Amended Employment Agreement between Cerner Corporation and Donald D. Trigg

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 November 30, 2012 between Donald D. Trigg (“you”/“your”) and Cerner Corporation, a Delaware corporation (“Cerner”).

2.     EMPLOYMENT RELATIONSHIP; SEVERANCE AND BENEFITS.

You agree to report to Cerner the identity of your new employer (if any) and the nature of your proposed duties for that employer.

Such severance pay will be payable in lump sum within sixty (60) days of the effective date of the termination of your employment;

Nothing in this paragraph (i) prohibits you from using or disclosing Confidential Information in connection with reporting possible violations of law or regulation to any governmental agency or entity or attorney in accordance with any whistleblower protection provisions of applicable law or

regulation including 18 U.S.C. § 1833 or (ii) requires notification or prior approval by Cerner of any reporting described in clause (i). However, any disclosure must be made in accordance with the applicable law or regulation and in a manner that limits-to the furthest extent possible-disclosure of Confidential Information.

We agree that your Employment Agreement, as amended by this Executive Severance Agreement, otherwise remains in full force and effect. This Executive Severance Agreement represents your entire agreement with Cerner concerning the subject matter hereof and cancels, terminates and supersedes any of your previous oral or written understandings or agreements with Cerner or with any director, officer or representative of Cerner with respect to the subject matter hereof. Without limitation, the severance benefits and payments eligible to be provided under this Executive Severance Agreement supersede and replace any benefits or payments you might otherwise be eligible to receive under your Employment Agreement, the Cerner Enhanced Severance Pay Plan, any successor thereto, or any other broad-based Cerner severance plan or policy which otherwise would be applicable to you.

This Cerner Executive Severance Agreement is executed as of this 11 day of September, 2017.

/s/ Donald D. Trigg     

Donald D. Trigg

Cerner Corporation

By: /s/ Julia M. Wilson    

Julia M. Wilson

Executive Vice President and Chief People Officer

CAUSE means your material breach of your Employment Agreement, fraud against Cerner, misappropriation of Cerner’s assets, dishonesty, embezzlement from Cerner, theft from Cerner, material neglect of your duties and responsibilities hereunder, your arrest and indictment for a crime involving drug abuse, violence, dishonesty or theft, your taking any action or omitting to take any action that results in a violation of the Sarbanes-Oxley Act of 2002, or any related statutes, laws or regulations or material breach of Cerner’s policies.

CHANGE IN CONTROL means:

(i)    The acquisition by any individual, entity or group (a “Person”) within the meaning of Section 12(d)(3) or 13(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either: (A) the then outstanding shares of common stock of Cerner (the “Outstanding Cerner Common Stock”), or (B) the combined voting power of the then outstanding voting securities of Cerner entitled to vote generally in the election of directors (the “Outstanding Cerner Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (X) any acquisition directly from Cerner, (Y) any acquisition by Cerner, or (Z) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Cerner or any corporation controlled by Cerner; or

(ii)    Individuals who, as of the date hereof, constitute the Cerner Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Cerner’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii)    Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Cerner ( a “Business Combination”), in each case, unless, following such Business Combination, (A), all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Cerner Common Stock and Outstanding Cerner Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of Cerner resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Cerner or all or substantially all of Cerner’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Cerner Common Stock and Outstanding Cerner Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of Cerner or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of Cerner resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority

of the members of the Board of Directors of Cerner resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the board, providing for such Business Combination; or

(iv)    Approval by the shareholders of Cerner of a complete liquidation or dissolution of Cerner.

CODE means the Internal Revenue Code of 1986, as from time to time amended.

CONSTRUCTIVE TERMINATION means the occurrence of any of the following without your consent: (1) a material, adverse change in your authority, position, duties, or responsibilities (other than temporarily while you are physically or mentally incapacitated or as required by applicable law) or reporting structure such that you no longer report to the Chief Executive Officer or Board of Directors, (2) a material reduction in your base salary or target bonus opportunity, (3) a relocation of the principal location at which you are required to perform your duties to more than twenty-five (25) miles from the Kansas City metropolitan area and which is adverse to you, or (4) any other action or inaction that constitutes a material breach by Cerner of your Employment Agreement. You cannot terminate your employment on account of a Constructive Termination unless you have provided written notice to Cerner of the existence of the circumstances providing grounds for termination on account of a Constructive Termination within thirty (30) days of the initial existence of such grounds and Cerner has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If you do not terminate your employment on account of a Constructive Termination within ninety (90) days after the first occurrence of the applicable grounds, then you will be deemed to have waived your right to terminate on account of a Constructive Termination with respect to such grounds.

DISABILITY means a physical or mental illness, as determined by an accredited physician, which causes you to be unable to perform your duties hereunder for ninety (90) consecutive days, or for an aggregate of ninety (90) days during any period of twelve (12) consecutive months.

GOOD REASON means the occurrence of any of the following, without your consent: (1) a material, adverse change in your authority, duties, position or responsibilities (other than temporarily while you are physically or mentally incapacitated or as required by applicable law) or reporting structure such that you no longer report to the Chief Executive Officer or the Board of Directors, (2) a material reduction in your base salary or target bonus opportunity, (3) a relocation of the principal location at which you are required to perform your duties to more than twenty-five (25) miles from the Kansas City metropolitan area and which is adverse to you, or (4) any other action or inaction that constitutes a material breach by Cerner of your Employment Agreement. You cannot terminate your employment on account of a Good Reason unless you have provided written notice to Cerner of the existence of the circumstances providing grounds for termination on account of a Good Reason within thirty (30) days of the initial existence of such grounds and Cerner has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If you do not terminate your employment on account of a Good Reason within ninety (90) days after the first occurrence of the applicable grounds, then you will be deemed to have waived your right to terminate on account of a Good Reason with respect to such grounds.

This Cerner Associate Employment Agreement describes the formal employment relationship between __Donald Trigg___ and Cerner Corporation, a Delaware corporation. This Agreement is effective on the 30 day of November, 2012.

A.Formation. By signing this Agreement, you represent that every material fact contained in your resume, application for employment and other related documentation is true and accurate. Misrepresentation of a material fact and falsification of such documentation are grounds for immediate discharge. You further represent and agree you are not engaged and will not engage in other employment activities or extracurricular activities that would detract from or conflict with your ability to carry out your duties at Cerner. All employment or other paid or unpaid positions/activities/extracurricular activities outside of Cerner that could potentially detract from or conflict with your ability to carry out your duties at Cerner must be cleared in advance by Cerner pursuant to Cerner's Conflicts of Interest Policy.

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: (i) to give Cerner written notice of your intention to resign from employment at least ten (10) business days, not including vacation days, prior to the last day you intend to work at Cerner, unless otherwise agreed upon by you and your manager; (ii) to participate in an exit interview; (iii) to report to Cerner the identity and the nature of your proposed duties of your new employer (if any); and (iv) to promptly execute a Termination Statement in the form of Attachment II.

If you are a full-time Associate and Cerner either (i) terminates your employment without Cause and provides less than ten (10) business days notice of such termination, or (ii) accelerates your requested termination date to a date less than ten (10) business days from your notice of voluntary resignation, Cerner will pay you in conjunction with such termination the equivalent of two (2) weeks base salary (exclusive of commissions, advances against commissions, bonus and other non-salary compensation and Associate benefits) less any base salary compensation paid to you for the time you work from the notice of termination or resignation through your actual termination date.

In the event your termination occurs during a period associated with a bonus or incentive compensation plan, any final payments to you as a result of your participation in such plan will be determined by the terms of the plan.

Pursuant to the terms of Cerner's published policies, as may be amended from time to time, Cerner may pay or reimburse you for certain reasonable costs associated with: (i) any relocation required by Cerner, or (ii) Other Assistance Programs in which Cerner provides assistance. In the event that Cerner pays or reimburses you for any relocation costs or costs associated with Other Assistance Programs, you agree to repay such sums to Cerner in accordance with the terms of the policy in effect at the time of the reimbursement or other payment. You further agree that Cerner may, at its discretion, deduct from your paycheck(s) and any other amounts owed to you by Cerner, any such sums required to be repaid under this provision and that you will repay Cerner any outstanding balance owed within thirty (30) days of your employment termination. Regardless of the duration stated herein, nothing contained in this provision shall create employment for a definite term or otherwise modify the parties "at will" relationship set forth in section 2.8. of this Agreement.

computer, mobile phone or other communication equipment used by you to conduct Cerner business during your employment with Cerner.

You further and specifically agree to abide by Cerner's internal security and privacy policies as well as all client security and privacy policies that are relevant to your position. As an Associate of a health care information technology provider, you may have access to confidential patient information, which may be protected by international, federal, state and/or local laws. You agree to maintain the confidentiality of all such confidential patient information, including but not limited to health, medical, financial or personal information, in any form, and you agree not to use any such information in any manner other than as expressly permitted by all applicable rules and regulations.

You hereby assign and transfer to Cerner, without further consideration, your entire right, title and interest in and to all such Work Product including any patents, copyrights, trade secrets, trademarks and other intellectual property rights in the same. If for any reason any Work Product would not be considered a work made for hire under applicable law, you hereby assign and transfer to Cerner, the entire right, title and interest in and to the Work Product and all intellectual property rights in the Work Product. You hereby waive any and all moral rights and similar rights of copyright holders in other countries, including but not limited to rights of attribution and integrity or equivalent right, which you would otherwise have in any Work Product.

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, copyright, trademark or other intellectual property right, in all countries, for any Work Product assigned by this Agreement. You also agree to assist Cerner or its nominee in every reasonable way, both during and after your time of employment at Cerner, in vesting and defending title to the Work Product in and for Cerner, in any and all countries, including the obtainment and preservation of patents, copyrights, trade secrets, trademarks and other intellectual property rights.

This section does not apply to your solutions and ideas which do not relate directly to the business of Cerner or to Cerner's actual or demonstrably anticipated research or development, and which are developed entirely on your own time.

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 Solution 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.

C.    If you have worked for Cerner in a consulting or other non-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 Organization and from you that you will not render services directly or indirectly in connection with any Conflicting Solution.

D.    Notwithstanding the foregoing, nothing contained in this section 6 shall prohibit you (after your termination of employment with Cerner) from taking a position with a general consulting organization whose only Conflicting Solution is the provision of consulting services to the health care industry, so long as you personally do not thereby provide or assist in providing consulting services to a Client with respect to any Conflicting Solution.

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, any employee of a Cerner Client company, or in any way assist or facilitate any such employment, solicitation or retention effort.

You agree that both during your employment with Cerner and after termination of your employment with Cerner you will never make recklessly or maliciously false accusations or remarks in any form, including written, oral, or electronic form, for the purpose of disparaging Cerner's solutions or services.

brochures, magazines, journals and films or videotapes) by Cerner and Cerner Clients.

This Employment Agreement is executed this 30 day of Nov, 2012

ASSOCIATE means a Cerner employee.

CAUSE includes, without limitation, your dishonesty, illegal conduct or breach of Cerner's policies or this Agreement.

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.

CERNER PROPERTY means the various items of Cerner property and equipment assigned to you to help you carry out your Cerner responsibilities, including but not limited to keys, credit cards, access cards, Cerner Confidential Information, laptops, computer related and other office equipment, mobile telephone, pagers and/or other computer or communication devices.

CLIENT means any actual or potential customer or licensee of Cerner.

CONFIDENTIAL INFORMATION means Cerner, Client and Supplier trade secrets, and proprietary information, Cerner, Cerner Associate, Client, and Supplier information which is not generally known, and is proprietary or confidential to Cerner Corporation or to Cerner Associates, Clients or Suppliers. 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, computer software in source code, object or other form, working papers, Client and Supplier lists, marketing and sales materials not otherwise available to the general public, sales activity information, computer programs and software, compensation plans, your personal compensation or performance evaluations (specifically, no Associate may disclose Cerner compensation structures or bonus programs with Conflicting Organizations, in addition, Associates in supervisory or managerial roles may not disclose their personal compensation or their performance evaluations with anyone other than their manager or with Cerner Human Resources), patient information and other client-related data, and all other non-public information of Cerner and its Associates, Clients and Suppliers. CONFIDENTIAL INFORMATION shall not include any information that has been voluntarily disclosed to the public by Cerner (except where such public disclosure has been made by you without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.

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 Solution.

CONFLICTING SOLUTION means any solution, product, process or service which is the same as, similar to, or competes with any Cerner solution, 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.

OTHER ASSISTANCE PROGRAMS means programs in which Cerner may pay or reimburse you for certain reasonable costs incurred by you which may 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, relocation assistance, specialty external training, and immigration assistance. Cerner reserves the right to establish future assistance programs which shall be considered as Other Assistance Programs for purposes of section 2.C. of this Agreement.

SUPPLIER means any actual or potential licensor, vendor, supplier, contractor, agent, consultant or other purveyor of Cerner solutions, products, processes or services.

WORK PRODUCT means discoveries, inventions, computer programs, improvements, data, works of authorship, designs, methods, ideas, solutions and other work product (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 involves 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.

The following documents, if noted, are incorporated as attachments to this Employment Agreement.

I represent that I have complied with and will continue to comply with all of the provisions of the Cerner Associate Employment Agreement entered into between Cerner Corporation and me on the _______ day of ___________, 20____, ("Employment Agreement”) including without limitation, compliance with the following:

1.    Confidentiality: I have not improperly disclosed or otherwise misused any Confidential Information as defined in my Employment

Agreement. I understand that upon my termination of employment with Cerner, I am not permitted to take or utilize any Cerner Confidential Information acquired by me in the course of my employment with Cerner and that I will forever maintain the confidentiality of the Confidential Information as defined in the Employment Agreement.

I certify that as of my termination date, I have returned and/or destroyed (at Cerner's direction} all Confidential Information, which was previously in my possession.

2.    Non-competition: I understand and agree to honor my contractual obligations with respect to non-competition, as specifically set

forth in my Employment Agreement under section 6 of my Employment Agreement. If I have accepted employment with a Conflicting Organization or if I am pursuing employment with a Conflicting Organization, I have disclosed the noncompete terms found in section 6 to the Conflicting Organization and I have disclosed the name of the Conflicting Organization and my new job responsibilities to Cerner as required under section 2.C.

3.    Non-solicitation: I understand and agree to honor my contractual obligations, as specifically set forth in my Employment Agreement,

not, on behalf of myself or others, to employ, solicit for employment or otherwise seek to employ or retain any Cerner Associate, or any employee of a Cerner client company, or in any way assist or facilitate any such employment, solicitation or retention effort.

4.    Work Product: I understand and agree to honor my contractual obligations to disclose to Cerner all Work Product developed, authored,

conceived or reduced to practice, in whole or in part, by me as covered by my Employment Agreement and to honor the other terms and conditions set forth in section 4.

5.    Cerner Property: I do not have in my possession, nor have I taken with me or failed to return, any Cerner Property as defined in my

Employment Agreement. Without limiting other recovery options, failure to return such Cerner Property will result in any vacation pay that is due to me under the terms of Cerner's vacation policy to be withheld until the return to Cerner of all such Cerner Property.

6.    Surviving Terms: I understand that, with regard to all provisions of my Employment Agreement relating to, without limitation, Confidential

Information, non-competition, non-solicitation and Work Product, shall not cease as of this termination but shall continue in full force and effect in perpetuity or as otherwise indicated within my Employment Agreement.

1. This Attachment IV is incorporated and made a part of the Employment Agreement between Donald Trigg and Cerner Corporation ("Cerner'') effective on the_ day of 2012 (the "Agreement"). Capitalized terms used in this Attachment IV have the same definition as when used in the Agreement unless otherwise indicated below. The terms "you" and "your" and similar terms shall refer to Donald Trigg.

2. The terms of this Attachment IV shall be controlling in the event of any conflict or inconsistency between the terms of this Attachment IV, on the one hand, and the terms of the Agreement, the offer letter provided to you by Cerner, or the Cerner Enhanced Severance Pay Plan (as amended and restated on January 1, 2008) (such severance plan, the "Current Severance Plan"), on the other hand.

3. You are considered an "Eligible Associate" for purposes of the Current Severance Plan, and you shall be eligible for "Severance Benefits" (as defined in the Current Severance Plan) ("Severance Benefits") in accordance with the terms of the Current Severance Plan as modified by this Attachment IV. For purposes of computing your level of Severance Benefits, you shall be credited with seven (7) additional "Years of Service" (as defined in the Current Severance Plan), representing your prior service with Cerner prior to the date you commence employment under the Agreement. Such service crediting shall be in addition to your Years of Service credited under the Current Severance Plan attributable to your service under the Agreement. The Current Severance Plan may be amended or terminated at any time in Cerner's sole discretion. In the event of any such amendment or termination, you will be treated no less favorably than any other Eligible Associate under the plan.

4. Notwithstanding the non-competition provisions of Section 6 of the Agreement, in the event of your termination of employment with Cerner other than for cause, Cerner will work with you in good faith as you seek future employment and will make reasonable efforts not to prohibit you from accepting employment with a Conflicting Organization so long as you do not, in any way, breach your nondisclosure obligations under Section 3 of the Agreement.

5. So long as your performance is satisfactory and/or you are not rated as Needs Development during any annual review cycle, your initial base salary may be increased but not decreased (without your consent and agreement) during the first 24 months of your employment with Cerner.

6. You will be granted the equity grants summarized in the table under "Equity" set forth in your offer letter and such equity grants will vest in accordance with the applicable schedule. Cerner has provided you with copies of the form grant instruments which govern such equity grants.