DC8327.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing








	
Exhibit 10.2







	
DAYSTAR TECHNOLOGIES, INC.

STOCK OPTION GRANT
NOTICE







DayStar Technologies, Inc. (the “Company”), hereby grants to the Optionholder set forth below an option to purchase the number of shares of the
Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Option Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein in their
entirety.

	
                                          Optionholder: 
		
 		
Magnus Ryde 
	
	
                                          Date of Grant: 
		
 		
February 15, 2010 
	
	
                                          Number of Shares Subject to Option: 
		
 		
5,000,000 
	
	
                                          Exercise Price (Per Share): 
		
 		
FMV (market closing price on 2-16-10) 
	
	
                                          Total Exercise Price: 
		
 		
 
	
	
                                          Expiration Date: 
		
 		
February 15, 2020 
	
	


		
		


	
	
 
	
	
                      Type of Grant: 
		
 		
Nonstatutory Stock Option 
		
 		
 
	
	
                      Exercise Schedule: Same as Vesting Schedule 
		
 		
 
	
	
                      Vesting: 
		
 		
Options to purchase 1,500,000 shares are vested as of the date of grant and 
	
	
 
		
 		
options to purchase an additional 1,500,000 shares shall become vested on 
	
	
 
		
 		
December 31, 2010. An option to purchase additional shares shall vest upon 
	
	
 
		
 		
the achievement of the performance threshold set forth below: 
	
	
 
		
 		
Additional Shares Vested 
		
 		
Performance Threshold 
	
	
 
		
 		
2,000,000 
		
 		
Capital raise of at least $20,000,000 
	
	
 
	
	
 
		
 		
Vesting will be accelerated upon the occurrence of a change of control as 
	
	
 
		
 		
defined in your employment agreement. 
	
	
Payment: 
		
 		
By one or a combination of the following items (described in the Option 
	
	
 
		
 		
Agreement): 
		
 		
 
	



	
·      		
By cash, check bank draft or money order payable to the Company	
	 
	
·      		
Pursuant to a Regulation T Program if the shares are publicly traded	
	 
	
·      		
Subject to the Company’s consent at the time of exercise, by delivery of already-owned shares	
	 
	
·      		
Subject to the Company’s consent at the time of exercise, by a “net exercise” arrangement	
	 



Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice and the Option Agreement. Optionholder further
acknowledges that as of the Date of Grant, Optionholder’s employment agreement, this Stock Option Grant Notice and the Option Agreement set forth the entire


	
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BOS 46,581,777v5











	
Exhibit 10.2







understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject.

	
DAYSTAR TECHNOLOGIES,
INC. 
		
 		
OPTIONHOLDER: 
	
	
By: 
		
 		
 
		
 		
By: 
	
	


		
		


		
		


	
	
 
		
 		
                                Signature 
		
 		
                                                    Signature 
	
	
Name: Peter A. Lacey 
		
 		
Name: Magnus Ryde 
	
	


		
		
	
	
Title: 
		
 		
Chairman 
		
 		
Date: 
	
	


		
		


		
		
	
	
Date: 
		
 		
February 15, 2010 
		
 		
 
	
	


		
		


		
		
	




	
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BOS 46,581,777v5