Form of Employee Stock Option Agreement



 EXHIBIT 10.20 
 DAYSTAR TECHNOLOGIES, INC. 
 STOCK OPTION 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 grants to Optionholder 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, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. 
  

			
	Optionholder:	 	  

	Date of Grant:	 	  

	Vesting Commencement Date:	 	  

	Number of Shares Subject to Option:	 	  

	Exercise Price (Per Share):	 	  

	Total Exercise Price:	 	  

	Expiration Date:	 	  


  

					
	Type of Grant:	  	 ̈ Incentive Stock Option1                     ̈ Nonstatutory Stock Option
			
	Exercise Schedule:	  	 ̈ Same as Vesting Schedule	  	
		
	Vesting Schedule:	  	[                        , subject to the
Optionholder’s Continuous Service through such time.]
		
	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]2


 Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands
and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire 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 with the exception of (i) options previously granted and delivered to Optionholder under
the Plan or the Company’s 2003 Equity Incentive Plan (except that with respect to such options, Section 9(f) of the Plan shall control), and (ii) the following agreements only: 
  

					
		 	OTHER AGREEMENTS:	 	  


  

	1	If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise
price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. 


	2	Any portion of this option intended to qualify as an Incentive Stock Option may not be exercised by net exercise. 









									
	DAYSTAR TECHNOLOGIES, INC.	 	OPTIONHOLDER:
				
	By:	 	  
	 		 	  

		 	Signature	 		 		 	Signature
					
	Title:	 	  
	 		 	Date:	 	  

					
	Date:	 	  
	 		 		 	








 DAYSTAR TECHNOLOGIES, INC. 

AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN

 OPTION AGREEMENT 
 (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) 
 Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, DayStar Technologies, Inc. (the
“Company”) has granted you an option under its Amended and Restated 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant
Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 
 The details of your option are as follows: 
 1. VESTING. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. 
 2. NUMBER OF SHARES AND EXERCISE PRICE. The number of
shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments. 
 3. EXERCISE RESTRICTION FOR NON-EXEMPT EMPLOYEES. In the
event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt Employee”), except as otherwise provided in Section 5(l) of the Plan,
you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option. 
 4. METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part
of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, subject to the following: 
 (a) Bank draft or money order payable to the Company. 
 (b) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

 (c) Subject to the consent of the Company at the time of exercise, by delivery to the Company (either by actual delivery or
attestation) of already-owned shares of Common 

  

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Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of
exercise. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the
Company’s stock. 
 (d) If the Option is a Nonstatutory Stock Option, subject to the consent of the Company at the time of
exercise, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of your option by the largest whole number of shares with a Fair Market Value that does not
exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from you to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole
shares to be issued; provided further, however, that shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter to the extent that (1) shares are used to pay the exercise price pursuant to the
“net exercise,” (2) shares are delivered to you as a result of such exercise, and (3) shares are withheld to satisfy tax withholding obligations. 
 5. WHOLE SHARES. You may exercise your option only for whole shares of Common Stock. 
 6. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable
upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the
Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with
such laws and regulations. 
 7. TERM. You may not exercise your option before the commencement of its term or after
its term expires. The term of your option commences on the Date of Grant and expires upon the earliest of the following: 
 (a)
immediately upon the termination of your Continuous Service for Cause; 
 (b) three (3) months after the termination of your
Continuous Service for any reason other than Cause, Disability or death, provided that if during any part of such three (3)-month period you may not exercise your option solely because of the condition set forth in the preceding paragraph relating
to “Securities Law Compliance,” your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous
Service; 
 (c) twelve (12) months after the termination of your Continuous Service due to your Disability; 
  

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 (d) eighteen (18) months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates for any reason other than Cause; 
 (e) the Expiration Date
indicated in your Grant Notice; or 
 (f) the day before the tenth (10th) anniversary of the Date of Grant. 
 If your option is an Incentive Stock Option, note that, to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code
requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your
death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to
provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment terminates. 
 8. EXERCISE. 
 (a)
You may exercise the vested portion of your option during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company
may designate, during regular business hours, together with such additional documents as the Company may then require. 
 (b) By
exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising
by reason of (1) the exercise of your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon
such exercise. 
 (c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the
Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one
(1) year after such shares of Common Stock are transferred upon exercise of your option. 
 9. TRANSFERABILITY. 

 (i) Restrictions on Transfer. Your option shall not be transferable except by will or by the laws of descent and distribution and
shall be exercisable during your lifetime only by you; provided, however, that the Board may, in its sole discretion, permit transfer of your options in a manner that is not prohibited by applicable tax and securities laws upon your request.

  

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 (ii) Domestic Relations Orders. Notwithstanding the foregoing, your option may be transferred
pursuant to a domestic relations order; provided, however, that if your option is an Incentive Stock Option, your option shall be deemed to be a Nonstatutory Stock Option as a result of such transfer. 
 (iii) Beneficiary Designation. Notwithstanding the foregoing, you may, by delivering written notice to the Company, in a form provided by or
otherwise satisfactory to the Company and any broker designated by the Company to effect option exercises, designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option. In the absence of such a
designation, the executor or administrator of your estate shall be entitled to exercise your option. 
 10. OPTION
NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option 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 of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, 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. 
 11.
WITHHOLDING OBLIGATIONS. 
 (a) At the time you exercise your option, in whole or in part, 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 (including by means of a “cashless exercise” pursuant to a
program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), 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 the exercise of your option. 
 (b) Upon your request and subject to approval by the Company,
in its sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of
Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option
as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be
permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to
accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined
as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 
  

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 (c) You may not exercise your option unless the tax withholding obligations of the Company and/or
any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such
shares of Common Stock from any escrow provided for herein unless such obligations are satisfied. 
 12. TAX
CONSEQUENCES. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You shall not
make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from
Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral
of compensation associated with the option. 
 13. NOTICES. Any notices provided for in your option or the Plan shall
be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail 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. 
 14. GOVERNING PLAN DOCUMENT. Your option is
subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, 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 option and those of the Plan, the provisions of the Plan shall control. 
  

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 NOTICE OF EXERCISE 
 DAYSTAR TECHNOLOGIES, INC. 
 2972 STENDER WAY 
 SANTA CLARA, CA 95054

 Date of Exercise:
                             
 Ladies and Gentlemen: 
 This constitutes notice under my stock option that I elect to purchase the number of
shares for the price set forth below. 
  

					
	Type of option (check one):	  	Incentive  ̈	 	Nonstatutory  ̈
			
	Stock option dated:	  	                             	 	
			
	Number of shares as to which option is exercised:	  	                             	 	
			
	Certificates to be issued in name of:	  	                             	 	
			
	Total exercise price:	  	$                          	 	
			
	Cash or check delivered herewith:	  	$                          	 	
			
	Regulation T Program (cashless exercise)	  	$                          	 	
			
	Value of                  shares of DayStar Technologies, Inc. common stock delivered herewith1:	  	$                          	 	
			
	Value of                  shares of DayStar Technologies, Inc. common stock pursuant to net exercise2:	  	$                          	 	

  

	1	Subject to the consent of DayStar Technologies, Inc. at the time of exercise. Shares must be valued in accordance with the terms of the option being exercised, must have been owned
for the minimum period required in the option, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate.



	2	DayStar Technologies, Inc. must have established net exercise procedures at the time of exercise in order to utilize this payment method and must expressly consent to your use of
net exercise at the time of exercise. An Incentive Stock Option may not be exercised by a net exercise arrangement. 

  

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 By this exercise, I agree (i) to provide such additional documents as you may require pursuant to
the terms of the Amended and Restated 2006 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if
this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two
(2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option. 
  

	
	Very truly yours,
	
	  



  

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