EXHIBIT 10.2
GUARDIAN TECHNOLOGIES INTERNATIONAL,
INC.
INDEPENDENT DIRECTOR
NON-QUALIFIED STOCK OPTION AWARD
AGREEMENT
AMENDED AND RESTATED 2003 STOCK
INCENTIVE PLAN
THIS NON-QUALIFIED STOCK OPTION AWARD
AGREEMENT (this "Award
Agreement") is dated as of this ____ day of _______________, 20__,
by and between Guardian Technologies International, Inc., a
Delaware corporation (the “Company”), and
_________________________________________ (the
“Participant”).
1.
Grant of Award
. The Company hereby grants to the
Participant on the date indicated above (the “Grant
Date”) a non-qualified stock option (the
“Option”) to purchase up to __________________ (______)
shares (the “Option Shares”) of the Company’s
common stock, $.001 par value per share (the “Common
Stock”), pursuant to the Company’s Amended and Restated
2003 Stock Incentive Plan (the “Plan”). The specific
terms and conditions of the Option granted pursuant to this Award
Agreement are set forth in the Plan, a copy of which is attached to
this Award Agreement, the receipt of all of which the Participant
hereby acknowledges. This Option is intended to be a
non-qualified stock option that does not receive special tax
treatment under Section 422 of the Internal Revenue Code of 1986,
as amended and regulations issued thereunder.
2.
Option Price Per
Share . The exercise
price of the Option shall be $___________ per Option Share.
NOTICE : THE EXERCISE PRICE REFLECTS 100% OF THE FAIR
MARKET VALUE OF THE COMMON STOCK AS OF THE GRANT DATE. THE
PARTICIPANT IS SOLELY RESPONSIBLE FOR SATISFYING ALL TAX
OBLIGATIONS CREATED BY THE GRANT OF THIS OPTION, THE EXERCISE OF
THE OPTION, AND THE SUBSEQUENT DISPOSITION OF THE OPTION
SHARES.
3.
Vesting; Term of the
Option . The
Participant shall vest in and have the right to exercise the Option
with respect to the Option Shares in accordance with the vesting
schedule attached hereto as Exhibit A and incorporated
herein by reference thereto.
The Option (to the extent not earlier
exercised) will expire in its entirety at 11:59 p.m. on the tenth
annual anniversary of the Grant Date (the “Option Termination
Date”), unless sooner terminated pursuant to the provisions
of the Plan, including, but not limited to, Section 6.4 of the
Plan.
4.
Exercise of Option
. Upon the grant of an Option and
subject to vesting and other terms and conditions hereof, the
Participant may exercise the Option on one or more occasions by
delivering to the Treasurer of the Company (i) a written notice (as
attached hereto as Exhibit B ) that sets forth the number of
Option Shares that the Participant desires to purchase, and (ii) an
amount equal to the full payment of the exercise price for those
shares in cash (including check, bank draft or money order).
The exercise of the Option in whole or in part is conditioned
upon the acceptance by the Participant of the terms of this Award
Agreement. If Participant's Board service with the Company
terminates or ceases for any reason or upon the death or Disability
of Participant, the Option shall expire on the date of such
termination or cessation of service or
1
sixty (60) days after the occurrence of
such death or Disability. Notwithstanding the foregoing, the
Committee may, in its sole and absolute discretion and without any
obligation to do so, extend the expiration date of the Option to
the extent permitted under the terms and provisions of the Plan, as
it may be amended from time to time, by delivering written notice
thereof to Participant; provided Participant understands and agrees
that the Committee may extend such expiration date to a date that
is no later than the tenth (10 th ) anniversary of the
Grant Date or such earlier date as may be provided in the Plan, as
amended.
5.
Restrictions Upon Resale
. The Option may not be exercised if the issuance of
Option Shares upon such exercise would constitute a violation of
applicable Federal or state securities laws or other law or valid
regulation. If the Option Shares to be issued upon exercise
of the Option are not registered under the Securities Act of 1933,
as amended (the "Securities Act"), the Participant, as a condition
to his exercise of the Option, shall represent to the Company that
the Option Shares or other securities which he acquires upon
exercise of the Option are being acquired by him for his own
account as an investment and not with a present view
