Exhibit
10.4
GUARDIAN TECHNOLOGIES
INTERNATIONAL, INC.
2009 STOCK
COMPENSATION PLAN
RESTRICTED STOCK
RIGHTS AWARD
CERTIFICATE
This is to certify that
Guardian Technologies International, Inc., a Delaware corporation
(the “Company”), has granted to the person named below
(the “Participant”) Restricted Stock Rights pursuant to
the Company’s 2009 Stock Compensation Plan, as amended Plan
(the “Plan”), upon the terms and conditions set forth
below and in the attached Restricted Stock Award
Agreement:
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Name of Participant:
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_________________________________
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Address of Participant:
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_________________________________
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_________________________________
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Number of Restricted Stock Rights
(RSRs):
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_________________________________
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Grant Date:
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______________, 20__
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Fair Market Value per Share on Grant
Date:
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$________
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Comments (if any):
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Vesting Schedule:
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The RSAs shall vest and become exercisable in
accordance with the following schedule:
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Number of Years From Grant Date
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Number of RSRs
Vested
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Per Time
Period
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Cumulative
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_________ RSRs
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_________ RSRs
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_________ RSRs
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_________ RSRs
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IN WITNESS
WHEREOF, the
Company has granted Participant the Restricted Stock Rights as of
the Grant Date set forth hereinabove.
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GUARDIAN TECHNOLGIES
INTERNATIONAL, INC.
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By:
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__________________________________________
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Its:
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__________________________________________
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1
GUARDIAN
TECHNOLOGIES INTERNATIONAL, INC.
2009 STOCK
COMPENSATION PLAN
RESTRICTED STOCK
RIGHTS AWARD AGREEMENT
THIS RESTRICTED STOCK
RIGHTS AWARD AGREEMENT is made and entered into effective
as of the Grant Date set forth in the Restricted Stock Rights
Certificate attached hereto (the “Certificate”) (this
Restricted Stock Rights Award Agreement and the Certificate, the
“Agreement”), by and between Guardian Technologies
International Inc., a Delaware corporation (the
“Company”), and the Participant named in the
Certificate. The Award covered by this Agreement has been
granted pursuant to and shall in all respects be subject to the
terms and conditions of the Guardian Technologies International,
Inc. 2009 Stock Compensation Plan, as such plan may be amended (the
“Plan”).
Except as set forth
herein or in the Certificate, capitalized terms as used herein and
in the Certificate shall have the same meaning as set forth in the
Plan.
WITNESSETH:
WHEREAS
, the Compensation
Committee of the Board has authorized the issuance to Participant
of a Restricted Stock Rights Award pursuant to the Plan as
compensation for services performed or to be performed by the
Participant subject to certain restrictions thereon.
NOW,
THEREFORE ,
in consideration of the premises, mutual agreements herein set
forth and other good and valuable consideration, receipt of which
is hereby acknowledged, the parties hereto agree as
follows:
1.
Grant of Restricted
Stock Rights Award. The Company hereby grants to
the Participant the number of Restricted Stock Rights set forth in
the Certificate as of the Grant Date pursuant to and subject to all
of the terms and conditions of this Agreement and the Plan, the
provisions of which are incorporated herein. Each Restricted
Stock Right entitles the Participant to receive one Share
contingent upon vesting and subject to the terms and conditions set
forth in the Plan. If there is any conflict between the
provisions of this Agreement and the Plan, the Plan will
control.
2.
No Monetary Payment.
The
Participant is not required to make any monetary payment (other
than to satisfy the applicable tax withholding, if any, with
respect to the issuance or vesting of the Shares) as a condition to
receiving the Shares, the consideration for which shall be past
services actually rendered or future services to be rendered to the
Company or for its benefit. Notwithstanding the foregoing, if
required by applicable law, the Participant shall furnish
consideration in the form of cash or past services rendered to the
Company or for its benefit having a value not less than the par
value of the Shares issued pursuant to the Award.
3.
Settlement of
Restricted Stock Rights . Upon each vesting of all or
a specified portion of the Restricted Stock Right, the Participant
(or such other person entitled to receive payment pursuant to this
Agreement) shall receive from the Company, Shares in an amount
equal to the number of Restricted Stock Rights vesting on each
vesting date.
4.
Vesting.
Except as
otherwise provided in the Plan or this Agreement, the Restricted
Stock Rights shall vest and become exercisable in accordance with
the vesting schedule set forth in the Certificate; provided that,
if Participant ceases to be an Employee of the Company by reason
o
