GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. FORM OF INDEPENDENT DIRECTOR NON- QUALIFIED STOCK OPTION AWARD AGREEMENT AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
Exhibit
10.2
GUARDIAN
TECHNOLOGIES INTERNATIONAL, INC.
FORM
OF
INDEPENDENT
DIRECTOR
AMENDED
AND RESTATED 2003 STOCK INCENTIVE PLAN
THIS
INDEPENDENT DIRECTOR 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 2003
Amended and Restated 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 REFLECT 100% OF THE FAIR MARKET VALUE OF THE STOCK. 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 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 sixty (60) days after the occurrence of such death
or
Disability; 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
and
the date the Option expires in accordance with its terms.
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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 to
distribution or resale (unless counsel for the Company is then of the opinion
that such representation is not required under the Securities Act or applicable
law, regulation or rule of any governmental agency) and the certificates
representing such Option Shares shall bear a legend to such effect. Participant
agrees as a condition precedent to exercise of any portion of the Option, that
he shall furnish whatever documentation may be reasonably requested by the
Company to ensure compliance with applicable law and the terms and conditions
of
this Award Agreement and the Plan. The Participant understands and acknowledges
that the Company shall have no obligation to register the Option Shares issuable
hereunder under the Securities Act and applicable state securities
laws.
6. Lock-up.
The
Participant agrees that, in connection with any underwritten public offering
of
equity securities pursuant to a registration statement filed under the
Securities Act, not to sell, make any short sale of, loan, hypothecate, pledge,
grant any option for the purchase of or otherwise dispose of any shares of
Common Stock or other securities purchased hereunder without the prior written
consent of the Company or its underwriters, for such period of time from the
effective date of such registration statement as may be requested by the Company
or its underwriters.
7. No
Rights as Shareholder Until Option Exercised.
Neither
the Participant nor Participant’s heirs, legal representative or guardians shall
be, or shall have any of the rights and privileges of, a shareholder of the
Company with respect to any Option Shares, in whole or in part, before the
date
that the Participant exercises the Option and the certificates for the shares
are mailed to the Participant.
8. Transferability
of Option.
Pursuant to Section 6.7 of the Plan, the Option shall not be assignable or
transferable by the Participant including by will or by the laws of descent
and
distribution. During the life of the Participant, the Option shall be
exercisable only by the Participant or by such Participant’s guardian or legal
representative.
9. Service
Not Affected.
Nothing
in the Plan or this Award Agreement shall confer upon the Participant the right
to continue as a director of the Company or affect any right which the Company
may have to terminate the Participant. Notwithstanding any provision to the
contrary in this Agreement, upon the termination of the Participant’s service
with the Company, Section 6.4 of the Plan shall govern the Participant’s rights
in the Option Shares.
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10. Notice.
Any
notice that must be given to the Company pursuant to this Award Agreement shall
be addressed to the Company's Board of Directors, at the Company's principal
place of business. Any notice to the Participant shall be addressed to the
Participant at the current address shown on the records of the Company. Any
notice shall be deemed to be duly given if and when properly addressed and
posted by registered or certified mail, postage prepaid.
11. Incorporation
of Plan by Reference.
The
Option is granted pursuant to the terms of the Plan, the terms of which are
incorporated herein by reference, and the Option shall in all respects be
interpreted in accordance with the Plan. The Committee shall interpret and
construe the Plan and this document, and its interpretations and determinations
shall be conclusive and binding on the Participant and the Company and any
other
person claiming an interest in the Option, with respect to any issue concerning
the Option. The Participant hereby acknowledges receipt of the enclosed copy
of
the Plan and agrees to be bound by all the terms and conditions thereof as
the
same may from time to time be amended, and by all determinations of the
Committee thereunder.
12. Changes
in Capital Structure.
In the
event of changes in capital stock structure of the Company, appropriate
adjustments in the number of shares for which the Option shall be exercisable,
or the exercise price, or both, shall be made, and appropriate adjustments
in
the required values of Company Stock shall be made, as provided in Section
4.4
of the Plan. The grant of this Option pursuant to the Plan shall not affect
in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell,
or
transfer all or any part of its business or assets.
13. Governing
Law.
To the
extent that federal laws do not otherwise control, this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware.
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REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK.]
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IN
WITNESS WHEREOF,
this
Agreement has been executed in duplicate on behalf of the Company by its duly
authorized officer, and by the Participant in acceptance of the above-mentioned
Option, subject to the terms and conditions of the Plan and of this
Agreement.
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GUARDIAN
TECHNOLOGIES
INTERNATIONAL,
INC.
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| Date: _________________ | By: | |
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Name:
Title:
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PARTICIPANT:
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Print
Name:
Residential Address:
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EXHIBIT
A
VESTING
SCHEDULE
The
Option shall vest and become exercisable in accordance with the following
schedule:
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Date
Exercisable
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Percentage
Exercisable
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Earlier
of (i) one (1) year from date of grant of Options,
or
(ii) January 2 of the calendar year following date of
issuance.
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100%
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EXHIBIT
B
GUARDIAN
TECHNOLOGIES INTERNATIONAL, INC.
SUBSCRIPTION
FORM
TO
BE EXECUTED BY PARTICIPANT
TO
EXERCISE THIS OPTION
The
undersigned hereby exercises the right to purchase ________ Option Shares
covered by this Option according to the conditions thereof and herewith makes
payment of $__________, the aggregate Option Exercise Price of such Option
Shares, in full.
| Date: ______________________, _________ | ___________________________________________ |
| Signature | |
| ___________________________________________ | |
| Name: |
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