Form of 2011 Inducement Stock Incentive Plan Stock Option Agreement



 Exhibit 10.2 
 DIGIRAD CORPORATION 
 2011 INDUCEMENT STOCK INCENTIVE PLAN 

NOTICE OF STOCK OPTION AWARD 
  

					
	 Grantee’s Name:
	 	Type of Options	 	Non-Qualified
	 Date of Award
	 	Vesting Commencement Date	 	
	 Expiration Date
	 	Post-Termination Exercise Period	 	
	 Exercise Price per Share
	 	Number of Stock Options Granted	 	

 You (the “Grantee”) have been granted, as an inducement material to your decision to accept
employment with Digirad Corporation (the “Company”) an option to purchase shares of Common Stock, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the Digirad Corporation 2011 Inducement
Stock Incentive Plan (the “Plan”) and the Stock Option Award Agreement (the “Option Agreement”) attached and incorporated into this Notice. Unless otherwise defined in the Option Agreement, capitalized terms shall have the
meaning defined in the Plan. 
 Vesting Schedule: 
 Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice, the Plan, and the Option Agreement, the Option to purchase Shares may be exercised, in whole or in part, in
accordance with the following schedule: 
 25% of the Shares subject to the Option shall vest on the first anniversary of the
Vesting Commencement Date, and, thereafter, the remaining 75% of the Options will vest in 1/36 monthly increments until the options are completely vested on the fourth anniversary of the Vesting Commencement Date, as long as Grantee is in Continuous
Service with the Company. 
 In the event of termination of the Grantee’s Continuous Service for Cause, the Grantee’s right to
exercise the Option shall terminate concurrently with the termination of the Grantee’s Continuous Service. 
 IN WITNESS WHEREOF, the
Company and the Grantee have executed this Notice and agree that the Option is to be governed by the terms and conditions of this Notice, the Plan, and the Option Agreement. 

Digirad Corporation, 
 a Delaware corporation 

By:                   
                                         
                     
 Title: President and CEO 
 Grantee acknowledges receipt of a copy of the Plan and the Option
Agreement attached to this Notice, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Option subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice,
the Plan, and the Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan, and the Option Agreement. The Grantee hereby
specifically agrees that all questions of interpretation and administration relating to this Notice, the Plan and the Option Agreement shall be resolved by the Plan Administrator in accordance with Section 14 of the Option Agreement. The
Grantee further specifically agrees to the venue selection, the waiver of a jury trial and the acknowledgements in Sections 15 and 16 of the Option Agreement. 
  

	 Dated:
                                        

	
Grantee Signature:                   
                                         
                          


  

  
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 DIGIRAD CORPORATION 2011 INDUCEMENT STOCK INCENTIVE PLAN 

STOCK OPTION AWARD AGREEMENT 
 1. Grant of Option. Digirad Corporation, a Delaware corporation (the “Company”), hereby grants to the Grantee named in the Notice of Stock Option Award (the “Notice”), an option
to purchase (the “Option”) the Total Number of Shares of Common Stock (the “Shares”) subject to the Option set forth in the Notice, at the Exercise Price per Share set forth in the Notice (the “Exercise Price”) subject
to the terms and provisions of the Notice, this Stock Option Award Agreement (the “Option Agreement”), and the Company’s 2011 Inducement Stock Incentive Plan (the “Plan”), which are incorporated herein by reference. Unless
otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. 
 The
Option is intended to qualify as a Non-Qualified Stock Option and not as an Incentive Stock Option as defined in Section 422 of the Code. 
 2. Exercise of Option. 
 (a) Right to Exercise. The Option shall be
exercisable during its term in accordance with the Vesting Schedule set out in the Notice and with the applicable provisions of the Plan and this Option Agreement. The Option shall be subject to the provisions of Section 11 of the
Plan relating to the exercisability or termination of the Option in the event of a Corporate Transaction or Change in Control. The Grantee shall be subject to reasonable limitations on the number of requested exercises during any monthly or weekly
period as determined by the Administrator. In no event shall the Company issue fractional Shares. 
 (b) Method of
Exercise. The Option shall be exercisable pursuant to the procedure specified from time to time by the Administrator, which shall state the election to exercise the Option, the whole number of Shares in respect of which the Option is being
exercised, and such other provisions as may be required by the Administrator. The exercise notice shall be delivered in person, by certified mail, or by such other method (including electronic transmission) as determined from time to time by the
Administrator, to the Company accompanied by payment of the Exercise Price. The Option shall be deemed to be exercised upon receipt by the Company of such notice accompanied by the Exercise Price, which, to the extent selected, shall be deemed to be
satisfied by use of the broker-dealer sale and remittance procedure to pay the Exercise Price provided in Section 3(d), below. 
 (c) Taxes. No Shares will be delivered to the Grantee or other person pursuant to the exercise of the Option until the Grantee or other person has made arrangements acceptable to the Administrator
for the satisfaction of applicable income tax and employment tax withholding obligations, including, without limitation, such other tax obligations of the Grantee incident to the receipt of Shares. Upon exercise of the Option, the Company or the
Grantee’s employer may offset or withhold (from any amount owed by the Company or the Grantee’s employer to the Grantee) or collect from the Grantee or other person an amount sufficient to satisfy such tax withholding obligations.


  
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 3. Method of Payment. Payment of the Exercise Price shall be made by any of the
following, or a combination thereof, at the election of the Grantee; provided, however, that such exercise method does not then violate any Applicable Law and, provided further, that the portion of the Exercise Price equal to the par value of the
Shares must be paid in cash or other legal consideration permitted by the Delaware General Corporation Law: 
 (a) cash;

 (b) check; 
 (c) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require which have a Fair Market Value on the date of surrender or
attestation equal to the aggregate Exercise Price of the Shares as to which the Option is being exercised, provided, however, that Shares acquired under the Plan or any other equity compensation plan or agreement of the Company must have been held
by the Grantee for a period of more than six (6) months (and not used for another Award exercise by attestation during such period); or 
 (d) payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee: (i) shall provide written instructions to a Company-designated brokerage firm to effect the immediate
sale of some or all of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise price payable for the purchased Shares, and (ii) shall provide written directives to the Company to deliver the certificates
for the purchased Shares directly to such brokerage firm in order to complete the sale transaction. 
 4. Restrictions on
Exercise. The Option may not be exercised if the issuance of the Shares subject to the Option upon such exercise would constitute a violation of any Applicable Laws. If the exercise of the Option within the applicable time periods set forth in
Section 6, 7, and 8 of this Option Agreement is prevented by the provisions of this Section 4, the Option shall remain exercisable until one (1) month after the date the Grantee is notified by the Company that the Option is
exercisable, but in any event no later than the Expiration Date set forth in the Notice. 
 5. Leave of Absence. During
any authorized leave of absence, the vesting of the Option as provided in the Notice shall be suspended after the leave of absence exceeds a period of ninety (90) days. Vesting of the Option shall resume upon the Grantee’s termination of
the leave of absence and return to service to the Company. The Vesting Schedule of the Option shall be extended by the length of the suspension. 
 6. Termination or Change of Continuous Service. In the event the Grantee’s Continuous Service terminates, other than for Cause, the Grantee may, but only during the Post-Termination Exercise
Period, exercise the portion of the Option that was vested at the date of such termination (the “Termination Date”). The Post-Termination Exercise Period shall commence on the Termination Date. In the event of termination of the
Grantee’s Continuous Service for Cause, the Grantee’s right to exercise the Option shall, except as otherwise determined by the Administrator, terminate concurrently with the termination of the Grantee’s Continuous Service (also the
“Termination Date”). In no event, however, shall the Option be 

  
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exercised later than the Expiration Date set forth in the Notice. In the event of the Grantee’s change in status from Employee, Director or Consultant to any other status of Employee,
Director or Consultant, the Option shall remain in effect. In the event of the Grantee’s change in status from Employee to Director or Consultant, vesting of the Option shall continue only to the extent determined by the Administrator as of
such change in status. Except as provided in Sections 7 and 8 below, to the extent that the Option was unvested on the Termination Date, or if the Grantee does not exercise the vested portion of the Option within the Post-Termination Exercise
Period, the Option shall terminate. In the event of the Grantee’s change in status from Employee to Consultant or from an Employee whose customary employment is 20 hours or more per week to an Employee whose customary employment is fewer
than 20 hours per week, vesting of the Option shall continue only to the extent determined by the Administrator as of such change in status. 
 7. Disability of Grantee. In the event the Grantee’s Continuous Service terminates as a result of his or her Disability, the Grantee may, but only within twelve (12) months commencing on
the Termination Date (but in no event later than the Expiration Date), exercise the portion of the Option that was vested on the Termination Date. To the extent that the Option was unvested on the Termination Date, or if the Grantee does not
exercise the vested portion of the Option within the time specified herein, the Option shall terminate. 
 8. Death of
Grantee. In the event of the termination of the Grantee’s Continuous Service as a result of his or her death, or in the event of the Grantee’s death during the Post-Termination Exercise Period or during the twelve (12) month
period following the Grantee’s termination of Continuous Service as a result of his or her Disability, the person who acquired the right to exercise the Option pursuant to Section 9 may exercise the portion of the Option that was vested at
the date of termination within twelve (12) months commencing on the date of death (but in no event later than the Expiration Date). To the extent that the Option was unvested on the date of death, or if the vested portion of the Option is not
exercised within the time specified herein, the Option shall terminate. 
 9. Transferability of Option. The Option may
not be transferred in any manner other than by will or by the laws of descent and distribution, provided, however, that the Option may be transferred during the lifetime of the Grantee to the extent and in the manner authorized by the Administrator.
Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s Option in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator. Following the death of the
Grantee, the Option, to the extent provided in Section 8, may be exercised: (a) by the person or persons designated under the deceased Grantee’s beneficiary designation, or (b) in the absence of an effectively designated
beneficiary, by the Grantee’s legal representative or by any person empowered to do so under the deceased Grantee’s will or under the then applicable laws of descent and distribution. The terms of the Option shall be binding upon the
executors, administrators, heirs, successors and transferees of the Grantee. 
 10. Term of Option. The Option must be
exercised no later than the Expiration Date set forth in the Notice or such earlier date as otherwise provided herein. After the Expiration Date or such earlier date, the Option shall be of no further force or effect and may not be exercised.


  
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 11. Tax Consequences. Set forth below is a brief summary as of the date of this
Option Agreement of some of the federal tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE GRANTEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. 
 (a) Exercise of Non-Qualified Stock Option. On
exercise of a Non-Qualified Stock Option, the Grantee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the
Exercise Price. If the Grantee is an Employee or a former Employee, the Company will be required to withhold from the Grantee’s compensation or collect from the Grantee and pay to the applicable taxing authorities an amount in cash equal to a
percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 

(b) Disposition of Shares. In the case of a Non-Qualified Stock Option, if Shares are held for more than one year, any gain
realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. 
 12.
Entire Agreement: Governing Law. The Notice, the Plan, and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of
the Company and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and the Grantee. Nothing in the Notice, the Plan, and this
Option Agreement (except as expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties. The Notice, the Plan, and this Option Agreement are to be construed in accordance with and governed by the
internal laws of the State of California, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the
parties. Should any provision of the Notice, the Plan, or this Option Agreement be determined to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain
effective and shall remain enforceable. 
 13. Construction. The captions used in the Notice and this Option Agreement
are inserted for convenience and shall not be deemed a part of the Option for construction or interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the
term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 
 14. Administration and
Interpretation. Any question or dispute regarding the administration or interpretation of the Notice, the Plan, or this Option Agreement shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or
dispute by the Administrator shall be final and binding on all persons. 

  
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 15. Venue and Waiver of Jury Trial. The Company, the Grantee, and the Grantee’s
assignees pursuant to Section 9 (the “parties”) agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan, or this Option Agreement shall be brought in the United States District Court for the
Southern District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of San Diego) and that the parties shall submit to the jurisdiction of such court. The parties
irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A
JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 15 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and enforceable. 
 16. Acknowledgments of Grantee. THE
GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES
HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE,
NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT
NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL. 
 17. Rights as Stockholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of
the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate
promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 10 of the Plan. 

18. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon
personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid,
addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other party. 
 END OF AGREEMENT 

  
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