Form of Employee Restricted Stock Issuance Agreement



 EXHIBIT 10.21 
 DAYSTAR TECHNOLOGIES, INC. 
 RESTRICTED STOCK BONUS GRANT NOTICE 
 AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN 
 DayStar Technologies, Inc. (the “Company”), pursuant to its Amended and Restated 2006 Equity Incentive Plan (the “Plan”), hereby awards to Participant as a bonus the number of shares of the
Company’s Common Stock set forth below (“Award”). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Bonus Agreement, the Plan, the form of Assignment Separate from
Certificate and the form of Joint Escrow Instructions, all of which are attached hereto and incorporated herein in their entirety. 
  

					
	Participant:	  	  
	  	
	Date of Grant:	  	  
	  	
	Vesting Commencement Date:	  	  
	  	
	Number of Shares Subject to Award:	  	  
	  	
	Consideration:	  	Participant’s past services	  	

 Vesting
Schedule:        [                        ,] subject to the Participant’s
Continuous Service through such time. 
 Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and
agrees to, this Restricted Stock Bonus Grant Notice, the Restricted Stock Bonus Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Bonus Grant Notice, the Restricted Stock Bonus Agreement and
the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) awards previously
granted and delivered to Participant under the Plan or the Company’s 2003 Equity Incentive Plan (except that with respect to such awards, Section 9(f) of the Plan shall control), and (ii) the following agreements only: 
  

					
	 OTHER AGREEMENTS:
	  	  

		  	  


  

									
	DAYSTAR TECHNOLOGIES, INC.	 	PARTICIPANT:
				
	By:	 	  
	 		 	  

		 	Signature	 		 		 	Signature
					
	Title:	 	  
	 		 	Date:	 	  

					
	Date:	 	  
	 		 		 	

  

			
	ATTACHMENTS:	  	Restricted Stock Bonus Agreement, Amended and Restated 2006 Equity Incentive Plan, form of Joint Escrow Instructions and form of Assignment Separate from Certificate








 ATTACHMENT I 
 DAYSTAR TECHNOLOGIES, INC. 
 AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK BONUS AGREEMENT 
 Pursuant to the Restricted Stock Bonus Grant Notice (“Grant Notice”) and this Restricted Stock Bonus Agreement (collectively, the “Award”) and in consideration of your past services, DayStar
Technologies, Inc. (the “Company”) has awarded you a stock bonus under its Amended and Restated 2006 Equity Incentive Plan (the “Plan”) for the number of shares of the Company’s Common Stock
subject to the Award as indicated in the Grant Notice. Defined terms not explicitly defined in this Restricted Stock Bonus Agreement but defined in the Plan shall have the same definitions as in the Plan. 
 The details of your Award are as follows: 
 1. VESTING. Subject to the limitations contained herein, your Award will vest as provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. 
 2. NUMBER OF SHARES. The number of shares subject to your Award may be adjusted from time to time for
Capitalization Adjustments, as provided in the Plan. 
 3. SECURITIES LAW COMPLIANCE. You
may not be issued any shares under your Award unless the shares are either (i) then registered under the Securities Act or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the
Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you will not receive such shares if the Company determines that such receipt would not be in material compliance with such laws and
regulations. 
 4. RIGHT OF FIRST REFUSAL. Shares that are received under
your Award are subject to any right of first refusal that may be described in the Company’s bylaws in effect at such time the Company elects to exercise its right. 
 5. RIGHT OF REACQUISITION. 
 (a) To the extent
provided in the Company’s bylaws, as amended from time to time, the Company shall have the right to reacquire all or any part of the shares received pursuant to your Award (a “Reacquisition Right”). 
 (b) To the extent a Reacquisition Right is not provided in the Company’s bylaws, as amended from time to time, the Company shall have a
Reacquisition Right as to the shares you received pursuant to your Award that have not as yet vested in accordance with the Vesting Schedule on the Grant Notice (“Unvested Shares”) on the following terms and conditions:

 (i) The Company, shall simultaneously with termination of your Continuous Service automatically reacquire for no consideration all
of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to you or your representative (with a copy to the Escrow
Holder as defined below) within ninety (90) days after the termination of your Continuous Service, and the Escrow Holder may then release to you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive
its Reacquisition Right as to all of the Unvested Shares, then upon such termination of your Continuous Service, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. 
  

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 (ii) The shares issued under your Award shall be held in escrow pursuant to the terms of the
Joint Escrow Instructions attached to the Grant Notice as Attachment III. You agree to execute two (2) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached to the Grant Notice as
Attachment IV and deliver the same, along with the certificate or certificates evidencing the shares, for use by the escrow agent pursuant to the terms of the Joint Escrow Instructions. 
 (iii) Subject to the provisions of your Award, you shall, during the term of your Award, exercise all rights and privileges of a shareholder of
the Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be paid with respect to such shares and for purposes of exercising any voting rights
relating to such shares, even if some or all of such shares have not yet vested and been released from the Company’s Reacquisition Right. 
 (iv) If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in
such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as
the shares subject to this Reacquisition Right immediately before such event. 
 (v) In the event of a Corporate Transaction as
defined in the Plan, the Reacquisition Right may be assigned by the Company to the successor of the Company (or such successor’s parent company), if any, in connection with such transaction. To the extent the Reacquisition Right remains in
effect following such transaction, it shall apply to the new capital stock, cash or other property received in exchange for the Common Stock in consummation of the transaction, but only to the extent the Common Stock was at the time covered by such
right. 
 (vi) In addition to any other limitation on transfer created by applicable securities laws, you shall not sell, assign,
hypothecate, donate, encumber, or otherwise dispose of any interest in the Common Stock while such shares of Common Stock are subject to the Reacquisition Right or continue to be held in the Joint Escrow; provided, however, that an interest
in such shares may be transferred pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act. After any Common Stock has been released from the Joint Escrow, you shall not sell,
assign, hypothecate, donate, encumber, or otherwise dispose of any interest in the Common Stock except in compliance with the provisions herein and applicable securities laws. 
  

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 6. RESTRICTIVE LEGENDS. The shares issued under your Award shall be
endorsed with appropriate legends determined by the Company. 
 7. AWARD NOT A
SERVICE CONTRACT. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company
or an Affiliate, or on the part of the Company or an Affiliate to continue your employment. In addition, nothing in your Award shall obligate the Company or an Affiliate, their respective shareholders, boards of directors, Officers or Employees to
continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. 
 8.
WITHHOLDING OBLIGATIONS. 
 (a) At the time your Award is made, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection with your Award (the “Withholding Taxes”). The Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation
relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting you to
enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be
delivered under the Award to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates or (iv) withholding
shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of
Common Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll
taxes, that are applicable to supplemental taxable income. 
 (b) Unless the tax withholding obligations of the Company and/or any
Affiliate are satisfied, the Company shall have no obligation to issue a certificate for such shares or release such shares from any escrow provided for herein. 
 9. TAX CONSEQUENCES. The acquisition and vesting of the shares may have adverse tax consequences to you that may avoided or mitigated by filing an election under Section 83(b)
of the Internal Revenue Code, as amended (the “Code”). Such election must be filed within thirty (30) days after the date of your Award. YOU ACKNOWLEDGE THAT IT IS YOUR OWN RESPONSIBILITY, AND NOT THE COMPANY’S, TO
FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR BEHALF. 
  

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 10. NOTICES. Any notices provided for in your Award or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to
the Company. 
 11. MISCELLANEOUS. 
 (a) The rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be
enforceable by the Company’s successors and assigns. Your rights and obligations under your Award may only be assigned with the prior written consent of the Company. 
 (b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award. 
 (c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to
executing and accepting your Award and fully understand all provisions of your Award. 
 12. GOVERNING PLAN
DOCUMENT. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time
to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control. 
 13. APPLICATION OF SECTION 409A. This Award is intended to be exempt from the application of
Section 409A of the Code (“Section 409A”) pursuant to Treasury Regulation 1.409A-1(b)(6). Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of Treasury Regulation
1.409A-1(b)(6) or the short-term deferral rule and is otherwise deferred compensation subject to Section 409A, and if you are a “Specified Employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the
date of your separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the vesting and/or issuance of any shares that would otherwise be made upon the date of your separation from service or within the first
six (6) months thereafter will not be made on the originally scheduled date(s) and will instead occur in a lump sum on the date that is six (6) months and one day after the date of the separation from service, with the balance of the
shares becoming vested or issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay is necessary to avoid the imposition of taxation on you in respect of the shares under
Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). 
  

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 ATTACHMENT II 
 DAYSTAR TECHNOLOGIES, INC. 
 AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN 
  

 6. 








 ATTACHMENT III 
 JOINT ESCROW INSTRUCTIONS 
 [Date] 
 [Corporate Secretary] 
 DayStar Technologies, Inc. 
 2972 Stender Way 
 Santa Clara, CA 95054 
 Dear Sir/Madam: 
 As Escrow Agent for both DayStar
Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned recipient of stock of the Company (“Recipient”), you are hereby authorized and directed to hold the documents delivered
to you pursuant to the terms of that certain Restricted Stock Bonus Grant Notice (the “Grant Notice”), dated
                     to which a copy of these Joint Escrow Instructions is attached as Attachment III and pursuant to the terms of that certain
Restricted Stock Bonus Agreement (“Agreement”), which is Attachment I to the Grant Notice, in accordance with the following instructions: 
 1. In the event Recipient ceases to render services to the Company or an affiliate of the Company during the vesting period set forth in the Grant Notice, the Company or its assignee will give to Recipient and
you a written notice specifying that the shares of Common Stock shall be transferred to the Company. Recipient and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the
terms of said notice. 
 2. At the closing you are directed (a) to date any stock assignments necessary for the transfer in
question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of Common Stock to be transferred, to the Company. 
 3. Recipient irrevocably authorizes the Company to deposit with you any certificates evidencing shares of Common Stock to be held by you hereunder
and any additions and substitutions to said shares as specified in the Grant Notice. Recipient does hereby irrevocably constitute and appoint you as Recipient’s attorney-in-fact and agent for the term of this escrow to execute with respect to
such securities and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all securities negotiable and complete any transaction herein contemplated. 
 4. This escrow shall terminate upon vesting of the shares or upon the earlier return of the shares to the Company. 
  

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 5. If at the time of termination of this escrow you should have in your possession any documents,
securities, or other property belonging to Recipient, you shall deliver all of same to any pledgee entitled thereto or, if none, to Recipient and shall be discharged of all further obligations hereunder. 
 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 
 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in
relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties or their assignees. You shall not be personally liable for any act you may do or omit to
do hereunder as Escrow Agent or as attorney-in-fact for Recipient while acting in good faith and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 
 8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree of any court, you shall not
be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction. 
 9. You shall not be liable in any respect on account of the identity, authority or rights of the
parties executing or delivering or purporting to execute or deliver the Grant Notice or any documents or papers deposited or called for hereunder. 
 10. You shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with you. 
 11. You shall be entitled to employ such legal counsel, including but not limited to Cooley Godward Kronish LLP, and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall be responsible for all fees generated by such
legal counsel in connection with your obligations hereunder. 
 12. Your responsibilities as Escrow Agent hereunder shall terminate if
you shall cease to be [Secretary] of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company may appoint any officer or assistant officer of the Company as successor Escrow Agent and
Recipient hereby confirms the appointment of such successor or successors as his attorney-in-fact and agent to the full extent of your appointment. 
 13. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. 
  

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 14. It is understood and agreed that should any dispute arise with respect to the delivery and/or
ownership or right of possession of the securities, you may (but are not obligated to) retain in your possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written
agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings. 
 15. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively
given upon personal delivery or upon deposit in any United States Post Box, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties hereunto entitled at the following addresses, or at such other
addresses as a party may designate by ten (10) days’ written notice to each of the other parties hereto: 
  

					
	COMPANY:	 	DayStar Technologies, Inc.
		 	2972 Stender Way
		 	Santa Clara, CA 95054
		 	Attn: [General Counsel / Chief Financial Officer]
			
	 RECIPIENT:
	 	  
	  	
		 	  
	  	
		 	  
	  	
		 	  
	  	
		
	 ESCROW AGENT:
	 	DayStar Technologies, Inc.
		 	2972 Stender Way
		 	Santa Clara, CA 95054
		 	Attn: [Corporate Secretary]

 16. By signing these Joint Escrow Instructions you become a party hereto only for the
purpose of said Joint Escrow Instructions; you do not become a party to the Grant Notice. 
 17. This instrument shall be binding upon
and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. It is understood and agreed that references to “you” or “your” herein refer to the original Escrow Agent and to any and all
successor Escrow Agents. It is understood and agreed that the Company may at any time or from time to time assign its rights under the Grant Notice and these Joint Escrow Instructions in whole or in part. 
 18. This Agreement shall be governed by and interpreted and determined in accordance with the laws of the State of Delaware, as such laws are
applied by Delaware courts to contracts made and to be performed entirely in Delaware by residents of that state. 
  

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	Very truly yours,
	
	DAYSTAR TECHNOLOGIES, INC.
		
	By:	 	  




			
	
	RECIPIENT
	
	  

	Name:	 	  



  

	
	 ESCROW AGENT:

	
	  


  

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 ATTACHMENT IV 
 ASSIGNMENT SEPARATE FROM CERTIFICATE 
 FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Bonus Grant Notice and Restricted Stock Bonus Agreement (the
“Award”), [Participant’s Name] hereby sells, assigns and transfers unto DayStar Technologies, Inc., a Delaware corporation (“Assignee”)
                     (            ) shares of the common stock of the Assignee, standing
in the undersigned’s name on the books of said corporation represented by Certificate No.          herewith and do hereby irrevocably constitute and appoint
                     as attorney-in-fact to transfer the said stock on the books of the within named Company with full power of substitution in the
premises. This Assignment may be used only in accordance with and subject to the terms and conditions of the Award, in connection with the reacquisition of shares of Common Stock of the Corporation issued to the undersigned pursuant to the Award,
and only to the extent that such shares remain subject to the Corporation’s Reacquisition Right under the Award. 
  

			
	Dated:	 	  


  

			
	 Signature:
	 	  

		 	[Participant’s Name], Recipient


 [INSTRUCTION: Please do not fill in any blanks other than the signature line. The
purpose of this Assignment is to enable the Company to exercise its Reacquisition Right set forth in the Award without requiring additional signatures on your part.]