Form of Independent Director Non-Qualified Stock Option Award Agreement


    Exhibit
      10.2

     

    GUARDIAN
      TECHNOLOGIES INTERNATIONAL, INC.

    


    FORM
      OF

    


    INDEPENDENT
      DIRECTOR

    NON-QUALIFIED
      STOCK OPTION AWARD AGREEMENT

    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. 

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    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.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    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.
      

    


    


    [THE
      REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK.]

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    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.

     

     

    
      	 	
              GUARDIAN
                TECHNOLOGIES

              INTERNATIONAL,
                INC.

            
	 	 	 
	 Date: _________________ 	By:	 
	 	 	
              

            
	 	 	
              Name:

              Title:

            


    

     

    
       

      
        	 	
                PARTICIPANT:

              
	 	 	 
	
              	 	 
	 	
                

              
	 	
                Print
                  Name:

                Residential Address:

              


      

    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    VESTING
      SCHEDULE

    


    The
      Option shall vest and become exercisable in accordance with the following
      schedule:

    


    
      	
              Date

              Exercisable

            	
              Percentage
                Exercisable

            
	 	 
	
              Earlier
                of (i) one (1) year from date of grant of Options, 

              or
                (ii) January 2 of the calendar year following date of
                issuance.

            	
              100%

            


    

     

    
 

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    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: 


    

           

     

     

    6