Exhibit
10.3
GUARDIAN TECHNOLOGIES
INTERNATIONAL, INC.
2009 STOCK
COMPENSATION PLAN
RESTRICTED STOCK
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 Awards 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 Awards
(RSAs):
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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 RSAs
Vested
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Per Time
Period
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Cumulative
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_________ RSAs
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_________ RSAs
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_________ RSAs
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_________ RSAs
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IN WITNESS
WHEREOF, the
Company has granted Participant the Restricted Stock Awards 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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1
GUARDIAN
TECHNOLOGIES INTERNATIONAL, INC.
2009 STOCK
COMPENSATION PLAN
RESTRICTED STOCK
AWARD AGREEMENT
THIS RESTRICTED STOCK
AWARD AGREEMENT is made and entered into effective
as of the Grant Date set forth in the Restricted Stock Award
Certificate attached hereto (the “Certificate”) (this
Restricted Stock 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 attached 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 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 Award. The Company hereby grants to
the Participant the number of Restricted Stock Awards set forth in
the attached 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 Award entitles the Participant to
receive one Share subject to vesting and 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 Award . Upon each vesting of all or
a specified portion of the Restricted Stock Awards, the Participant
(or such other person entitled to receive payment pursuant to this
Agreement) shall be entitled to receive from the Company, Shares in
an amount equal to the number of Restricted Stock Awards vesting on
each vesting date.
4.
Vesting.
(a)
Except as otherwise
provided in the Plan or this Agreement, the Restricted Stock Awards
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 of
his or her death or Disability, or if Participant dies within three
(3) months of the termination of his or her employment, the
unvested Restricted Stock Award shall vest on the date immediately
preceding the date of such death or Disability. Vesting shall
be subject to lapse
2
or forfeiture as
provided in the Plan and this Agreement.
(b)
Prior to vesting, the
Shares relating to the Restricted Stock Award will be represented
by a certificate held by the Secretary of the Company, which
certificate shall bear a restricted legend in accordance with
Section 6.1(e) of the Plan and, when requested by the Company, the
Participant shall execute and deliver to the Secretary the
Assignment Separate from Certificate attached hereto as Exhibit
A . Upon vesting of Restricted Stock Awards in accordance
herewith, the Company shall deliver certificates representing the
Shares covered by the Vested Restricted
