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GUARDIAN
TECHNOLOGIES INTERNATIONAL, INC.
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
(Employee Form)
THIS NON-QUALIFIED STOCK OPTION AWARD
AGREEMENT ("Award Agreement") is dated as of this ____ day of
_______________, _______, 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 Agreement are set
forth in the Plan, a copy of which is attached to this 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
PERCENT OF THE FAIR MARKET VALUE OF THE 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, money order or authorization to disburse funds from the
Participant’s Payroll Account). The exercise of the
Option in whole or in part is conditioned upon the acceptance by
the Participant of the terms of this Agreement. [If
Participant's employment or service with the Company is terminated
for any reason or upon the death or Disability of Participant, the
Option shall expire on the date of such termination of employment
or service or sixty (60) days after the occurrence of such death or
Disability;
1
provided that the Board in its sole
discretion, by written notice given to Participant, may permit
Participant to exercise the Option during a period ending on the
earlier of 90 days after such termination of employment or
services and the date the Option expires in accordance with its
terms.] [Note: Modify if not an employee.]
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 w
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