EX-10.2






Exhibit 10.2




VIASPACE INC.

2005 NON-EMPLOYEE DIRECTOR OPTION PROGRAM




ARTICLE I

ESTABLISHMENT AND PURPOSE OF THE PROGRAM




1.01 Establishment of Program



The VIASPACE Inc. 2005 Non-Employee Director Option Program (the “Program”) is adopted pursuant to
the VIASPACE Inc. 2005 Stock Incentive Plan (the “Plan”) and, in addition to the terms and
conditions set forth below, is subject to the provisions of the Plan.



1.02 Purpose of Program



The purpose of the Program is to enhance the ability of the Company to attract and retain directors
who are not Employees (“Non-Employee Directors”) through a program of automatic Option grants.



1.03 Effective Date of the Program



The Program is effective as of October 20, 2005 (the “Effective Date”).



ARTICLE II

DEFINITIONS




Capitalized terms in this Program, unless otherwise defined herein, have the meaning given to them
in the Plan.



ARTICLE III

OPTION TERMS




3.01 Date of Grant and Number of Shares



A Non-Qualified Stock Option to purchase 125,000 shares of Common Stock shall be granted (the
“Initial Grant”) to each Non-Employee Director, such Initial Grant to be made (a) to the
then-existing Non-Employee Directors upon the Effective Date and (b) to other Non-Employee
Directors elected or appointed to the Board after the Effective Date upon the date each such
Non-Employee Director first becomes a Non-Employee Director.


In addition, on the first business day of each fiscal year, commencing with the fiscal year
beginning January 1, 2006, each Non-Employee Director who continues as a Non-Employee Director
following such annual meeting shall be granted a Non-Qualified Stock Option to purchase 50,000
shares of Common Stock (a “Subsequent Grant”); provided that no Subsequent Grant shall be made to
any Non-Employee Director who has not served as a director of the Company, as of the time of such
annual meeting, for at least six (6) months. Each such Subsequent Grant shall be made on the date
of the annual stockholders’ meeting in question.



3.02 Vesting



Each Option under the Program shall vest and become exercisable as to one-quarter (1/4) of the
shares of Common Stock subject to the Option at the end of the first full fiscal quarter for which
the Non-Employee Director served as a director of the Company and an additional one-quarter (1/4)
of the shares of Common Stock subject to the Option shall vest at the end of each subsequent full
fiscal quarter for which the Non-Employee Director served as a director of the Company thereafter,
such that the Option will be fully exercisable four full fiscal quarters after its date of grant.



3.03 Exercise Price



The exercise price per share of Common Stock of each Initial Grant and Subsequent Grant shall be
one hundred percent (100%) of the Fair Market Value per Share on the date of grant.



3.04 Corporate Transaction/Change in Control



(a) In the event of a Corporate Transaction, each Option which is at the time outstanding under the
Program automatically shall become fully vested and exercisable immediately prior to the effective
date of such Corporate Transaction. Effective upon the consummation of the Corporate Transaction,
all outstanding Options under the Program shall terminate. However, all such Options shall not
terminate if the Options are, in connection with the Corporate Transaction, assumed by the
successor corporation or Parent thereof.



(b) In the event of a Change in Control (other than a Change in Control which also is a Corporate
Transaction), each Option which is at the time outstanding under the Program automatically shall
become fully vested and exercisable, immediately prior to the specified effective date of such
Change in Control. Each such Option shall remain so exercisable until the expiration or sooner
termination of the applicable Option term.



3.05 Other Terms



The Administrator shall determine the remaining terms and conditions of the Options awarded under
the Program.