UP TO
THE DATE OF HIS DEATH.
5.3
IN THE EVENT EXECUTIVE IS DISABLED, EXECUTIVE SHALL BE ENTITLED TO
RECEIVE SUCH DISABILITY BENEFITS AS WOULD APPLY TO OTHER SENIOR EXECUTIVES IN
THE COMPANY, SUBJECT TO THE TERMS AND CONDITIONS OF ANY SUCH COMPANY DISABILITY
PROGRAM.
5.4
THE TERM "COMPLETELY DISABLED" AS USED IN THIS AGREEMENT SHALL MEAN
THE INABILITY OF EXECUTIVE TO PERFORM HIS DUTIES UNDER THIS AGREEMENT BECAUSE HE
HAS BECOME PERMANENTLY DISABLED WITHIN THE MEANING OF ANY POLICY AND DISABILITY
INCOME INSURANCE COVERING EXECUTIVES OF THE COMPANY THEN IN FORCE.
IN THE EVENT
THE COMPANY HAS NO POLICY OF DISABILITY INCOME INSURANCE COVERING EXECUTIVES OF
THE COMPANY IN FORCE WHEN EXECUTIVE BECOMES DISABLED, THE TERM "COMPLETELY
DISABLED" SHALL MEAN THE INABILITY OF EXECUTIVE TO PERFORM HIS NORMAL AND
CUSTOMARY DUTIES UNDER THIS AGREEMENT FOR A TOTAL OF FOUR (4) CONSECUTIVE MONTHS
BY REASON OF ANY INCAPACITY, PHYSICAL OR MENTAL, BASED UPON MEDICAL ADVICE OR AN
OPINION PROVIDED BY A LICENSED PHYSICIAN, ACCEPTABLE TO THE COMPANY IN ITS SOLE
DISCRETION, DETERMINES TO HAVE INCAPACITATED EXECUTIVE FROM SATISFACTORILY
PERFORMING ALL OF HIS USUAL SERVICES FOR THE COMPANY DURING THE FORESEEABLE
FUTURE.
THE ACTION OF THE COMPANY SHALL BE FINAL AND BINDING AND THE DATE SUCH
ACTION IS TAKEN SHALL BE THE DATE OF SUCH COMPLETE DISABILITY FOR PURPOSES OF
THIS AGREEMENT, AND UPON SUCH DATE THIS AGREEMENT SHALL BECOME NULL AND VOID AND
OF NO FURTHER FORCE AND EFFECT.
6.
Proprietary and Confidential
Information.
6.1
PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT.
EXECUTIVE REPRESENTS AND WARRANTS THAT HE HAS EXECUTED AND DELIVERED TO THE
COMPANY THE COMPANY'S EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT
AGREEMENT, ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE.
EXECUTIVE WILL
NOT DISCLOSE, NOR USE IN THE PERFORMANCE OF HIS RESPONSIBILITIES AT DIGIRAD, ANY
TRADE SECRET OR OTHER CONFIDENTIAL INFORMATION OF ANY FORMER EMPLOYER, UNLESS HE
FIRST OBTAINS WRITTEN AUTHORIZATION FOR ITS DISCLOSURE AND USE.
6.2
PRESERVATION AND RETURN OF PROPERTY.
EXECUTIVE WILL EXERCISE
REASONABLE CARE, CONSISTENT WITH GOOD BUSINESS JUDGMENT TO PRESERVE IN GOOD
WORKING ORDER, SUBJECT TO REASONABLE WEAR AND TEAR FROM AUTHORIZED USAGE, AND TO
PREVENT LOSS OF, ANY EQUIPMENT, INSTRUMENTS OR ACCESSORIES OF THE COMPANY IN HIS
CUSTODY FOR THE PURPOSE OF CONDUCTING THE BUSINESS OF THE COMPANY.
UPON
REQUEST, EXECUTIVE WILL PROMPTLY SURRENDER THE SAME TO THE COMPANY AT THE
CONCLUSION OF HIS EMPLOYMENT, OR IF NOT SURRENDERED, EXECUTIVE WILL ACCOUNT TO
THE COMPANY TO ITS REASONABLE SATISFACTION AS TO THE PRESENT LOCATION OF ALL
SUCH INSTRUMENTS OR ACCESSORIES AND THE BUSINESS PURPOSE FOR THEIR PLACEMENT AT
SUCH LOCATION.
AT THE CONCLUSION OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, HE
AGREES TO RETURN SUCH INSTRUMENTS OR ACCESSORIES TO THE COMPANY OR TO ACCOUNT
FOR SAME TO THE COMPANY'S REASONABLE SATISFACTION.
6
6.3
NO INCONSISTENT AGREEMENTS.
EXECUTIVE AFFIRMS THAT HE HAS NO
AGREEMENT WITH ANY OTHER PARTY THAT WOULD PRECLUDE HIS COMPLIANCE WITH ANY
OBLIGATIONS UNDER THIS AGREEMENT.
7.
Assignment and Binding Effect.
7.1
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT