GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. 2009 STOCK COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AWARD CERTIFICATE

Exhibit 10.2

GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

2009 STOCK COMPENSATION PLAN

NON-QUALIFIED STOCK OPTION 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”) a non-qualified stock option to purchase Shares 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 Non-Qualified Stock Option Award Agreement:

IN WITNESS WHEREOF, the Company has granted Participant the Options as of the Grant Date set forth hereinabove.

GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

2009 STOCK COMPENSATION PLAN

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT is made and entered into effective as of the Grant Date set forth in the Non-Qualified Stock Option Award Certificate attached hereto (the “Certificate”) (this Non-Qualified Stock Option Award Agreement and the Certificate, hereinafter 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 Committee of the Board has authorized the issuance to Participant of an Award of Options 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 Options .  The Company hereby grants to the Participant an Option to purchase the number of Shares 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.  If there is any conflict between the provisions of this Agreement and the Plan, the Plan will control. This Option is intended to be a non-qualified stock option that does not receive special tax treatment under Section 422 of the Code.

2.

Option Price Per Share .  The exercise price of the Option shall be the Option Exercise Price set forth in the attached Certificate.   NOTICE : THE EXERCISE PRICE PER SHARE IS NOT LESS THAN THE FAIR MARKET VALUE OF THE STOCK ON THE DATE OF GRANT. 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 .  The Participant shall vest in and have the right to exercise the Option with respect to the number of Shares covered by the Option 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 a Participant dies within three (3) months of the termination of his or her employment, any unvested Options shall vest on the date immediately preceding the date of such death or Disability.

4.

Term of Options.  The term of the Option commences on the Grant Date and (to the extent not earlier exercised) e