Form of 2011 Inducement Stock Incentive Plan Restricted Stock Unit Agreement



 Exhibit 10.3 
 DIGIRAD CORPORATION 
 2011 INDUCEMENT STOCK INCENTIVE PLAN 

RESTRICTED STOCK UNIT AGREEMENT 
 NOTICE OF GRANT OF RESTRICTED STOCK UNITS 
 Unless otherwise defined herein,
the terms defined in the 2011 Inducement Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Restricted Stock Units (the “Notice of Grant”) and Terms and Conditions of Restricted Stock
Units, attached hereto as Exhibit A (together, the “Agreement”). 
  

							
	Participant:	  	 	  		  	
				
	Address:	  	 	  		  	
				
		  	 	  		  	

 As an inducement material to Participant’s decision to accept employment with Digirad Corporation
(the “Company”), Participant has been granted an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Agreement, as follows: 

 

					
	Date of Grant	  	 	  	
			
	Number of Restricted Stock Units	  	 	  	

 Vesting Schedule: 
 Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: 

25% of the Restricted Stock Units subject to the Award will vest on the first year anniversary of the Date of
Grant (“Cliff Period”), and thereafter 1/12th of the
remaining 75% of the grant of Restricted Stock Units will vest on the first day of each calendar quarter following the Cliff Period until the Restricted Stock Units are completely vested, but no later than the fourth anniversary of the Date of
Grant, subject to Participant continuing to be a Service Provider through each such date. 
 In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and Participant’s right to acquire any
Shares hereunder will immediately terminate. 

  
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 By Participant’s signature and the signature of Company’s authorized
representative below, Participant and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and this Agreement. Participant has reviewed the Plan and this Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of
the Administrator upon any questions relating to the Plan and Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. 

 

					
	PARTICIPANT	  		  	DIGIRAD CORPORATION
			
	  
	  		  	  

	Signature	  		  	By
			
	  
	  		  	  

	Print Name	  		  	Print Name/Title


  
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 EXHIBIT A 

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS 
 1. Grant. The Company hereby grants to the Participant named in the Notice of Grant (the “Participant”) under the Plan the number of Restricted Stock Units indicated in the Notice of
Grant, subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by reference. Subject to Section 13(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the
terms and conditions of this Agreement, the terms and conditions of the Plan will prevail. 
 2.
Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Sections 3 or 4 or
Section 11 of the Plan, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the
Company, payable (if at all) only from the general assets of the Company. Any Restricted Stock Units that vest in accordance with Sections 3 or 4 will be paid to Participant (or in the event of Participant’s death, to his or her properly
designated beneficiary or estate) in whole Shares, subject to Participant satisfying any applicable tax withholding obligations as set forth in this Agreement. Subject to the provisions of Section 4 of these Terms and Conditions, such vested
Restricted Stock Units shall be paid in Shares as soon as practicable after vesting, and in no event later than the tenth
(10th) business day following the applicable vesting
date. 
 3. Vesting Schedule. Except as provided in Sections 4 and 11 of these Terms and Conditions, and Section 11
of the Plan, and subject to Section 5 of these Terms and Conditions, the Restricted Stock Units awarded by this Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Restricted Stock Units scheduled to
vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant
until the date such vesting occurs. 
 4. Administrator Discretion. The Administrator, in its discretion, may accelerate
the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the
date specified by the Administrator. 
 Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting
of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service”
within the meaning of Section 409A, as determined by the Company), other than due to death, and if (i) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service
Provider, and (ii) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s
termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of 

  
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Participant’s termination as a Service Provider, unless the Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in
Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this
Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, “Section 409A” means
Section 409A of the Internal Revenue Code of 1986, as amended, and any proposed, temporary, or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time. 

5. Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Agreement, the
balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason will be forfeited and automatically transferred to and reacquired by the Company at no cost to the
Company and Participant’s right to acquire any Shares hereunder will immediately terminate. 
 6. Death of
Participant. Any distribution or delivery to be made to Participant under this Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, provided such beneficiary has been designated prior to
Participant’s death in a form acceptable to the Administrator or, if no such beneficiary has been designated or survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with:
(i) written notice of his or her status as transferee, and (ii) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 

7. Withholding of Taxes. When the Restricted Stock Units vest, the Company (or the employing Parent or Subsidiary) will have the
right in its sole discretion to withhold a portion of the Shares that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or
the employing Parent or Subsidiary) with respect to the Shares, if any, unless the Company, in its sole discretion, requires the Participant to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising
of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided for any value of the Shares withheld in excess of the tax obligation as a result of
such rounding, all pursuant to such procedures as the Administrator may specify from time to time. 
 Notwithstanding any
contrary provision of this Agreement, no Shares will be issued unless and until all income, employment, and other taxes which the Company determines must be withheld or collected with respect to such Shares have been withheld. In addition and to the
maximum extent permitted by law, the Company (or the employing Parent or Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a sufficient value to satisfy any tax withholding
obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Restricted Stock Units and any Shares delivered in payment thereof are the sole
responsibility of the Participant. 

  
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 8. Rights as Stockholder. Neither Participant nor any person claiming under or
through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) will have been
issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation, and delivery, Participant will have
all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. 
 9. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A
SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OF RESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE
PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
 10. Address for Notices. Any notice to be given to the Company under
the terms of this Agreement will be addressed to the Company, in care of its Secretary, at 13950 Stowe Drive, Poway, CA 92064, or at such other address as the Company may hereafter designate in writing. 

11. Changes in Restricted Stock Units. In the event that as a result of a stock or extraordinary cash dividend, stock split,
distribution, reclassification, recapitalization, combination of Shares, or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, or other corporate transaction or event, the Restricted
Stock Units will be increased, reduced, or otherwise affected, and by virtue of any such event the Participant will in his or her capacity as owner of unvested Restricted Stock Units which have been awarded to him or her (the “Prior Restricted
Stock Units”) be entitled to new or additional or different shares of stock, cash, or other securities or property (other than rights or warrants to purchase securities); such new or additional or different shares, cash, or securities or
property will thereupon be considered to be unvested Restricted Stock Units and will be subject to all of the conditions and restrictions that were applicable to the Prior Restricted Stock Units pursuant to this Agreement and the Plan. If the
Participant receives rights or warrants with respect to any Prior Restricted Stock Units, such rights or warrants may be held or exercised by the Participant, provided that until such exercise any such rights or warrants and after such exercise any
shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Restricted Stock Units and will be subject to all of the conditions and restrictions which were applicable to the Prior Restricted Stock
Units pursuant to the Plan and this Agreement. The 

  
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Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash, or securities, rights or warrants to
purchase securities or shares or other securities acquired by the exercise of such rights or warrants; provided, however, that the payment of such new or additional awards shall be made at the same time or times as if such awards had vested in
accordance with the vesting schedule set forth on the first page of this Agreement (whether or not the Participant remains employed by the Company or by one of its Affiliates as of such date(s)). 

12. Grant is Not Transferable. Except to the limited extent provided in Section 6 of these Terms and Conditions, this grant
and the rights and privileges conferred hereby will not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment, or similar process. Upon
any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment, or similar process, this grant and the rights and
privileges conferred hereby immediately will become null and void. 
 13. Binding Agreement. Subject to the limitation on
the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors, and assigns of the parties hereto. 

14. Restrictions on Sale of Securities. The Shares issued as payment for vested Restricted Stock Units under this Agreement will
be registered under U.S. federal securities laws and will be freely tradable upon receipt. However, Participant’s subsequent sale of the Shares may be subject to any market blackout-period that may be imposed by the Company and must comply with
the Company’s insider trading policies, and any other applicable securities laws. 
 15. Additional Conditions to
Issuance of Stock. The Company shall not be required to issue any certificate or certificates for Shares hereunder prior to fulfillment of all the following conditions: (i) the admission of such Shares to listing on all stock exchanges on
which such class of stock is then listed; (ii) the completion of any registration or other qualification of such Shares under any U.S. state or federal law, or under the rulings or regulations of the Securities and Exchange Commission, or any
other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (iii) the obtaining of any approval or other clearance from any U.S. state or federal governmental agency, which the
Administrator shall, in its absolute discretion, determine to be necessary or advisable; and (iv) the lapse of such reasonable period of time following the date of vesting of the Restricted Stock Units as the Administrator may establish from
time to time for reasons of administrative convenience. 
 15. Plan Governs. This Agreement is subject to all terms and
provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Agreement will have
the meaning set forth in the Plan. 
 16. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules 

  
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(including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Administrator
in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator or advisor thereto will be personally liable for any action, determination or interpretation made in good faith
with respect to the Plan or this Agreement. 
 17. Electronic Delivery. The Company may, in its sole discretion, decide
to deliver any documents related to Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic
means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the
Company. 
 18. Captions. Captions provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement. 
 19. Agreement Severable. In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, the remaining provisions of this Agreement will continue in full force and effect. 

20 Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered.
Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the parties agree to work in good faith to revise this Agreement as necessary or advisable to comply with
Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units. 
 21. Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has
received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. 

22. Governing Law. This Agreement shall be governed by the laws of the State of California, without giving effect to the conflict
of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Units or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree
that such litigation shall be conducted in the courts of San Diego County, California, or the federal courts for the United States for the Southern District of California, and no other courts, where this Award of Restricted Stock Units is
made and/or to be performed. 

  
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