EXHIBIT 10.1
GUARDIAN TECHNOLOGIES INTERNATIONAL,
INC.
Amended Policy Regarding
Compensation of Independent Directors
Effective Commencing July 1,
2009
The board of directors (the
“Board”) of Guardian Technologies International, Inc.,
a Delaware corporation (the “Company”), has adopted the
following Amended Policy Regarding Compensation of Independent
Directors (“Policy”) pursuant to the recommendations of
the Compensation Committee of the Company. This Policy
supersedes and replaces in its entirety the “Policy Regarding
Compensation of Independent Directors” adopted by the Board
effective December 22, 2005, and as amended on December 12, 2007.
The purpose of the Policy is to attract and retain qualified
independent members of the Board.
1.
No Remuneration of Officers and
Employees . Directors
who are also officers or employees of the Company or any subsidiary
of the Company shall not be entitled to any compensation for
serving as a director on the Board.
2.
Reimbursement of Expenses
.
Each director who is not also an employee
or officer of the Company or any subsidiary (an “Independent
Director”) shall be reimbursed for reasonable, documented
out-of-pocket expenses incurred in connection with travel to and
attending Board meetings and the meetings of any committee of the
Board of which he or she is a member.
3.
Annual Award . As compensation for his or her service as an
Independent Director, each Independent Director shall receive an
annual non-qualified stock option award (“Annual
Award”) for serving as a director of the Company as follows:
On or after July 1, 2009 for the current year, and annually
thereafter on or before January 15 of each subsequent calendar year
(or the next succeeding day, if that day is a holiday), each
Independent Director shall be granted non-qualified stock options
to purchase an aggregate of 150,000 shares of common stock, $.001
par value per share (“Common Stock”), of the Company
pursuant to the Company’s Amended and Restated 2003 Stock
Incentive Plan (“2003 Stock Incentive Plan”). In
the event an Independent Director is appointed and commences
serving as a director on a day subsequent to January 15 of a
calendar year, each such Independent Director shall be granted a
pro rata portion of the aggregate number of non-qualified stock
options issuable as an Annual Award on or before the fifteenth (15
th ) calendar day of the date of his or her appointment
to the Board (or the next succeeding day, if that day is a
holiday), which pro rata portion shall be determined on the basis
of the number of calendar days remaining in the
