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EXHIBIT
10.2
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
INDEPENDENT DIRECTOR
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
THIS INDEPENDENT DIRECTOR NON-QUALIFIED STOCK
OPTION AWARD AGREEMENT (this "Award Agreement") is dated as of
this ____ day of _______________, 200_, 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
1
Participant, the Option shall expire on the date
of such termination or cessation of service or 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
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