Vendor
trade secrets. It also means other Cerner, Cerner
Associate, Client, and Vendor information which is not
generally known, and is proprietary to Cerner Corporation or
to Cerner Associates, Clients, and Vendors. It includes,
but is not limited to, research, design, development,
installation, purchasing, accounting, marketing, selling,
servicing, finance, business systems, business practices,
documentation, methodology, procedures, manuals (both
internal and user), program listings, source codes, working
papers, Client and Vendor lists, marketing and sales
materials not otherwise available to the general public,
sales activity information, computer programs and software,
compensation plans, your personal compensation, performance
evaluations, patient information and other client-related
data, and all other non-public information of Cerner and its
Associates, Clients, and Vendors.
CONFLICTING ORGANIZATION means any person or organization
engaged (or about to become engaged) in research,
development, installation, marketing, selling, or servicing
with respect to a Conflicting Product.
CONFLICTING PRODUCT means any product, process or service
which is the same as, similar to, or competes with any
Cerner product, process or service with which you worked
during the last three years of your employment by Cerner, or
about which you have acquired Confidential Information.
NEW PRODUCTS AND IDEAS means discoveries, computer programs,
improvements, works of authorship, designs, methods, ideas
and products (whether or not they are described in writing,
reduced to practice, patentable or copyrightable) which
results from any work performed by you for Cerner, or
involve the use of any Cerner equipment, supplies,
facilities or Confidential Information, or relate directly
to the business of Cerner, or relate to Cerner's actual or
demonstrably anticipated research or development.
OTHER ASSISTANCE PROGRAMS means programs that Cerner may pay
or reimburse you for certain reasonable costs incurred and
also provide for Cerner's recovery of such amounts as
specified in the policies of such Other Assistance Programs,
as may be amended from time to time. Other Assistance
Programs include, but are not limited to: tuition
assistance, specialty external training, and immigration
assistance. Cerner reserves the right to establish future
assistance programs and designate such programs as Other
Assistance Programs for purposes of inclusion under
paragraph 2.C. of this Agreement.
VENDOR means any actual or potential licensor, supplier,
contractor, agent, consultant or other purveyor of products
or services to Cerner.
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APPENDIX B
SUMMARY OF ATTACHMENTS
----------------------
The following documents, if noted, are incorporated as
attachments to this Employment Agreement.
Not
Included Included Attachment Description
X I Original Offer Letter
-------- --------
II Offer Letter Amendments
-------- --------
X III Termination Statement
-------- --------
IV Sales Associate Provisions
-------- --------
V Inventory of Prior Inventions
-------- --------
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ATTACHMENT III
--------------
TERMINATION STATEMENT
---------------------
I represent that I have complied with all the provisions of
the Cerner Associate Employment Agreement entered into
between Cerner Corporation and me on the
______________________ day of _______________, ______, in
that:
1. I have not improperly disclosed or otherwise
misused any of the Confidential Information
covered by such Agreement. I shall continue to
comply with all the continuing terms of the
Agreement, including but not limited to the
non-disclosure and (for the required term)
non-compete provisions, and also including but
not limited to the reporting of any New
Products and Ideas conceived or made by me as
covered by the Agreement.
2. I do not have in my possession, nor have I taken
with me or failed to return, any records, plans,
information, drawings, designs, documents,
manuals, formulae, statistics, correspondence,
client and vendor lists, specifications,
blueprints, reproductions, sketches, notes,
reports, proposals, or other documents or
materials, or copies of them, or any equipment
(including any laptops, computer equipment,
wireless telephone, pagers and/or other computer
or communication devices provided to you by
Cerner), credit cards or other property
belonging to Cerner or its Clients or Vendors. I
have returned to Cerner (or will return within
10 calendar days or earlier if requested by
Cerner) all material and information compiled or
received by me during the term of such
employment. I have returned (or will return
within 10 calendar days or earlier if requested
by Cerner) all Confidential Information, as
specified by such Agreement, and all
correspondence and other writings. I have
returned (or will return within 10 calendar days
or earlier if requested by Cerner) all keys and
other means of access to Cerner's premises.
3. I understand and agree that, with regard to all
provisions of this Agreement relating to non-
disclosure, non-solicitation, and
confidentiality of information, such provisions
shall not cease as of this termination but
shall continue in full force and effect in
perpetuity or as otherwise indicated within this
Agreement. In compliance with the Agreement,
I shall continue to preserve as confidential all
Confidential Information as defined in the
Agreement.
_________________________________________
Associate
_________________________________________
Date
_________________________________________
Termination Date
Cerner Corporation
_________________________________________
By
_________________________________________
Title
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May 9, 2000
J. Robert Copper
28 West Brentmoor Place
Clayton, MO 63105
Dear Bob:
Under your leadership over the past 5 years, Citation has created
significant value as a recognized brand in the laboratory market. We
expect this brand and the product behind it to be valuable additions
to Cerner's enterprise-wide suite of HIS solutions. The value of the
Citation business, and the synergies with Cerner's solutions have been
validated by our due diligence process. Pending completion of the
proposed Cerner/Citation transaction, we look forward to joining
forces as we position our combined companies to make healthcare
smarter. Your leadership throughout the coming months will be critical
to the long-term success of this partnership.
While we understand that it is your intent to retire upon the
completion of the merger transaction, we believe your continued
involvement will be important as we capitalize on a unique set of
clinical offerings to the laboratory marketplace. As a result, we
would like to retain you in an advisory capacity after the transaction
closes. We believe that your expertise with Citation's business and
clients will be important to making an effective transition over the
coming months.
TERMS OF POSITION
- -----------------
Upon closing of the transaction, and for a period of 18 months
thereafter, we are offering you a position as Senior Advisor,
Laboratory Systems. In this capacity, we expect you to spend, on
average 2-3 days per month as you serve in a consultative capacity to
Cerner's laboratory leadership team.
In this capacity, you will be considered an active part-time associate
entitled to all company benefits per our plans and receive a monthly
gross salary of $10,000. As this position may require personal
attendance at meetings or conferences in Kansas City or client sites,
we will also reimburse appropriate travel and business expenses. At
the conclusion of this advisory assignment you will also be eligible
to continue your health insurance through COBRA coverage for 18 months
or until September 30, 2003 at your option and expense.
Since you will not be technically retiring immediately after the
transaction closes, we agree that your Citation options will continue
to vest after they are converted to Cerner options under the terms of
the original stock option agreement and specified vesting schedule.
Upon leaving Cerner, the retirement provision of your stock options
will be triggered as set forth in your original CITATION stock option
agreements.
Your position at Cerner is a professional, exempt position that
requires a significant level of responsibility, discretion, and
independent judgment. As a result, it carries no additional
compensation for overtime worked.
May 9, 2000
Bob Copper
Page 2
AUTHORIZATION TO WORK
- ---------------------
Under the Immigration Reform and Control Act of 1986 and regulations
of the Immigration and Naturalization Services, Cerner is required to
verify that each new associate is authorized to be employed in the
United States. As part of the verification procedure, you will be
asked on your first day of work to complete Form I-9, which verifies
your identity and indicates that you are authorized for employment. If
you are unable to present the required document(s) within 3 business
days of the date employment begins, you must (1) present a receipt for
the application for the document(s) within 3 business days; and (2)
indicate on the I-9 form that you are eligible to be employed in the
U.S. Failure to comply with these regulations will result in
termination of your employment. We will be happy to explain further
the documentation requirements for compliance with these regulations.
EMPLOYMENT AGREEMENT
- --------------------
Cerner has established significant momentum in the development of
client relationships, professional staff, systems development
methodology, and proprietary software products. We regard these areas
as the most important assets owned by our Company. It is our intent to
guard these assets closely. Therefore, every associate of the Company
is required to execute an Employment Agreement. This Agreement
includes the terms of your employment relationship with Cerner, a
covenant not to disclose confidential client and internal information,
a covenant not to compete against our Company in certain markets, and
establishes that, during the term of your employment, the benefits of
your endeavors accrue to the Company. An Employment Agreement that has
been updated to reflect your specific terms is enclosed for your
review.
WORK ENVIRONMENT
- ----------------
For the benefit of all Cerner associates, all facilities are `smoke
free', i.e., smoking is not permitted in the buildings nor within the
immediate vicinity.
YOUR DECISION
- -------------
The purpose of this letter is to put in writing the specifics of our
offer of employment. We believe this offer represents an excellent
opportunity for you and Cerner to continue to benefit from your
leadership in this business. Please call me or Zane Burke with any
questions regarding this offer by May 15, 2000. We look forward to
hearing from you.
Sincerely,
/s/Stanley M. Sword
Stanley M. Sword
Chief People Officer
Cerner Corporation
May 9, 2000
Bob Copper
Page 3
ACCEPTANCE
- ----------
By signing this offer letter and the enclosed Employment Agreement,
you agree to and accept the terms and conditions of employment with
Cerner Corporation (contingent upon the closing of the Citation/Cerner
transaction). The terms described in this offer letter and employment
agreement will become effective only upon the closing of the
Citation/Cerner transaction. In addition, upon your employment with
Cerner, you agree to void the Change in Control agreement you signed
with Citation Computer Systems, Inc., dated July 15, 1999. You also
agree to sign the Stockholder Agreement (containing the irrevocable
proxy) and the Affiliate Agreement related to the Citation/Cerner
transaction. Please sign and return this offer letter and the
Stockholder's Agreement to Zane Burke or Stan Sword on or before May
15, 2000.
_/s/J.Robert Copper__________ _5/15/00______________________
NAME Today's date
Upon close of the Citation/Cerner transaction
(currently scheduled for August 1, 2000)
- ---------------------------------------------
Anticipated Start Date